iRobot 2013 Annual Report Download - page 2

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SUMMARY OF RECENT CHANGES TO CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION
In our continuing efforts to improve corporate governance and better align executive compensation with company performance,
the following highlights elements of our corporate governance and executive compensation that are described in more detail in the
proxy statement.
Corporate Governance
iRobot’s board of directors and nominating and corporate governance committee continue to evaluate iRobot’s corporate
governance practices. In 2014, the board of directors, upon the recommendation of the nominating and corporate governance
committee, has made two important changes to our corporate governance:
• Majority Voting Standard for Election of Directors. The board of directors has amended our by-laws to provide that, in
uncontested director elections, a director nominee will be elected only if the votes cast for such nominee’s election
exceed the votes cast against such nominee’s election.
• Termination of Rights Plan. The board of directors has amended its rights plan - commonly known as a “poison pill” -
to accelerate its termination from November 2015 to April 2014.
Both of these changes serve to enhance further iRobot’s corporate governance practices and demonstrate our responsiveness to
stockholder concerns.
Moreover, as detailed within the proxy statement, you are invited to express your opinion on a stockholder proposal entitled
“Simple Majority Vote.” We will continue to evaluate our corporate governance to ensure it remains in the best interests of our
shareholders.
Executive Compensation
We continue to evaluate our program and policies to ensure that they emphasize pay-for-performance. In 2014, the
compensation committee made an important change to its long-term incentive structure through the inclusion of performance-based
equity awards for our executive officers. As more fully described in the proxy statement, a significant portion of our long-term
incentives are now “at risk” based upon the company’s performance. This is in addition to our non-equity incentive based
compensation, which is strictly “at risk” and based on financial performance. Overall, our executive compensation program contains
the following highlights:
Annual "say-on-pay" vote No pension benefits for executive officers
Oversight of risks associated with compensation
policies and practice No discounted options
Strong stock ownership and stock holding
guidelines No option repricing without shareholder approval
"Double trigger" change in control agreements No excise tax gross-ups
Independent compensation consultant No hedging or pledging of Company stock
No excessive perquisites for executives
A full description of our executive compensation program is contained in the Compensation Discussion and Analysis section in
this proxy statement, beginning on page 19.