iRobot 2013 Annual Report Download - page 41

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35
Director Compensation
In connection with our efforts to attract and retain highly-qualified individuals to serve on our board of directors, we maintain a
cash and equity compensation policy for our non-employee members of our board of directors. In 2013, each of our non-employee
members of our board of directors was entitled to the following cash compensation:
Annual retainer for Board membership $35,000
Annual retainer for lead independent director $7,000
Audit Committee
Annual retainer for committee membership $10,000
Additional retainer for committee chair $10,000
Compensation Committee
Annual retainer for committee membership $7,500
Additional retainer for committee chair $7,500
Nominating and Corporate Governance Committee
Annual retainer for committee membership $5,000
Additional retainer for committee chair $5,000
Pursuant to our Non-employee Directors’ Deferred Compensation Program, each non-employee director may elect in advance to
defer the receipt of these cash fees. During the deferral period, the cash fees will be deemed invested in stock units. The deferred
compensation will be settled in shares of our common stock upon the termination of service of the director or such other time as may
have been previously elected by the director. The shares will be issued from our 2005 Plan.
In 2013, each of our non-employee members of our board of directors was entitled to the following equity compensation under
our 2005 Plan:
Upon initial election to the board of directors, a non-employee director receives a one-time grant of restricted stock units
having a fair market value of $220,000, measured at the end of the tenth week of the fiscal quarter in which the director
was elected, which vests over a four-year period at a rate of twenty-five percent (25%) on each of the first four
anniversaries of the grant.
At the end of the tenth week of the fiscal quarter in which our annual meeting of stockholders occurs, each non-employee
director receives a grant of restricted stock units having a fair market value of $110,000, which vests on the earlier of the
date of the first anniversary of such grant or the date of the first annual meeting of stockholders following the date of
grant.
All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board of
directors.
The following table provides compensation information for the fiscal year ended December 28, 2013 for each non-employee
member of our board of directors. No member of our board of directors employed by us receives separate compensation for services
rendered as a member of our board of directors.
Proxy Statement