iRobot 2012 Annual Report Download - page 26

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20
executive officers except our chief executive officer. Our chief executive officer annually reviews each of the other named
executive officers' performances with the compensation committee.
With the input of our human resources department and independent compensation consultant, the chief executive officer
makes recommendations to the compensation committee regarding base salary levels, target incentive awards and actual
payouts, performance goals for incentive compensation and equity awards for named executive officers, other than himself. In
conjunction with the annual performance review of each named executive officer in February of each year, the compensation
committee carefully considers the recommendations of the chief executive officer when setting base salary, bonus payments
under the prior year's incentive compensation plan, target amounts and performance goals for the current year's incentive
compensation plan, and any other special adjustments or bonuses. In addition, the compensation committee similarly
determines equity incentive awards, if any, for each named executive officer.
Moreover, the compensation committee considered the advisory proposal approving named executive officer
compensation that was completed for our 2012 annual meeting of stockholders. Of stockholder votes received, an
overwhelming majority - ninety-three percent - of our stockholders voted to approve our “say on pay” proposal. Votes
regarding the non-binding, advisory proposal approving compensation of our named executive officers were as follows:
For 17,851,593 92.64%
Against 1,371,142 7.12%
Abstain 45,606 0.24%
The compensation committee believes this affirms shareholders' support of our approach to executive compensation, and
therefore did not significantly change its approach in 2012. As part of ongoing efforts to reward outstanding operational and
financial performance, the Committee will, in consultation with its independent compensation consultant, consider changes to
our compensation programs as appropriate in response to input from shareholders and evolving factors such as the business
environment and competition for talent. In line with these efforts, the Committee anticipates that during 2013, it will work with
its independent compensation consultant to carefully review the Company's incentive design features.
The compensation committee will continue to consider the outcome of our say-on-pay votes, regulatory changes and
emerging best practices when making future compensation decisions for our named executive officers.
Our compensation plans are developed, in part, by utilizing publicly available compensation data and subscription
compensation survey data for national and regional companies in the technology, defense, household durables and robotics
industries. We believe that the practices of this group of companies provide us with appropriate compensation benchmarks,
because these companies have similar organizational structures and tend to compete with us to attract executives and other
employees. For benchmarking executive compensation, we typically review the compensation data for companies with
revenues, numbers of employees and market capitalizations similar to our profile.
The compensation committee engaged an independent compensation consultant, Pearl Meyer & Partners, LLC,
("PM&P") to help evaluate peer companies for cash compensation and long-term incentive purposes, analyze applicable
compensation data and determine appropriate compensation levels for our executive officers. PM&P also helps review the peer
group annually, provides the committee with up to date information and trends in the marketplace, as well as assists the
committee in understanding the Company's alignment of pay and performance for 2012. Neither the compensation committee
nor the Company has retained PM&P for any other purpose.
The following selection criteria were used to develop the comparative peer group that the compensation committee and
its compensation consultant used in assessing the competitiveness of our executive compensation for purposes of fiscal 2012
compensation actions:
• Companies with revenues within a similar range (0.25x to 3.5x)
• Companies with similar market capitalizations
• Companies within the technology industry
• Companies with a similar business strategy
Highly innovative product(s) and/or technological advancement
Moderate to high growth over a 1-, 3-, and 5- year period
Moderate mix of sales in the United States and internationally
• Companies with moderate to high level of research and development expense