Julien Mininberg
IRBTAbout Julien Mininberg
Julien Mininberg, 60, has served as an independent director of iRobot since June 2024 and is nominated for re‑election as a Class II director with a term through 2028 if approved. He serves on the Audit Committee and the Compensation and Talent Committee; the board has determined he is independent under Nasdaq and SEC standards and financially literate for Audit Committee service. He holds a B.A. and MBA from Yale University and previously served as CEO of Helen of Troy (2014–March 2024). Attendance note: due to pre‑disclosed scheduling conflicts after joining in June 2024, he did not meet the 75% threshold in 2024 but was formally excused by the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helen of Troy Limited (Nasdaq: HELE) | Chief Executive Officer; Director | CEO: 2014–Mar 2024; Director: 2014–2024 | Led multi‑year transformation; twice recognized by Institutional Investor as top mid‑cap CEO; drove global consumer brands strategy |
| Kaz, Inc. | President; Chief Executive Officer | 2006–2010 | Led turnaround; later acquired by Helen of Troy |
| Procter & Gamble (NYSE: PG) | General management and marketing leadership roles | ~15 years (U.S. and Latin America) | Consumer products operating expertise and brand building |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SpartanNash Company (Nasdaq: SPTN) | Independent Director | Since Apr 2022 | Member: Compensation; Nominating & Corporate Governance |
| Kettle Cuisine (Private) | Chairman of the Board | Since 2024 | Governance leadership for private food company |
| L Catterton | Senior Advisor | Current | PE advisory; consumer sector insights |
| Yale School of Management | Board of Advisors | Current | Strategic academic advisory role |
Board Governance
- Board meetings and executive sessions: The board met 8 times in FY2024 and independent directors held 4 executive sessions.
- Committee memberships: Mininberg is a member of the Audit Committee (met 11 times in 2024) and the Compensation & Talent Committee (met 5 times in 2024); both committees comprise independent directors.
- Audit expertise: The board determined Mininberg is financially literate; Golz and Miller are designated audit committee financial experts.
- Independence: The board determined Mininberg (and all standing committee members) are independent under Nasdaq and SEC rules.
- Attendance: All directors met ≥75% attendance in 2024 except Mininberg, who disclosed scheduling conflicts upon joining in June 2024 and was excused by the board.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer for board membership (non‑employee directors) | $55,000 | Cash retainer per director compensation policy |
| Audit Committee membership fee | $12,500 | Annual cash retainer; +$12,500 if chair (not applicable to Mininberg) |
| Compensation & Talent Committee membership fee | $10,000 | Annual cash retainer; +$10,000 if chair (not applicable to Mininberg) |
| Cash fees actually paid to Mininberg (FY2024) | $38,599 | Reflects partial‑year service starting June 2024 |
Additional policy notes:
- Non‑employee directors may defer cash fees into stock units under the Deferred Compensation Program; settlement in company shares at service end or elected time.
- Director compensation limit in Amended 2018 Plan: aggregate annual director compensation (cash + equity awards) capped at $750,000; ≤50,000 shares may be issued to any non‑employee director per year.
Performance Compensation
| Equity Component | Grant Value | Award Type | Vesting & Metrics |
|---|---|---|---|
| Annual RSU grant (re‑elected non‑employee directors) | $200,000 | RSU | Grants at end of 10th week of quarter of annual meeting; vests 100% on 1st anniversary; no performance conditions (time‑based vesting only) |
| Mininberg stock awards (FY2024 reported) | $199,995 | RSU | FY2024 director equity reported under ASC 718; consistent with annual $200k program |
Compensation metrics structure (directors):
- Equity grants are time‑vested RSUs; there are no director PSUs or stock options in FY2024; minimum vesting ≥50 weeks for annual director grants per plan rules.
- No repricing of options/SARs without stockholder approval; shares withheld for taxes not recycled into the share pool.
Other Directorships & Interlocks
| Company | Relationship to IRBT | Interlock/Conflict Indicator |
|---|---|---|
| SpartanNash (SPTN) | Unrelated food distribution/retail | No IRBT related‑party transactions disclosed for 2024; no interlocks noted |
| Kettle Cuisine (Private) | Unrelated private food company | No IRBT related‑party transactions disclosed for 2024 |
| L Catterton | PE advisory | No IRBT related‑party transactions disclosed for 2024 |
- Related‑party transactions: The company reported no transactions ≥$120,000 with directors/officers or their immediate families in 2024.
Expertise & Qualifications
- 30+ years leading consumer brands and turnarounds (Helen of Troy CEO; Kaz turnaround), plus 15 years at P&G in general management and marketing across the Americas.
- Consumer strategy and DTC experience aligned with iRobot’s consumer technology focus; audit‑committee financial literacy supports oversight of operating and restructuring initiatives.
- Current governance roles on public and private boards (SpartanNash committees; Kettle Cuisine chair) provide perspective on compensation, nominating, and governance best practices.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares beneficially owned (Mar 3, 2025) | 0 | As reported in Security Ownership table |
| Percent of shares outstanding | <1% | “*” indicates less than 1% |
| Unvested RSUs held (Dec 28, 2024) | 21,030 | Aggregate unvested RSUs as of FY2024 year‑end |
| Hedging/pledging | Prohibited (unless pre‑approved); no approvals requested | Insider trading policy since 2005 prohibits hedging/pledging absent committee approval; none requested/granted to date |
| Director stock ownership guideline | 6× annual cash retainer; 5 years to comply; 20% net shares retention until compliant | Applies to all directors; unvested awards excluded from guideline calculation |
Governance Assessment
- Positives: Independent director; dual committee service (Audit; Compensation); financially literate; strong consumer operating background; board uses independent comp consultant (Pay Governance) and has robust clawback and ownership policies.
- Structural shareholder‑friendly signals: Annual director equity grants are time‑based and modest ($200k); director comp capped by plan; no related‑party transactions in 2024; stock options/SARs cannot be repriced without stockholder approval.
- Watch‑items/RED FLAGS to monitor: 2024 attendance exception (excused due to post‑joining conflicts) may warrant tracking in 2025 for engagement trend; zero beneficial ownership as of March 3, 2025 suggests early stage toward guideline alignment (5‑year compliance window applies).
- Broader governance context: 2024 say‑on‑pay support was high (92.4% “For”), indicating shareholder confidence in compensation framework during restructuring; board proposed declassification and eliminating supermajority requirements, both positive governance moves.