iRobot 2008 Annual Report Download - page 9

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Helen Greiner, a co-founder of iRobot, has served as a director since July 1994. Ms. Greiner also served
as president of iRobot from June 1997 until February 2004 and as chairman of the board from February 2004
until October 2008. In October 2008, Ms. Greiner resigned as an employee of iRobot and as chairman of the
board to become chairman, president & CEO of The Droid Works. Prior to joining iRobot, Ms. Greiner
founded California Cybernetics, a company commercializing Jet Propulsion Laboratory technology. She has
been honored by Technology Review Magazine as an “Innovator for the Next Century.” Ms. Greiner holds a
B.S. in Mechanical Engineering and an M.S. in Computer Science, both from MIT.
George C. McNamee has served as a director since August 1999. Mr. McNamee is a managing partner of
FA Technology Ventures, an information and energy technology venture capital firm. From 1984 to 2007,
Mr. McNamee served as chairman of First Albany Companies Inc., a specialty investment banking firm.
Mr. McNamee serves as chairman of the board of directors of Plug Power Inc. and is a director of Broadpoint
Securities Group, Inc. and several private companies. He is a Trustee of the American Friends of Eton College
and the Albany Academies. Mr. McNamee holds a B.A. from Yale University.
Peter T. Meekin has served as a director since February 2003. Mr. Meekin has been a managing director
of Trident Capital, a venture capital firm, since 1998. Prior to joining Trident Capital, he was vice president of
venture development at Enterprise Associates, LLC, the venture capital division of IMS Health. Mr. Meekin
holds a B.S. in Mathematics from the State University of New York at New Paltz.
Paul J. Kern, Gen. U.S. Army (ret.) has served as a director since May 2006. Gen. Kern has served as
president and chief operating officer of AM General LLC since 2008, and as a senior counselor to The Cohen
Group, an international strategic business consulting firm, from January 2005 until 2008. From 1963 to 2004,
Gen. Kern served in the U.S. Army and, from October 2001 to November 2004, as Commanding General of
the U.S. Army Materiel Command. Prior to his command in the U.S. Army Materiel Command, he served as
the military deputy to the Assistant Secretary of the Army for Acquisition, Logistics and Technology.
Gen. Kern also serves on the board of directors of ITT Corporation. He holds a B.S. from the United States
Military Academy at West Point, an M.S. in Civil Engineering from the University of Michigan and an M.S.
in Mechanical Engineering from the University of Michigan.
Our executive officers are elected by the board of directors on an annual basis and serve until their
successors have been duly elected and qualified or until their earlier death, resignation or removal.
CORPORATE GOVERNANCE AND BOARD MATTERS
Independence of Members of the Board of Directors
The board of directors has determined that Drs. Chwang and Gansler and Messrs. Geisser, McNamee,
Meekin and Kern are independent within the meaning of the director independence standards of The NASDAQ
Stock Market, Inc., or NASDAQ, and the Securities and Exchange Commission, including Rule 10A-3(b)(1)
under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Furthermore, the board of
directors has determined that each member of each of the committees of the board of directors is independent
within the meaning of the director independence standards of NASDAQ and the Securities and Exchange
Commission.
Executive Sessions of Independent Directors
Executive sessions of the independent directors are held prior to each regularly scheduled in-person
meeting of the board of directors. Executive sessions do not include any of our non-independent directors and
are chaired by a lead independent director who is appointed annually by the board of directors from our
independent directors. Mr. McNamee currently serves as the lead independent director. In this role,
Mr. McNamee serves as chairperson of the independent director sessions and assists the board in assuring
effective corporate governance. The independent directors of the board of directors met in executive session
four (4) times in 2008.
7
Proxy Statement