Karian Wong
IRBTAbout Karian Wong
Executive Vice President and Chief Financial Officer of iRobot since December 2, 2024; age 49. She oversees global finance (FP&A, accounting, treasury, tax, internal audit, IR) and also manages facilities and global IT. Prior roles include SVP & Principal Accounting Officer (Feb 2021–Dec 2024) and VP & Chief Accounting Officer (2017–2021); earlier, VP/Controller at Nuance Communications (~10 years) and Senior Audit Manager at Ernst & Young. Education: BBA in Accounting and Finance, University of Arizona; former CPA. Company performance context: 2024 GAAP revenue was $681.8M vs a $851.5M target (0% payout), and non-GAAP operating loss was ($112.9)M vs a threshold of ($35.1)M (0% payout); five-year TSR fell to 15.31 by 12/31/2024 (base 100 at 12/31/2019), lagging the Nasdaq Composite and peer groups .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iRobot | EVP & CFO | Dec 2024–present | Leads global finance, facilities, and IT; responsible for FP&A, accounting, treasury, tax, audit, IR |
| iRobot | SVP & Principal Accounting Officer | Feb 2021–Dec 2024 | Led global accounting, tax, and financial reporting |
| iRobot | VP & Chief Accounting Officer | 2017–2021 | Managed global accounting operations |
| Nuance Communications | VP & Controller | ~2008–2017 (approx. decade) | Oversaw global accounting operations, financial reporting, and M&A |
| Ernst & Young LLP | Senior Audit Manager | Early career | Led audit engagements; foundational accounting expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuance Communications | VP & Controller | ~10 years | Global accounting, financial reporting, M&A oversight |
| Ernst & Young LLP | Senior Audit Manager | n/a | Assurance leadership for corporate clients |
Fixed Compensation
| Year/Item | Detail | Amount | Notes |
|---|---|---|---|
| 2024 Base Salary | Annualized at promotion | $450,000 | Promoted to EVP & CFO effective Dec 2, 2024; prior annualized salary $390,016 |
| 2024 Target Bonus | % of base salary (SEICP) | 75% | NEO target bonus table |
| 2024 Actual Bonus Paid | Retention bonus | $146,256 | Guaranteed bonus equal to 75% of 2024 target per retention plan adopted Mar 2024; amount in SCT |
| 2024 SEICP Payout | Actual | 0% | Metrics below threshold; no SEICP payouts |
| 2025 Retention Bonus | Cash retention | $337,500 | Paid within 30 days after Mar 26, 2025; repayable if certain terminations occur before Dec 31, 2025 or a Sale Event |
| 2025 Sale Bonus Plan | Minimum / Target | $418,500 / $1,395,000 | Payable upon closing of a Sale Event; uncapped based on net proceeds |
Performance Compensation
2024 SEICP Metrics and Outcome
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Non-GAAP Operating Loss (excl. cash incentive expense) | 70% | ($35.1)M | ($31.9)M | ($25.5)M | ($112.9)M | 0% |
| GAAP Total Revenue | 30% | $766.3M | $851.5M | $1,021.7M | $681.8M | 0% |
| Total | — | 50% | 100% | 200% | — | 0% |
2024 Equity Grants and Vesting Terms
| Award Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting / Performance Terms |
|---|---|---|---|---|
| RSU | Mar 8, 2024 | 32,258 | $336,128 | Vests in full one year from grant |
| RSU | Dec 6, 2024 | 125,000 | $1,117,500 | 1/3 at 1-year; remaining 2/3 in equal quarterly installments over next 2 years |
| PSU (Stock Price Milestones) | Dec 6, 2024 | 125,000 (Target) | $935,625 | Earned if daily VWAP exceeds milestones for 60 consecutive days; tranches at $10, $12.50, $15, $20 (25% each). Earned tranches vest on later of milestone and scheduled anniversaries; none attained as of Dec 28, 2024 |
| Aggregate RSUs Granted in 2024 | 2024 total | 157,258 | $1,453,628 | Sum of RSU grants above |
| 2024 Vesting Activity | Stock awards vested | 11,240 | $105,505 | Shares acquired on vesting and value realized in 2024 |
Stock options: None remaining outstanding for NEOs, reducing forced exercise/selling dynamics .
Outstanding Equity at FY2024
| Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | PSU Payout Value ($) |
|---|---|---|---|---|
| 12/6/2024 | 125,000 | $993,750 | 31,250 | $248,438 |
| 3/8/2024 | 32,258 | $256,451 | — | — |
| 3/10/2023 | 3,319 | $26,386 | — | — |
| 6/10/2022 | 1,762 | $14,008 | — | — |
| 3/11/2022 | 200 | $1,590 | 799 | $6,352 |
| 3/12/2021 | 361 | $2,870 | — | — |
| Note: Market values use $7.95 closing price on Dec 27, 2024 . |
Equity Ownership & Alignment
| Item | Detail | Amount / Policy |
|---|---|---|
| Beneficial Ownership | Shares beneficially owned (Mar 3, 2025) | 57,916; includes 34,364 shares issuable upon RSU vesting; less than 1% of 30,628,585 shares outstanding |
| Stock Ownership Guidelines | Required multiple | Senior executives expected to hold stock equal to 2x base salary; must retain 20% of shares from vesting/exercise until compliant; 5 years to meet guidelines |
| Hedging/Pledging | Policy | Hedging, short sales, and pledging prohibited unless Compensation & Talent Committee approves; no approvals to date |
| Options | Exercisable/Unexercisable | None remaining outstanding (company-wide for NEOs) |
| 2024 Vesting | Shares acquired on vesting | 11,240; value realized $105,505 |
Employment Terms
| Scenario | Cash Severance (Salary) | Cash Severance (Bonus) | Health Continuation | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Termination without Cause (non-CIC) | $450,000 | $337,500 (prorated target) | $27,336 | — | $814,836 |
| Change-in-Control (Double Trigger) | $900,000 (200% salary) | $675,000 (200% target bonus) | $54,672 | $2,295,157 | $3,924,829 |
| Additional terms: Executive agreements include accelerated vesting of all unvested equity upon qualifying CIC termination; severance paid in monthly installments (12 months non-CIC, 24 months CIC). Receipt requires execution of a separation agreement and compliance with noncompetition/inventions/nondisclosure obligations. No tax gross-ups under executive agreements . |
Retention and sale incentives in 2025: Retention bonus $337,500 (repayable if certain terminations occur before Dec 31, 2025 or prior to a Sale Event); Sale Bonus minimum $418,500 and target $1,395,000, payable upon closing of a Sale Event, uncapped based on net proceeds .
Clawback: Company has adopted a clawback policy covering cash and equity incentives .
Section 16 compliance: One delinquent Form 4 (filed Mar 8, 2024) relating to PSU vesting on Feb 21, 2024, among several insiders including Ms. Wong .
Compensation Structure Analysis
- Mix and trends: 2024 compensation for Ms. Wong comprised salary ($392,323 earned), retention bonus ($146,256), and equity awards ($2,389,253 grant-date fair value). SEICP payout was 0%—cash incentive plan strictly pay-for-performance aligned with revenue and operating loss metrics .
- Equity focus: Significant RSU and stock-price PSU grants in late 2024, with milestone-based PSUs linked to daily VWAP thresholds over 60 consecutive days; none achieved as of 12/28/2024, aligning realized pay with market performance .
- Peer benchmarking: Compensation committee used Pay Governance, focused on 25th percentile of the 2023 peer group for early 2024 decisions given reduced scale, later supplementing with size-appropriate survey data (median market cap $335M) .
- Risk controls: Clawback policy, ownership guidelines, prohibition on hedging/pledging without approval, and capped payouts (for cash/equity), though the 2025 Sale Bonus plan is uncapped relative to net proceeds .
Performance Compensation
Stock-Price PSU Milestones (Dec 6, 2024 Grant)
| Tranche | Weight | Milestone | Earliest Vesting Date |
|---|---|---|---|
| 1 | 25% | $10.00 | Dec 6, 2025 (1 year) |
| 2 | 25% | $12.50 | Dec 6, 2026 (2 years) |
| 3 | 25% | $15.00 | Dec 6, 2027 (3 years) |
| 4 | 25% | $20.00 | Dec 6, 2027 (3 years) |
| Performance condition: daily VWAP exceeds the milestone over 60 consecutive calendar days; none attained as of Dec 28, 2024 . |
Investment Implications
- Alignment and upside linkage: Wong’s 2024 PSU grant directly ties realized equity to sustained stock price thresholds, creating high sensitivity to market performance and potential multi-year vesting; combined with no stock options outstanding, near-term selling pressure is likely driven by RSU schedules rather than option exercises .
- Retention risk mitigants: The 2025 retention bonus ($337,500) and uncapped Sale Bonus opportunity (min/target $418,500/$1,395,000) materially incentivize continued service through year-end or a Sale Event, reducing near-term departure risk; clawback and double-trigger CIC provisions protect shareholders .
- Pay-for-performance rigor: SEICP metrics missed in 2024 (0% payout), and PSU milestones not yet achieved—indicative of compensation discipline amid restructuring and weak financial results; equity remains the lever for upside if revenue and operating loss improve and TSR recovers .
- Ownership alignment and risk controls: Beneficial ownership with unvested RSUs, stringent ownership guidelines, and prohibitions on hedging/pledging (no approvals to date) support alignment; no tax gross-ups reduces governance red flags. One delinquent Form 4 in 2024 appears administrative rather than indicative of trading risk .