iRobot 2015 Annual Report Download - page 34

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 January 2, 2016. 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.
Strategy and Finance Committee
In July 2015, the board of directors formed an ad hoc strategy and finance committee. The responsibilities
of the strategy and finance committee included:
• reviewing periodically with management the Company’s strategic objectives and their translation
into stockholder value creation;
• reviewing with management on a regular basis contemplated transactional opportunities that support
the Company’s strategic business objectives;
• reviewing with and, when appropriate, making recommendations to the board of directors regarding
the Company’s capital allocation objectives, strategies and plans;
• reviewing the Company’s capital allocation process annually and significant capital programs
periodically.
• reviewing and making recommendations to the board of directors regarding the Company’s
authorization to repurchase its common stock, approving any actions taken under each such plan, and
monitoring actual repurchases under the repurchase authorization;
• reviewing and discussing with management the Company’s annual and long-term business and
financial plans, including the financial impacts of these plans; and as part of its review of the
Company’s annual and long-term business and financial plans, reporting to the board of directors
concerning its review of such plans and the financial and business assumptions underlying the
Company’s financial projections and budgets; and
• reviewing the Company’s annual operating plan, and reviewing with management the significant
projects, research and development programs or other investments.
In March 2016, the ad hoc strategy and finance committee was replaced with a formal strategy and finance
committee, which 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. Messrs. Ali and Angle,
Dr. Chwang and Ms. Ellinger currently serve as members of the strategy and finance committee. Mr. Ali serves
as the chairman of the strategy and finance committee.
Compensation and Talent Committee Interlocks and Insider Participation
During 2015, Dr. Chwang, Ms. Stacy and Messrs. Geisser and Ali served as members of the compensation
and talent committee. No member of the compensation and talent 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 and
talent 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 and talent committee; (ii) a director of another entity, one of whose executive officers served
on our compensation and talent committee; or (iii) a member of the compensation and talent 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.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
26