Gary Cohen
IROBOTAbout Gary Cohen
Gary S. Cohen (age 63) has served as iRobot’s Chief Executive Officer since May 6, 2024, and as a director since May 2024; he is a turnaround-oriented consumer products leader with prior CEO roles at Qualitor Automotive and Timex, and senior roles at Energizer, Playtex and Gillette . 2024 performance context under new leadership: revenue declined 23% and operating loss was $103M as restructuring actions began . iRobot’s 5‑year TSR fell to $15.31 on a $100 basis at 12/31/2024, underscoring the reset underway; relative TSR was the primary 2022 PSU metric and paid below threshold for the 3‑year tranche . In Q3’25, revenue was $145.8M with GAAP operating loss of ($17.7)M, and management disclosed going‑concern risk and a strategic review that may require a bankruptcy process absent a transaction .
Education: not disclosed in 2025 proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Qualitor Automotive | CEO and board member | 2015–2022 | Led transformation, ~100% sales and profit increase via proprietary product design, supply chain improvement, and omnichannel expansion . |
| Timex | CEO | 2011–2013 | Led ~$800M multi-brand, global team, drove sales via new advertising platform, portfolio restructuring . |
| Energizer; Playtex; Gillette | Various leadership roles | Not disclosed | Sales/marketing, product development, brand building, omnichannel, manufacturing, supply chain, and M&A experience . |
External Roles
| Organization | Role | Committee roles | Notes |
|---|---|---|---|
| Qualitor Automotive (private) | Director (while CEO) | — | Board service noted during CEO tenure . |
| Other public company boards | — | — | None disclosed for Gary Cohen in 2025 proxy . |
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base salary | $700,000 | Annualized as CEO (appointed May 2024). |
| Target bonus (% of base) | 100% | Under SEICP; 100% of target tied to company metrics . |
| Actual bonus paid (2024) | $229,509 (guaranteed 50% of prorated target) | No formula SEICP payout earned; guaranteed/minimum applied per offer . |
Performance Compensation
Cash incentive plan (SEICP) outcomes – FY2024
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Non‑GAAP Operating Loss excl. cash incentive expense ($M) | 70% | (35.1) | (31.9) | (25.5) | (112.9) | 0% |
| GAAP Total Revenue ($M) | 30% | 766.3 | 851.5 | 1,021.7 | 681.8 | 0% |
| Total payout | — | 50% | 100% | 200% | — | 0% |
Notes:
- No SEICP bonuses were earned for 2024 performance; only pre‑arranged guarantees/sign-on applied where disclosed .
2024 equity awards (grant, structure, vesting)
| Award type | Grant date | Shares/Target | Grant date fair value | Performance/vesting terms |
|---|---|---|---|---|
| RSUs | 6/7/2024 | 290,000 | $2,763,700 | Time‑based; 1/3 on first anniversary, remaining 2/3 in equal quarterly installments over the next two years . |
| PSUs (stock‑price milestones) | 6/7/2024 | 435,000 target | $3,475,650 | Earn based on 60‑day VWAP milestones: $10, $12.50, $15, $20 (4 tranches at 25% each); 4‑year performance period; earned tranches vest on later of milestone attainment or earliest vest date (Tranche 1 earliest 6/7/2025; Tranche 2 6/7/2026; Tranches 3–4 6/7/2027) . |
PSU tranche schedule
| Tranche | Weight | Milestone (60‑day VWAP) | Earliest vest date |
|---|---|---|---|
| 1 | 25% | $10.00 | 6/7/2025 (1 year) |
| 2 | 25% | $12.50 | 6/7/2026 (2 years) |
| 3 | 25% | $15.00 | 6/7/2027 (3 years) |
| 4 | 25% | $20.00 | 6/7/2027 (3 years) |
Additional context:
- As of 12/28/2024, no price‑milestone PSUs had been earned; 2022 TSR‑based PSUs paid 0% for the 3‑year period and 26.7% overall across the three tranches .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,150 shares; under 1% of outstanding . |
| Unvested awards at 12/28/2024 | RSUs: 290,000 units ($2,305,500 at $7.95). PSUs: 108,750 target units ($864,563 at $7.95); market values at 12/27/2024 close . |
| Options | No stock options outstanding; company indicates no options remaining outstanding . |
| Stock ownership guidelines | CEO: 6× base salary; 5‑year compliance window; must retain 20% of net shares until in compliance . |
| Hedging/pledging | Prohibited by policy; pledging only with committee approval; no approvals to date . |
| Potential selling/vesting overhang | RSUs: first vesting on 6/7/2025 (1‑year cliff for 1/3 of grant); PSUs: earliest vest on 6/7/2025 for Tranche 1 only if $10 VWAP hurdle is attained (requires 60 consecutive days) . |
Employment Terms
| Provision | Non‑CIC termination (without cause) | Change‑in‑control (double trigger) |
|---|---|---|
| Cash severance | 12 months of base salary + pro‑rated target bonus, paid in 12 monthly installments . | 24 months of base salary + 24 months of target bonus (each at 200% of base and target), paid in 24 monthly installments . |
| Equity | No acceleration (except as otherwise provided in specific awards) . | Full vesting and exercisability of all unvested equity upon qualifying termination in CIC window (from 45 days before announcement through 1 year post‑CIC) . |
| Benefits | COBRA premiums paid by company up to 12 months (non‑CIC) or 24 months (CIC) . | |
| Conditions | Separation agreement/release; compliance with noncompetition, inventions and/or nondisclosure obligations . | |
| Clawback | Amended and restated policy (Aug 1, 2023) to recover excess incentive pay after a restatement; applies to current/former executive officers (3‑year lookback) . | |
| Tax gross‑ups | None . |
Illustrative severance math disclosure (company estimates at 12/28/2024):
- Non‑CIC termination: cash + benefits for CEO totaled $1,427,336; no equity acceleration .
- CIC double trigger: cash + benefits $2,854,672 plus equity acceleration value $5,763,750; total $8,618,422 (market‑value based) .
Board Governance
- Role and independence: Cohen is CEO and a director (Class I); he is not independent. Board leadership is separated—Andrew Miller serves as independent Chairman .
- Committee memberships: Cohen has no committee assignments; Audit (chair: Karen Golz), Compensation & Talent (chair: Michelle Stacy), and Nominating & Corporate Governance (chair: Eva Manolis) are fully independent .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Director pay: Employee directors (e.g., Cohen) receive no additional director compensation; non‑employee directors receive cash retainers and annual RSUs per policy .
Dual‑role implications:
- Governance mitigants include independent Chair and fully independent key committees; Cohen’s non‑independence as CEO‑director is standard but underscores reliance on committee oversight for compensation and risk matters .
Performance & Track Record
- 2024 actions under new leadership: ~51% workforce reduction (~572 employees), $215M OpEx reduction vs. 2023, R&D down $50M; supply‑chain/manufacturing shifts; portfolio focus on robotic floorcare; centralized marketing; multiple new products in 2024 with broader 2025 launch plan .
- 2024 pay‑for‑performance alignment: no annual incentive payout; 2022 PSU program paid 0% on the 3‑year rTSR tranche and 26.7% overall; 2024 stock‑price PSU awards require sustained price hurdles to earn .
- 2025 liquidity and strategy: Q3’25 revenue $145.8M; GAAP operating loss ($17.7)M; cash and equivalents $24.8M; management disclosed substantial doubt about going concern and noted strategic review outcomes are unlikely outside a bankruptcy process absent a transaction .
Compensation Committee Analysis
- Committee composition: Michelle Stacy (Chair), Michael Loparco, Julien Mininberg, Dr. Ruey‑Bin Kao; all independent/non‑employee directors .
- Consultant: Pay Governance served as independent advisor; committee determined no conflicts of interest and maintained consultant independence .
- Peer group methodology: hybrid consumer tech/hardware peers; early‑2024 benchmarking referenced 2023 peer set at 25th percentile given down‑sizing; later‑2024 supplemented with size‑appropriate survey data (median market cap ~$335M) .
Peer companies used for early‑2024 decisions:
- Consumer tech: Alarm.com, Corsair, Garmin, GoPro, Logitech, NETGEAR, Roku, Sonos, Universal Electronics, Vizio .
- Broader tech: 3D Systems, Dolby, FARO, Novanta, Trimble .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say‑on‑pay (May 2024) | 92.4% FOR (11,269,907 For; 922,741 Against) . |
Director Service Details (Gary Cohen)
| Attribute | Detail |
|---|---|
| Director since | 2024 . |
| Board class/term | Class I; term then set to expire at 2027 meeting (company also seeking declassification) . |
| Independence | Not independent (CEO) . |
| Committees | None . |
| Director compensation | None (employee director) . |
Legal Proceedings and Red Flags (Executive‑Specific)
- Consolidated shareholder derivative actions filed in 2025 name “Gary Cohen, et al.” as defendants (In re iRobot Corporation Derivative Litigation, S.D.N.Y., Lead Case No. 1:25‑cv‑06625); preliminary stage; no loss estimate .
- Separate securities class action (premier case transferred to D. Mass) dismissed with prejudice at district court; appeal pending at First Circuit; oral argument held Sept 8, 2025 .
- Liquidity/going‑concern risk and strategic review outcomes (potential bankruptcy process) amplify execution and retention risk .
Compensation Structure Analysis (Signals)
- Strong downside alignment: zero SEICP payout for 2024, and 2022 TSR PSUs paid 0% on 3‑year; the 2024 stock‑price PSUs require sustained share‑price recovery to earn/vest—shifting emphasis to shareholder returns .
- Retention levers: guaranteed partial‑year bonus for 2024 and sizable time‑based RSUs support near‑term retention amid transformation and liquidity stress .
- Potential supply/dilution: equity plan share pool increased in 2024 and proposed to increase by 1.7M shares in 2025 to maintain competitiveness under cash constraints; three‑year average gross burn 5.52% (net 3.84%) .
- Hedging/pledging: prohibited without approval; no approvals to date—a positive alignment indicator .
Equity Ownership Snapshot (as of March 3, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Gary Cohen | 2,150 | <1% |
Vesting and Potential Insider‑Selling Pressure (Watchlist)
- RSUs: 1/3 cliff on 6/7/2025; remaining vests quarterly thereafter—monitor around vest dates for potential liquidity events .
- PSUs: earnings contingent on 60‑day VWAP milestones; first potential vest on 6/7/2025 for Tranche 1 if $10 threshold is met—creates event‑driven incentive to maintain price above hurdles across the measurement window .
- Options: none outstanding; reduces leverage to upside but also removes option‑repricing risk .
Employment Terms – Change‑in‑Control Economics (Summary)
| Element | Amount/Term |
|---|---|
| Cash severance (CIC) | 200% base + 200% target bonus (paid over 24 months) . |
| Equity acceleration | Full vesting and exercisability upon qualifying termination in CIC window . |
| Benefits | COBRA premiums up to 24 months . |
| Excise tax gross‑up | None . |
Investment Implications
- Pay‑for‑performance alignment strengthened: zero 2024 SEICP payout and tough stock‑price PSUs suggest realized pay will track shareholder outcomes; however, material time‑based RSUs still provide retention value during a liquidity crisis .
- Retention and overhang risk: low direct share ownership (2,150 shares) and significant unvested equity with 6/7/2025 cliff/earliest vest dates create focal points for talent retention and potential trading pressure; watch vest windows and Form 4s .
- Downside risk from litigation/liquidity: consolidated derivative litigation naming Cohen, combined with going‑concern warnings and a strategic review that may culminate in a bankruptcy process, increase execution and equity value impairment risk near‑term .
- CIC incentives and process: sizable double‑trigger CIC package and full equity acceleration could align management with value‑maximizing transactions, but current disclosures indicate recent sale discussions were below market price and outcomes may need a court‑supervised process .