iRobot 2010 Annual Report Download - page 20

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• overseeing and administering our compensation, welfare, benefit and pension plans and similar plans
and determining the compensation of all executive officers; and
• reviewing and making recommendations to the board with respect to director compensation.
The compensation committee met four (4) times and took action by unanimous written consent four
(4) times during the fiscal year ended January 1, 2011. The compensation committee operates under a written
charter adopted by the board of directors, a current copy of which is available at the Corporate Governance
section of our website at http://www.irobot.com.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee of the board of directors currently consists of
Dr. Gansler and Messrs. Meekin and Sagan, each of whom is an independent director within the meaning of
the director independence standards of NASDAQ and applicable rules of the SEC. In May 2010, Mr. Sagan
replaced Mr. McNamee on this committee. Dr. Gansler serves as the chairman of the nominating and corporate
governance committee. The nominating and corporate governance committee’s responsibilities include:
• developing and recommending to the board criteria for board and committee membership;
• establishing procedures for identifying and evaluating director candidates including nominees recom-
mended by stockholders;
• identifying individuals qualified to become board members;
• recommending to the board the persons to be nominated for election as directors and to each of the
board’s committees;
• developing and recommending to the board a code of business conduct and ethics and a set of corporate
governance guidelines; and
• overseeing the evaluation of the board and management.
The nominating and corporate governance committee met three (3) times during the fiscal year ended
January 1, 2011. The nominating and corporate governance committee operates under a written charter adopted
by the board of directors, a current copy of which is available at the Corporate Governance section of our
website at http://www.irobot.com.
Compensation Committee Interlocks and Insider Participation
During 2010, Dr. Chwang, Gen. Kern and Mr. McNamee served as members of the compensation
committee. No member of the compensation committee was an employee or former employee of us or any of
our subsidiaries, or had any relationship with us requiring disclosure herein.
During the last year, no executive officer of the Company served as: (i) a member of the compensation
committee (or other committee of the board of directors performing equivalent functions or, in the absence of
any such committee, the entire board of directors) of another entity, one of whose executive officers served on
our compensation committee; (ii) a director of another entity, one of whose executive officers served on our
compensation committee; or (iii) a member of the compensation committee (or other committee of the board
of directors performing equivalent functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive officers served as a director of the Company.
16