iRobot 2015 Annual Report Download - page 37

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Proxy Statement
REPORT OF THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF
DIRECTORS
No portion of this compensation and talent committee report shall be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, through any general statement incorporating by reference in its entirety the proxy statement in which
this report appears, except to the extent that the Company specifically incorporates this report or a portion of it
by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange
Act.
The compensation and talent committee of the board of directors, which is comprised solely of
independent directors within the meaning of applicable rules of The NASDAQ Stock Market, Inc., outside
directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and non-
employee directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, is
responsible for developing executive compensation policies and advising the board of directors with respect to
such policies and administering the Company’s cash incentive and equity incentive plans. The compensation and
talent committee sets performance goals and objectives for the chief executive officer and the other executive
officers, evaluates their performance with respect to those goals and sets their compensation based upon the
evaluation of their performance. In evaluating executive officer pay, the compensation and talent committee
retains the services of a compensation consultant and considers recommendations from the chief executive
officer with respect to goals and compensation of the other executive officers. The compensation and talent
committee assesses the information it receives in accordance with its business judgment. The compensation and
talent committee also periodically reviews director compensation. All decisions with respect to executive and
director compensation are approved by the compensation and talent committee. All decisions regarding chief
executive officer and director compensation are reviewed and ratified by the full board. Ronald Chwang,
Michelle Stacy, Andrea Geisser and Mohamad Ali are the current members of the compensation and talent
committee.
The compensation and talent committee has reviewed and discussed the Compensation Discussion and
Analysis (the “CD&A”) for the year ended January 2, 2016 with management. In reliance on the reviews and
discussions referred to above, the compensation and talent committee recommended to the board of directors,
and the board of directors has approved, that the CD&A be included in this proxy statement and incorporated by
reference in our Annual Report on Form 10-K for the year ended January 2, 2016, which was filed with the SEC
on February 19, 2016.
Respectfully submitted by the Compensation and Talent Committee,
Andrea Geisser (chairman)
Mohamad Ali
Ronald Chwang
Michelle Stacy
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
29