iRobot 2015 Annual Report Download - page 49

Proxy Statement
Risk Oversight of Compensation Programs
The compensation and talent committee annually reviews and believes our compensation program for
executive officers is not structured to be reasonably likely to present a material adverse risk to us based on the
following factors:
• Our compensation program for executive officers is designed to provide a balanced mix of cash and
equity and annual and longer-term incentives, including compensation based on the achievement of
performance targets.
• The base salary portion of compensation is designed to provide a steady income regardless of our
stock price performance so executives do not feel pressured to focus primarily on stock price
performance to the detriment of other important business metrics.
• Our stock option grants and restricted stock unit grants generally vest over four years and, in the case
of stock options, are only valuable if our stock price increases over time.
• Our PSUs vest only after the achievement of significant long-term metrics designed to drive the long-
term interests of our stockholders.
• PSU awards align the interests of our executive officers with the success of our business strategy.
• Maximum payout levels for cash incentive compensation are capped.
• Our stock ownership guidelines align the interests of our executive officers with those of our
stockholders.
Compensation Consultant Independence
Pursuant to its charter, the compensation and talent committee has the sole authority to retain, terminate,
obtain advice from, oversee and compensate its outside advisors, including its compensation consultant.
In 2014 in preparation for the 2015 fiscal year, the compensation and talent committee retained Pearl Meyer
as its independent executive compensation consultant. None of our management team participated in the
compensation and talent committee’s decision to retain Pearl Meyer. Pearl Meyer reports directly to the
compensation and talent committee, and the compensation and talent committee may replace Pearl Meyer or hire
additional consultants at any time. Pearl Meyer attends meetings of the compensation and talent committee, as
requested, and communicates with the chairman of the compensation and talent committee between meetings;
however, the committee makes all decisions regarding the compensation of the Company’s executive officers.
Pearl Meyer provides various executive compensation services to the compensation and talent committee
with respect to our executive officers and other key employees at the compensation and talent committee’s
request. The services Pearl Meyer provides include advising the compensation and talent 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 and talent committee reviews the services provided by its outside consultants and
believes Pearl Meyer is independent in providing executive compensation consulting services. The compensation
and talent committee conducted a specific review of its relationship with Pearl Meyer in 2015, and determined
Pearl Meyer’s work for the compensation and talent 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 and talent committee noted the following during 2015:
• Pearl Meyer did not provide any services to us or our management other than service to the
compensation and talent committee (including compensation benchmarking for our senior leadership
team), and it its services were limited to executive compensation consulting;
• Fees paid by us to Pearl Meyer represented less than 1.0% of Pearl Meyer’s total revenue for the period
January 2015 through December 2015;
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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