iRobot 2011 Annual Report Download - page 28

Download and view the complete annual report

Please find page 28 of the 2011 iRobot annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 136

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136

Proxy Statement
The compensation committee determines compensation for our chief executive officer using the same factors it
uses for other executive officers, placing relatively less emphasis on base salary, and instead, creating greater
performance-based opportunities through long-term equity and short term cash incentive compensation, which we
believe better aligns our chief executive officer’s interests with our success and the interests of our stockholders. In
assessing the compensation paid to our chief executive officer, the compensation committee relies on both
information from our selected benchmarks and its judgment with respect to the factors described above.
Elements of Compensation
Our executive compensation program consists of three primary elements: salary, long-term equity interest,
primarily in the form of stock options and awards of restricted stock units, and an annual cash incentive program
based on both corporate and, if appropriate, divisional performance. All of our executive officers also are eligible
for certain benefits offered to employees generally, including life, health, disability and dental insurance, as well
as to participate in our 401(k) plan. We have also entered into executive agreements with our executive officers
that provide for certain severance benefits upon termination of employment, including a termination following a
change in control of the Company.
Annual Cash Compensation
Base Salary. The compensation committee believes that our executive officers, including our chief
executive officer, are paid salaries in line with their qualifications, experience and responsibilities. Salaries are
structured so that they are comparable with salaries paid by the peer companies reviewed by the compensation
committee in the technology and robotics industry. We begin our review of base salaries for each of our
executives at the market median (50th percentile) in the technology and robotics industry and also take into
consideration many additional factors (described below) that we believe enable us to attract, motivate and retain
our leadership team in an extremely competitive environment. Salaries are reviewed generally on an annual
basis.
The compensation committee reviewed the base salaries for each of our executive officers, taking into account
an assessment of the individual’s responsibilities, experience, individual performance and contribution to our
performance, and also generally take into account the competitive environment for attracting and retaining
executives consistent with our business needs. With respect to each of our executive officers, other than Mr. Angle,
Mr. Angle provided a detailed evaluation and recommendation related to base salary adjustments, if any.
In light of the considerations discussed above, the base salaries of our named executive officers were
increased for fiscal year 2011 as follows:
2010 Base Salary % Increase 2011 Base Salary
Colin M. Angle ...................... $475,000 10.5% $525,000
John J. Leahy ........................ $362,262 3.5% $375,000
Joseph W. Dyer ...................... $362,000 3.6% $375,000
Jeffrey A. Beck ...................... $332,312 5.3% $350,000
Robert L. Moses ..................... $296,000 6.4% $315,000
We believe that the base salaries paid to our executive officers during our fiscal year 2011 helped to achieve
our executive compensation objectives, compare favorably to our peer group and, in light of our overall
compensation program, are within our target of providing total compensation at the market median. In addition,
we believe that the base salaries of our named executive officers, which range from 19% to 33% as a percentage
of total compensation, are set at an appropriate level to keep a significant portion of executive compensation at
risk as part of our compensation philosophy, and are set at an appropriate level with respect to an internal base
salary equity comparison among the named executive officers. Per our policy to structure base salaries at the
market median, the compensation committee approved a base salary increase of $50,000 for Mr. Angle in 2011,
bringing his base salary from the 40th percentile to the 55th percentile in the comparative peer group.
25