Karen Golz
IRBTAbout Karen Golz
Independent director (Class III) at iRobot since November 2021; age 71; current term set to expire at the 2026 annual meeting . A retired EY partner, she served as Global Vice Chair, Professional Practice and later Global Vice Chair, Japan, and sat on EY’s Global Risk Management Executive Committee; she is a CPA with a B.S. in Accountancy (summa cum laude) from the University of Illinois . She chairs iRobot’s Audit Committee and is designated an SEC “audit committee financial expert” by the Board . The Board classifies her as independent under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Partner; Global Vice Chair, Professional Practice; Global Vice Chair, Japan | Not disclosed | Member, EY Global Risk Management Executive Committee (global risk oversight leadership) |
| K.M. Golz Associates, LLC | Principal | Since 2017 | Advisory/consulting services |
External Roles
| Organization | Role | Since/Through | Committees/Notes |
|---|---|---|---|
| Analog Devices, Inc. | Director (public company) | Since June 2018 | Public directorship |
| Aspen Technology, Inc. | Director (former) | Former | Public directorship (former) |
| Boston Consulting Group (Audit & Risk Committee) | Senior Advisor | Since 2017 | Advisory role to BCG’s Audit & Risk Committee |
| University of Illinois Foundation | Board of Directors | Not disclosed | Non-profit board |
| NACD | Board Leadership Fellow; CERT Certificate in Cybersecurity Oversight (Carnegie Mellon) | Not disclosed | Director education/cyber oversight credential |
| Professional | Certified Public Accountant (CPA) | — | Credential |
Board Governance
- Committee assignments: Chair, Audit Committee; member composition includes Andrew Miller and Julien Mininberg; audit committee met 11 times in FY2024 .
- Audit committee expertise: Board determined Golz and Miller are “audit committee financial experts”; all audit committee members are independent under Nasdaq/SEC rules .
- Independence: Board determined Golz is independent; Board had 8 independent directors as of March 31, 2025 .
- Attendance and engagement: Board met 8 times in FY2024; all directors attended at least 75% of Board/committee meetings, except Mininberg (pre-noticed conflicts); implies Golz ≥75% attendance .
- Executive sessions: Independent directors held four executive sessions in 2024 .
- Risk oversight: Audit oversees accounting/internal controls, internal audit, compliance (including FCPA) and cyber security risk; coordinates ICFR oversight and internal audit plan .
Fixed Compensation
Policy and actual 2024 director compensation for non-employee directors:
| Component | Policy Amount | Karen Golz 2024 (Actual) |
|---|---|---|
| Annual Board cash retainer | $55,000 | |
| Audit Committee – membership retainer | $12,500 | |
| Audit Committee – chair additional retainer | $12,500 | |
| Other committee fees (if applicable) | $5,000–$10,000 membership; $5,000–$10,000 chair (NCG/Comp) | |
| Total cash fees (actual paid) | — | $100,000 |
Notes:
- Directors may defer cash retainers into stock units under the Non-Employee Directors’ Deferred Compensation Program .
- The company reimburses reasonable out-of-pocket Board meeting expenses .
Performance Compensation
Director equity is time-based and not tied to performance metrics.
| Equity Program | Grant Policy | Vesting | 2024 Grant to Golz |
|---|---|---|---|
| Annual RSU award for re-elected non-employee directors | RSUs with grant-date fair value of $200,000, granted at end of the 10th week of the fiscal quarter in which the annual meeting occurs | Vests in full on first anniversary of grant | Stock awards (grant-date fair value): $199,997 |
- Performance metrics: None for director compensation; director RSUs are time-based .
- Director compensation limit (under equity plan): value of all awards plus cash to any non-employee director capped at $750,000 per calendar year (and ≤50,000 shares) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | Analog Devices, Inc. (since 2018) |
| Prior public company boards | Aspen Technology, Inc. (former) |
| Committee interlocks | No compensation committee interlocks or insider participation disclosed for 2024 |
| Related-party transactions | None ≥$120,000 in 2024 involving directors, officers, 5% holders or their family members |
Expertise & Qualifications
- Financial, audit, and risk management expertise; extensive experience with international regulation and standards from EY leadership roles .
- SEC-designated audit committee financial expert; deep accounting literacy .
- Cybersecurity oversight certification (NACD CERT with Carnegie Mellon) and NACD Board Leadership Fellow .
- CPA; global governance experience including service on non-profit and public boards .
Equity Ownership
| Item | Amount/Policy |
|---|---|
| Beneficial ownership (3/3/2025) | 11,268 shares (<1%) |
| Unvested RSUs held (12/28/2024) | 20,986 RSUs (as of FY-end) |
| Director ownership guideline | 6× annual cash retainer; directors must reach within 5 years and retain 20% of shares acquired until compliant; unvested awards excluded |
| Hedging/pledging | Prohibited (short sales, hedging, pledging) unless committee-approved; no approvals requested/granted to date |
Governance Assessment
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Strengths
- Audit Committee Chair with SEC “financial expert” designation enhances financial reporting and cyber risk oversight—material for investor confidence during restructuring and margin pressure .
- Formal independence, robust Board processes (executive sessions; self-evaluations), and active committee cadence (Audit met 11× in 2024) support effective oversight .
- No related-party transactions and no compensation committee interlocks disclosed, reducing conflict risk .
- Director pay mix is equity-heavy (Golz 2024: ~$200k equity vs $100k cash), aligning with shareholder interests; company maintains director stock ownership guidelines .
- 2024 say‑on‑pay support was 92.4%, signaling broader shareholder confidence in pay governance .
-
Watch items
- Beneficial shareholding is modest (<1%); guidelines exclude unvested RSUs, and compliance status is not disclosed in the proxy .
- Governance modernization (declassification, eliminating supermajority, special meeting rights) remains subject to supermajority votes, historically not achieved—Board is again seeking shareholder approval in 2025; passage would further strengthen shareholder rights .
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Overall implication
- Golz’s audit leadership, independence, and risk expertise are positives for board effectiveness and investor confidence; lack of conflicts and equity‑weighted compensation support alignment. Monitoring ownership guideline progress and outcomes of 2025 governance proposals is advisable as potential signals of ongoing alignment and responsiveness to shareholders .