Andrew Miller
IRBTAbout Andrew Miller
Andrew Miller, age 64, is Chairman of the Board at iRobot (IRBT), serving as a director since 2016 and appointed Chairman in January 2024; he sits on the Audit Committee and the Nominating and Corporate Governance Committee and is designated an SEC “audit committee financial expert.” He previously served as EVP & CFO of PTC (2015–2019) and CFO of Cepheid (2008–2015), with prior financial leadership roles at Autodesk, MarketFirst Software, Cadence Design Systems, and Silicon Graphics. He holds a B.S. in Commerce (Accounting) from Santa Clara University and was a CPA .
Past Roles
| Organization | Role | Tenure | Responsibilities/Impact |
|---|---|---|---|
| PTC, Inc. | EVP & CFO | 2015–2019 | Led global finance, tax & treasury, IR, IT, pricing, real estate, customer administration |
| Cepheid | CFO | 2008–2015 | Built finance/IT teams and a nationally recognized IR program |
| Autodesk; MarketFirst Software; Cadence Design Systems; Silicon Graphics | Financial leadership roles | Not disclosed | Various senior finance roles (dates not specified in proxy) |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verint Systems (Nasdaq: VRNT) | Director | Since Dec 2019 | Chair of Audit Committee |
| Vontier Corporation (NYSE: VNT) | Director | Since Oct 2020 | Chair of Audit Committee; Member, Compensation Committee |
| United Online, Inc. | Director (former) | 2014–2016 | Audit Chair; Compensation Committee (historic) |
Board Governance
- Current roles: Independent Chairman; Member, Audit; Member, Nominating & Corporate Governance .
- Independence: Board determined Miller and all standing committee members are independent under Nasdaq and SEC rules .
- Attendance: Board met 8 times in FY2024; each director attended ≥75% of board and committee meetings (exception noted for an excused director), implying Miller met the attendance threshold .
- Executive sessions: Independent directors met in executive session 4 times in 2024, chaired by the independent Chairman .
- Committee activity: Audit met 11 times in 2024; Nominating & Corporate Governance met 4 times; Compensation & Talent met 5 times .
- Governance reforms on 2025 ballot: Proposals to eliminate supermajority voting, declassify the board, and permit stockholders to call special meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $55,000 | Non-employee directors |
| Lead Independent Director retainer | $25,000 | If applicable |
| Audit Committee membership | $12,500 | Additional $12,500 for chair |
| Compensation & Talent Committee membership | $10,000 | Additional $10,000 for chair |
| Nominating & Corporate Governance Committee membership | $5,000 | Additional $5,000 for chair |
| Chairman of the Board additional retainer (2024) | $60,000 | Approved in 2024 |
| Andrew Miller (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Director Compensation | 147,468 | 199,997 | 347,465 |
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSUs for re-elected non-employee directors | $200,000 | Vest in full on first anniversary of grant | Standard director equity; time-based (no performance metrics) |
No options or PSUs are disclosed for non-employee director compensation; director equity awards are time-based RSUs, not tied to performance metrics .
Other Directorships & Interlocks
- External audit chair roles at Verint and Vontier suggest strong financial oversight expertise, but also represent significant time commitments .
- Historical related-party exposure at election (2016): While CFO at PTC, iRobot paid ~$1.2M to PTC for services since Jan 1, 2015; this is historical and predates Miller’s 2019 departure from PTC. No related-party transactions are disclosed for 2024 .
Expertise & Qualifications
- Finance/audit: SEC “audit committee financial expert” designation; deep experience in capital management and investor relations .
- Technology/software/cloud: Leadership across software, cloud infrastructure, and connected technologies aligned with iRobot’s smart home strategy .
- Governance: Service as independent Chairman; committee service across Audit and Nominating & Governance .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Total beneficial ownership (shares) | 17,085 | March 3, 2025 |
| Ownership % of outstanding | <1% (asterisk in proxy) | March 3, 2025 |
| Unvested RSUs (director grants) | 20,986 | Dec 28, 2024 |
| Hedging/pledging | Prohibited under policy unless compensation committee approval; no approvals to date | Policy and history |
| Stock ownership guidelines | Directors expected to hold 6× annual cash retainer; 5 years to comply; 20% retention on vested shares until compliant | Policy |
| Compliance status | Not individually disclosed | — |
Insider Trades & Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) reporting (FY2024) | On-time (no delinquency reported for Miller) | 2025 proxy lists delinquencies; Miller not listed |
Governance Assessment
- Strengths: Independent Chairman; strong audit oversight (11 meetings in 2024) and Miller’s audit expert designation; robust independence across committees; regular executive sessions; investor-friendly charter amendments proposed (declassification, eliminate supermajority, special meeting rights) .
- Alignment: Director equity via time-based RSUs; stock ownership guidelines for directors; hedging/pledging prohibited absent approval (none granted) .
- Engagement: Attendance ≥75% threshold; board met 8 times; independent sessions held 4 times .
- Conflicts/Red Flags: No related-party transactions in 2024; no Section 16(a) delinquency for Miller; historical PTC vendor relationship at 2016 election noted but not current. No pledging/hedging approvals .
- Shareholder sentiment: 2024 say-on-pay approval 92.4% (For 11,269,907; Against 922,741), indicating broad support for compensation oversight framework .