IRBT » Topics » Compensation Committee

This excerpt taken from the IRBT DEF 14A filed Apr 13, 2009.
Compensation Committee
 
The compensation committee of the board of directors currently consists of Mr. McNamee, Gen. Kern, and Dr. Chwang, each of whom is an independent director within the meaning of the director independence standards of NASDAQ, a non-employee director as defined in Rule 16b-3 of the Exchange Act, and an outside director pursuant to Rule 162(m) of the Internal Revenue Code. Mr. McNamee serves as the chairman of the compensation committee. The compensation committee’s responsibilities include:
 
  •  annually reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer;
 
  •  evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive officer;


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  •  overseeing and administering our compensation, welfare, benefit and pension plans and similar plans; and
 
  •  reviewing and making recommendations to the board with respect to director compensation.
 
The compensation committee met six (6) times and took action by unanimous written consent fourteen (14) times during the fiscal year ended December 27, 2008. The compensation 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.
 
This excerpt taken from the IRBT DEF 14A filed Apr 14, 2008.
Compensation Committee
 
The compensation committee of the board of directors currently consists of Mr. McNamee, Gen. Kern, and Dr. Chwang, each of whom is an independent director within the meaning of the director independence standards of NASDAQ, a non-employee director as defined in Rule 16b-3 of the Exchange Act, and an outside director pursuant to Rule 162(m) of the Internal Revenue Code. Mr. McNamee serves as the chairman of the compensation committee. The compensation committee’s responsibilities include:
 
  •  annually reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer;
 
  •  evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive officer;


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  •  overseeing and administering our compensation, welfare, benefit and pension plans and similar plans; and
 
  •  reviewing and making recommendations to the board with respect to director compensation.
 
The compensation committee met four (4) times and took action by unanimous written consent twelve (12) times during the fiscal year ended December 29, 2007. The compensation 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.
 
This excerpt taken from the IRBT DEF 14A filed Apr 30, 2007.
Compensation Committee
 
The compensation committee of the board of directors currently consists of Mr. McNamee, Gen. Kern, and Dr. Chwang, each of whom is a non-employee director as defined in Rule 16b-3 of the Exchange Act, and an outside director pursuant to Rule 162(m) of the Internal Revenue Code. Gen. Kern was named to the board of directors in May 2006. Prior to that date, Mr. Meekin was a member of the committee. Mr. McNamee serves as the chairman of the compensation committee. The compensation committee’s responsibilities include:
 
  •  annually reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer;
 
  •  evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive officer;
 
  •  determining the compensation for executive officers other than our chief executive officer;
 
  •  overseeing and administering our incentive-based compensation, equity-based compensation, welfare, benefit and pension plans and similar plans; and
 
  •  reviewing and making recommendations to the board with respect to director compensation.
 
The compensation committee met three (3) times and took action by unanimous written consent fourteen (14) times during the fiscal year ended December 30, 2006. The compensation 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.
 
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