iRobot 2014 Annual Report Download - page 24

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18
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
No portion of this compensation committee report shall be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, through any general statement incorporating
by reference in its entirety the proxy statement in which this report appears, except to the extent that the Company specifically
incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act
or the Exchange Act.
The compensation committee of the board of directors, which is comprised solely of independent directors within the meaning
of applicable rules of The NASDAQ Stock Market, Inc., outside directors within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended, and non-employee directors within the meaning of Rule 16b-3 under the Securities Exchange Act
of 1934, as amended, is responsible for developing executive compensation policies and advising the board of directors with respect to
such policies and administering the Company's cash incentive, stock option and employee stock purchase plans. The compensation
committee sets performance goals and objectives for the chief executive officer and the other executive officers, evaluates their
performance with respect to those goals and sets their compensation based upon the evaluation of their performance. In evaluating
executive officer pay, the compensation committee retains the services of a compensation consultant and considers recommendations
from the chief executive officer with respect to goals and compensation of the other executive officers. The compensation committee
assesses the information it receives in accordance with its business judgment. The compensation committee also periodically reviews
director compensation. All decisions with respect to executive and director compensation are approved by the compensation
committee. All decisions regarding chief executive officer and director compensation are reviewed and ratified by the full board.
George McNamee, Deborah Ellinger and Ronald Chwang are the current members of the compensation committee.
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for the
year ended December 27, 2014 with management. In reliance on the reviews and discussions referred to above, the compensation
committee recommended to the board of directors, and the board of directors has approved, that the CD&A be included in the proxy
statement for the year ended December 27, 2014 for filing with the SEC.
Respectfully submitted by the Compensation Committee,
George C. McNamee (chairman)
Deborah Ellinger
Ronald Chwang