iRobot 2015 Annual Report Download - page 39

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Proxy Statement
Methodologies for Establishing Executive Compensation
The compensation and talent committee, which is comprised entirely of independent directors, reviews the
compensation packages for our named executive officers, including an analysis of all elements of compensation
separately and in the aggregate. In determining the appropriate compensation levels for our chief executive
officer, the compensation and talent committee meets with only itself and the executive vice president, human
resources and corporate communications. With respect to the compensation levels of all other named executive
officers, the compensation and talent committee meets with our chief executive officer and, as needed, our
executive vice president, human resources and corporate communications. Our chief executive officer annually
reviews the performance of each of the other named executive officers with the compensation and talent
committee.
The compensation and talent committee has engaged Pearl Meyer & Partners, LLC, (“Pearl Meyer”), as an
independent compensation consultant to work with them in addition to our human resources department and the
chief executive officer to assist them in developing recommendations regarding base salary levels, target
incentive awards and actual payouts, performance goals for incentive compensation and equity awards for named
executive officers. In conjunction with the annual performance review of each named executive officer, in
February of each year, the compensation and talent committee carefully considers the recommendations of the
chief executive officer with respect to the other executive officers when setting base salary, bonus payments
under the prior year’s incentive compensation plan, and target amounts and performance goals for the current
year’s incentive compensation plan. In addition, the compensation and talent committee similarly determines
equity incentive awards, if any, for each named executive officer.
Moreover, the compensation and talent committee considers the results of the advisory vote on named
executive officer compensation, or the “say on pay” vote, that is completed each year at our annual meeting of
stockholders.
At the May 2015 annual meeting of stockholders, the Company held its annual say on pay vote. The results
of the say on pay vote held in May 2015 were as follows:
For 15,159,954 87.56%
Against 2,077,340 12.00%
Abstain 76,410 0.44%
As part of ongoing efforts to be responsive to the concerns of our investors regarding our executive
compensation programs and to reward outstanding operational and financial performance, the compensation and
talent committee will, in consultation with Pearl Meyer, continue to consider changes to our compensation
programs as appropriate in response to input from stockholders and evolving factors such as the business
environment and competition for talent.
The compensation and talent committee will continue to consider the outcome of our say on pay votes,
regulatory changes and emerging best practices when making future compensation decisions for our named
executive officers.
Our compensation plans are developed, in part, by utilizing publicly available compensation data and
subscription compensation survey data for national and regional companies in the technology, defense, household
durables and robotics industries. We believe that the practices of this group of companies provide us with
appropriate compensation benchmarks, because these companies have similar organizational structures and tend
to compete with us to attract executives and other employees. For benchmarking executive compensation, we
typically review the compensation data for companies with revenues, numbers of employees and market
capitalizations similar to our profile.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
31