iRobot 2013 Annual Report Download - page 22

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16
Nominating and Corporate Governance Committee
The nominating and corporate governance committee of the board of directors currently consists of Dr. Gansler and
Messrs. McNamee 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 2013, Mr. McNamee replaced Mr. Meekin, who did not stand for re-election at the
2013 annual meeting of stockholders, on the nominating and corporate governance committee. 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 four (4) times and took action by unanimous written consent one
(1) time during the fiscal year ended December 28, 2013. 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 2013, Dr. Chwang, 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.