iRobot 2014 Annual Report Download - page 2

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SUMMARY OF RECENT CHANGES TO CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION
In our continuing efforts to improve corporate governance and better align executive compensation with company performance,
the following highlights elements of our corporate governance and executive compensation that are described in more detail in the
proxy statement.
2014 2015
Corporate Governance Termination of rights plan -
"poison pill" Adoption of majority voting
standards for removal of
directors and amendments to
certain provisions of our
certificate of incorporation
Adopted majority voting
standard for election of directors
Executive Compensation Designed 50% of executives' LTI
to be based on the Company's
financial performance
Inclusion of clawback policy
Corporate Governance
At our 2014 annual meeting of stockholders, our stockholders voted to request that our board of directors take the steps
necessary so that each voting requirement in our existing amended and restated certificate of incorporation (the “Current Certificate”)
and by-laws that calls for a greater than a simple majority vote be eliminated and replaced by a majority voting standard. In response
to the strong support from our stockholders, iRobot’s board of directors has proposed an amendment to the Current Certificate to adopt
majority voting standards for removal of directors and amendments to certain provisions of the certificate of incorporation. Details on
this proposal appear on pages 49-50 of this proxy statement.
These proposed changes are in addition to unilateral changes made by our board of directors in 2014, including the termination
of the Company's shareholder rights plan -- commonly known as a “poison pill”-- and a change to a majority voting standard for the
election of directors.
We will continue to evaluate our corporate governance to ensure it remains in the best interests of our stockholders.
Executive Compensation
We continue to evaluate our program and policies to ensure that they emphasize pay-for-performance. In 2014, the
compensation committee made an important change to its long-term incentive structure through the inclusion of performance-based
equity awards for our executive officers. As more fully described in this proxy statement, a significant portion of our long-term
incentives is now “at risk” based upon the Company’s performance. This is in addition to our non-equity incentive based
compensation, which is strictly “at risk” and based on financial performance. Overall, our executive compensation program contains
the following highlights:
Annual "say-on-pay" vote No pension benefits for executive officers
Clawback policy No discounted options
Strong stock ownership and stock holding
guidelines No option repricing without stockholder approval
Oversight of risks associated with compensation
policies and practice No excise tax gross-ups
"Double trigger" change in control agreements No hedging or pledging of Company stock
Independent compensation consultant No excessive perquisites for executives
A full description of our executive compensation program is contained in the Compensation Discussion and Analysis section in
this proxy statement.