iRobot 2013 Annual Report Download - page 34

Download and view the complete annual report

Please find page 34 of the 2013 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 128

  • 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

28
chairman of the compensation committee between meetings; however, the committee makes all decisions regarding the
compensation of the Company's executive officers.
PM&P provides various executive compensation services to the compensation committee with respect to our executive
officers and other key employees at the committee's request. The services PM&P provides include advising the compensation
committee on the principal aspects of the executive compensation program and evolving best practices, and providing market
information and analysis regarding the competitiveness of our program design and awards in relationship to our performance.
The compensation committee reviews the services provided by its outside consultants and believes PM&P is independent in
providing executive compensation consulting services. The compensation committee conducted a specific review of its
relationship with PM&P in 2013, and determined PM&P's work for the compensation committee did not raise any conflicts of
interest, consistent with the guidance provided under the Dodd-Frank Act and by the SEC and NASDAQ. In making this
determination, the compensation committee noted the following during 2013:
• PM&P did not provide any services to us or our management other than service to the compensation committee
(including compensation benchmarking for our senior leadership team), and it its services were limited to executive
compensation consulting.
• Fees paid by us to PM&P represented 0.1% of PM&P's total revenue for the period December 2012 through November
2013;
• PM&P maintains a Conflicts Policy and an Insider Trading Policy which were provided to the compensation committee
with specific policies and procedures designed to ensure independence;
• None of the PM&P consultants on our account had any business or personal relationship with our compensation
committee members;
• None of the PM&P consultants on our account, or PM&P, had any business or personal relationship with our executive
officers; and
• None of the PM&P consultants on our account directly own shares of our stock.
The compensation committee continues to monitor the independence of its compensation consultant on a periodic basis.