Jeffrey Engel

About Jeffrey Engel

Jeffrey Engel, age 64, is iRobot’s President and Chief Operating Officer (appointed August 6, 2024), after serving as Chief Restructuring Officer from January–August 2024; he is a global turnaround and restructuring advisor with 30+ years of C‑suite and advisory experience across the Americas, EMEA and APAC, including roles at AlixPartners, Kearney, Ford Motor Company, and Westpoint Stevens (Icahn Enterprises) and holds an M.B.A. from the University of Notre Dame and a B.A. in Business Administration from the University of Iowa . In 2024, iRobot faced a 23% revenue decline with a GAAP net loss of $145.5M and non‑GAAP operating loss of $117.8M, while executing a major restructuring (51% workforce reduction) that reduced operating expenses by $215M; against annual plan metrics, Revenue and non‑GAAP operating loss missed thresholds, yielding 0% corporate bonus payout .

Company performance snapshot (FY 2024):

• Net Income (GAAP): -$145.5M
• Non‑GAAP Operating Income (Loss): -$117.8M
• Annual Incentive Metrics (weight): Non‑GAAP Op Loss (70%) threshold -$35.1M vs actual -$112.9M; Revenue (30%) threshold $766.3M vs actual $681.8M; payout 0%

Past Roles

External Roles

• No public company directorships disclosed for Mr. Engel in the proxy .

Fixed Compensation

One‑Time/Guaranteed Cash

Performance Compensation

Annual Incentive Plan (SEICP) – 2024 Outcomes

Notes:

• Company results missed thresholds on both metrics; no SEICP payout for NEOs, except new‑hire/guaranteed elements per above .

Long‑Term Equity (granted 2024)

RSUs

• Grant: 188,955 RSUs; grant date fair value $1,128,061 .
• Vesting: 1/3 after 1 year, remaining 2/3 in quarterly installments over the next two years (for Engel’s 9/6/2024 grant, first vest date 9/6/2025) .

PSUs (Stock Price Milestone PSUs)

Equity Ownership & Alignment

Notes:

• Shares outstanding used in beneficial ownership table: 30,628,585 (as of March 3, 2025) .
• Insider trading policy and procedures described and included as Exhibit 19.1 to 2024 Form 10‑K .

Employment Terms

Illustrative potential benefits for Jeffrey Engel (as of 12/28/2024):

• Termination without cause (no CIC): $600,000 base + $510,000 bonus + $19,025 benefits; total $1,129,025 .
• CIC double‑trigger: $1,200,000 base + $1,020,000 bonus + $38,051 benefits + $2,945,475 equity acceleration; total $5,203,526 .

Clawback: Amended and restated clawback policy adopted August 1, 2023; requires recovery of erroneously awarded incentive compensation for current/former executive officers upon restatements (3 prior fiscal years), subject to limited exceptions .

Investment Implications

• Pay-for-performance and retention: Engel’s 2024 cash incentive payout was anchored by a guaranteed minimum (50% of prorated target) and a $425k sign‑on with a $170k second tranche payable in July 2025 contingent on continued service—supporting near‑term retention as transformation continues .
• Alignment via equity with milestone leverage: 2024 grants are predominantly equity—188,955 RSUs and 181,545 PSUs with stock price hurdles—creating strong alignment to shareholder outcomes; none of the PSU price milestones had been met by FY‑end 2024, preserving upside optionality if execution improves and share price sustains above $10/$12.50/$15/$20 for 60 consecutive days .
• Potential supply/vesting windows: RSUs begin vesting on 9/6/2025 (one‑year cliff), with quarterly vesting thereafter; PSU tranches, if earned, have earliest vesting dates in 2025/2026/2027/2028, introducing potential selling pressure windows near those dates (subject to trading windows and policy constraints) .
• Strong CIC/change‑in‑control protection: Double‑trigger CIC terms (200% base and bonus, 24 months benefits, full equity acceleration) indicate robust protection and could meaningfully monetize in strategic scenarios; as of 12/28/2024, total CIC value estimated at ~$5.2M for Engel including equity acceleration .
• Governance and risk controls: Stock ownership guidelines (2x salary for senior execs), prohibition on hedging/pledging (with no pledging approvals), and a 2023‑adopted clawback policy mitigate misalignment and reputational risk; Engel’s beneficial ownership was 0 shares as of March 3, 2025, consistent with his August 2024 start and one‑year RSU cliff .

Appendix: Key 2024 Compensation and Equity Tables (Engel)

2024 Summary Compensation (reported)

2024 Grants and Outstanding (year‑end)

Source notes: All figures and terms are drawn from iRobot’s 2025 Definitive Proxy Statement (DEF 14A) filed March 31, 2025. Citations reference document and chunk numbers in brackets.