iRobot Corporation filed SEC Form 8-K: Leadership Update
$IRBT
Consumer Electronics/Appliances
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 26, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Executive Cash Retention Bonuses
On March 26, 2025 (the “Approval Date”), the Board of Directors (the “Board”) of iRobot Corporation (the “Company”), upon the recommendation of the Compensation and Talent Committee of the Board, approved cash retention bonuses for the Company’s named executive officers who are currently serving as executive officers (the “Bonus Recipients”) in the amounts set forth in the table below (the “Retention Bonuses”). In connection with the Board’s continued strategic review of alternatives for the Company’s business, the Retention Bonuses were awarded to incentivize the continued employment with the Company of the Bonus Recipients through December 31, 2025 (the “Retention Date”). The Retention Bonuses are in lieu of participation by the Bonus Recipients in the Company’s 2025 annual senior executive incentive compensation plan (SEICP), and shall be paid to the Bonus Recipients within 30 days after the Approval Date. In the event that a Bonus Recipient’s employment with the Company is terminated by the Company for “cause” (as defined below) or a Bonus Recipient resigns without “good reason” (as defined in such Bonus Recipient’s executive employment agreement with the Company) prior to the earlier of (i) the Retention Date or (ii) the closing of a “Sale Event” (as defined in the Company’s 2018 Stock Option and Incentive Plan, as amended), then such Bonus Recipient is required to repay the Company the after-tax amount of such Bonus Recipient’s Retention Bonus within 90 days following the date of termination. For purposes of the Retention Bonuses, “cause” shall mean (i) an unauthorized use or disclosure by the Bonus Recipient of the Company’s confidential information or trade secrets (unless permitted by applicable law), or (ii) a material breach of any agreement between the Bonus Recipient and the Company, in either case, which results in material harm to the Company.
| Bonus Recipient | Title | Retention Bonus | ||||||
| Gary Cohen | Chief Executive Officer | $700,000 | ||||||
| Jeffrey Engel | President & Chief Operating Officer | $510,000 | ||||||
| Karian Wong | EVP & Chief Financial Officer | $337,500 | ||||||
| Jules Connelly | SVP & Chief Human Resources Officer | $210,000 | ||||||
The Retention Bonuses are subject to the terms of an Executive Bonus Letter Agreement entered into with each Bonus Recipient and the summary above is qualified in its entirety by reference to the form of Executive Bonus Letter Agreement, which the Company intends to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025.
Approval of Executive Sale Bonus Plan
On March 26, 2025, the Board, upon the recommendation of the Compensation and Talent Committee of the Board, also approved an Executive Sale Bonus Plan pursuant to which the Bonus Recipients will be eligible to receive cash bonuses upon the closing of a Sale Event (the “Sale Bonuses”). Each Bonus Recipient has a minimum and a target Sale Bonus, as set forth in the table below. However, the actual amount of the Sale Bonuses payable to the Bonus Recipients will be based upon the amount of net proceeds received by the Company in a Sale Event and are not subject to a cap. In the event that a Bonus Recipient’s employment with the Company is terminated by the Company for cause or a Bonus Recipient resigns without good reason prior to the closing of a Sale Event, then such Bonus Recipient will not be eligible to receive a Sale Bonus.
| Bonus Recipient | Title | Minimum Sale Bonus | Target Sale Bonus | ||||||||
| Gary Cohen | Chief Executive Officer | $1,188,000 | $3,960,000 | ||||||||
| Jeffrey Engel | President & Chief Operating Officer | $580,500 | $1,935,000 | ||||||||
| Karian Wong | EVP & Chief Financial Officer | $418,500 | $1,395,000 | ||||||||
| Jules Connelly | SVP & Chief Human Resources Officer | $256,500 | $855,000 | ||||||||
The summary above is qualified in its entirety by reference to the terms of the Executive Sale Bonus Plan, which the Company intends to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 2025 | iRobot Corporation | |||||||
| By: /s/ Kevin Lanouette | ||||||||
| Name: Kevin Lanouette | ||||||||
| Title: Senior Vice President and General Counsel | ||||||||