Eva Manolis
IRBTAbout Eva Manolis
Independent director since 2019 (age 61), Eva Manolis brings 30+ years of consumer technology, product development, and global e‑commerce leadership to iRobot. She chairs the Nominating & Corporate Governance Committee and is deemed an independent director under Nasdaq/SEC standards; she attended at least 75% of board and committee meetings in 2024 (board met 8 times; only one director was below 75% and was excused) . Her background includes senior leadership at Amazon (VP, Consumer Shopping 2010–2016; prior VP roles 2005–2010) and founding Shutterfly; she is also a current director at Fair Isaac Corporation (FICO) since April 2018 . Executive sessions of independent directors were held four times in 2024, with Andrew Miller serving as independent Chair of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com, Inc. | VP, Consumer Shopping (worldwide); prior VP roles in Web/Mobile Retail and Global Retail Applications | 2005–2016 (VP Consumer Shopping 2010–2016) | Led development of global shopping experiences across mobile app and website; drove adoption across consumer electronics and other categories |
| Shutterfly, Inc. | Founder; EVP Products, Services & Strategy | 1999–2002 | Built vision/architecture/design to profitability for Shutterfly’s website from inception |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fair Isaac Corporation (FICO) | Independent Director | Since April 2018 | Not disclosed in IRBT proxy |
| Shutterfly, Inc. | Director (former) | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; members include Michelle Stacy and Andrew Miller; the committee met 4 times in 2024 .
- Committee mandate: Oversees governance policies, board/committee evaluations, director nominations, and ESG programs/disclosures .
- Independence: Board determined Manolis and all committee members (across Audit, Compensation & Talent, and Nominating & Governance) meet Nasdaq/SEC independence standards .
- Attendance and engagement: Board met 8 times in 2024; all directors met ≥75% attendance except one newly appointed director who was excused; executive sessions of independents held 4 times .
- Governance modernization: The company is seeking stockholder approval to eliminate supermajority voting, declassify the board beginning 2026, and allow stockholders holding at least 25% to call special meetings; as N&G Chair, Manolis oversees governance policy while these proposals are advanced .
- Board leadership: Separate Chair and CEO roles; Andrew Miller serves as independent Chair .
Fixed Compensation (Director)
| Component | Policy/Amount | 2024 Actual (Manolis) |
|---|---|---|
| Annual Board Retainer (cash) | $55,000 cash retainer for non‑employee directors | $90,307 cash fees |
| Committee Membership Fees | Audit: $12,500; Compensation & Talent: $10,000; Nominating & Governance: $5,000 | Included in cash total |
| Committee Chair Fees | Audit Chair: +$12,500; Compensation Chair: +$10,000; N&G Chair: +$5,000 | Included in cash total |
| Meeting Fees | None disclosed; expenses reimbursed | Included in cash total |
| Chair of Board Retainer (for Chair only) | Additional $60,000 for Board Chair (applies to Andrew Miller) | N/A to Manolis |
Notes: Cash fees reflect pro‑rations/committee service and are as disclosed in Director Compensation Table .
Performance Compensation (Director)
| Equity Vehicle | Grant Policy | 2024 Grant (Manolis) | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | $200,000 grant at the end of the 10th week of the fiscal quarter of the annual meeting to re‑elected directors | $199,997 stock award | Vests in full on first anniversary of grant | None (time‑based) |
Directors do not receive options or performance-conditioned equity under the standard program; equity is time‑based to align with shareholder interests over tenure .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Commentary |
|---|---|---|
| Fair Isaac Corporation (FICO) | Director (since April 2018) | No disclosed related‑party transactions with IRBT in 2024 |
| Shutterfly, Inc. | Former Director | Former role; no disclosed related‑party transactions |
Compensation & Talent Committee interlocks: The proxy reports no interlocks/insider participation issues in 2024 (committee members were Stacy, Loparco, Mininberg, Kao) .
Expertise & Qualifications
- 30+ years in product development and e‑commerce within consumer technology; Amazon VP roles spanning global shopping experience across mobile/web; founder/operator experience at Shutterfly; sector expertise aligns with iRobot’s DTC, software-driven devices, and smart home roadmap .
- As N&G Chair, she leads governance policies, annual board/committee evaluations, director pipeline, and ESG oversight—key to board effectiveness and investor confidence .
Equity Ownership
| Item | Amount | As‑of Date |
|---|---|---|
| Total beneficial ownership | 16,696 shares (<1% of outstanding) | March 3, 2025 |
| Unvested RSUs (director) | 20,986 units | December 28, 2024 |
| Stock ownership guidelines (directors) | Hold common stock equal to 6× annual cash retainer; retain 20% of net shares until compliant | Policy disclosed (individual compliance not disclosed) |
| Hedging/pledging | Hedging prohibited; pledging prohibited unless pre‑approved (no approvals to date) | Policy |
Related‑Party Transactions and Conflicts
- The company disclosed no related‑party transactions ≥$120,000 in 2024 involving directors, officers, ≥5% holders, or their immediate family members; a formal related‑party transaction approval policy is in place .
- No Section 16(a) filing delinquencies were disclosed for Manolis in 2024; a list of late Form 4 filers did not include her name .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 Say‑on‑Pay received 92.4% support, indicating strong shareholder backing of compensation practices; the board/Compensation & Talent Committee consider this feedback in program design .
Governance Assessment
- Strengths: Independent status; chairs a critical governance committee; solid 2024 attendance; explicit oversight of board composition, evaluations, and ESG; no related‑party issues; strong alignment policies (director ownership guidelines; hedging/pledging prohibitions) .
- Alignment: Receives standard director equity in RSUs with one‑year vesting ($200k target), plus cash retainer and committee chair fees—mix aligns with shareholder interests without encouraging short‑term risk .
- Signals: Under her N&G leadership, iRobot is again advancing stockholder‑friendly governance changes (declassifying the board, eliminating supermajority votes, enabling stockholder‑called special meetings), which—if approved—enhance board accountability and investor rights .
- Red flags: None evident specific to Manolis—no attendance concerns, interlocks, related‑party exposure, or hedging/pledging exceptions disclosed .