iRobot 2012 Annual Report Download - page 22

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16
• 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 five (5) times and took action by unanimous written consent five (5) times during the
fiscal year ended December 29, 2012. 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. Mr. Sagan 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 recommended 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 two (2) times and took action by unanimous written consent
one (1) time during the fiscal year ended December 29, 2012. 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 2012, Dr. Chwang, Gen. Kern, Ms. Ellinger 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.