Kevin Lanouette
IRBTAbout Kevin Lanouette
Kevin Lanouette (age 54) is Senior Vice President, General Counsel and Secretary of iRobot, appointed in January 2025; he leads worldwide legal and compliance functions . He holds a J.D. from Harvard Law School and a B.A. in Economics from the University of Maine . Prior experience includes Partner at OutsideGC (Jul 2022–Jan 2025) and Assistant General Counsel at Analog Devices (2006–2020) covering corporate/SEC/securities, IP licensing/technology transfers, M&A/investments, global commercial transactions, governance and compliance . Company context entering his tenure: FY2024 revenue declined 23% with a GAAP operating loss of $103 million as the Amazon merger was terminated; management initiated a major restructuring with $215 million operating expense reduction vs. FY2023 . Pay-versus-performance shows IRBT’s 5-year TSR fell to $15.31 (from a $100 base in 2019) by 12/31/2024, lagging peer TSR, with FY2024 net loss of $145.5 million and non-GAAP operating loss of $117.8 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| OutsideGC (Boston) | Partner | Jul 2022–Jan 2025 | Advised clients on complex corporate, commercial, M&A and securities matters |
| Analog Devices, Inc. | Assistant General Counsel | 2006–2020 | Led corporate, SEC/securities, IP licensing & tech transfers, M&A/investments, global commercial transactions, governance/compliance |
External Roles
- No public company directorships or external board roles disclosed in the 2025 proxy or 2025 8-Ks reviewed .
Fixed Compensation
- Base salary, target bonus %, and actual bonus paid for Kevin Lanouette were not disclosed in the 2025 proxy or 2025 8-K filings reviewed. The company disclosed 2024 target bonus opportunities for select executives (CEO/CFO/COO/CHRO) but not for the General Counsel appointed in 2025 .
Performance Compensation
| Metric/Instrument | Design | Weighting/Targets | Actual/Payout | Vesting |
|---|---|---|---|---|
| Inducement RSUs (120,000) | Time-based RSUs granted as material inducement under Nasdaq Rule 5635(c)(4); grant date Mar 21, 2025 | Not performance-based | N/A | Vests over 3 years, subject to continued employment |
| Company SEICP (2024, NEOs; Kevin not eligible) | Cash incentive tied 100% to Company financial metrics | Non-GAAP operating loss (70%) and GAAP revenue (30%); thresholds/targets/max set per table | Both metrics below threshold; NEO payouts = 0% of target for 2024 | N/A |
Notes: Kevin’s 2025 appointment falls after FY2024; his 2024 bonus eligibility is not disclosed. Long-term incentive PSUs granted in 2022 for NEOs (not including Kevin) paid 0% for the 3-year period ended 12/28/2024; overall 26.7% earned across periods—illustrative of performance linkage in IRBT’s PSU design .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | Not itemized for Kevin in the 2025 proxy’s ownership table (group totals provided; individual lines cover selected executives) . |
| Inducement grant | 120,000 time-based RSUs, granted Mar 21, 2025; 3-year vesting; outside the equity plan under Nasdaq Rule 5635(c)(4) . |
| Stock ownership guidelines | Executives expected to hold stock valued at 2x base salary (6x for CEO); compliance required within 5 years; must retain 20% of net shares from vest/exercise until in compliance . |
| Hedging/pledging policy | Hedging, short sales, options, and pledging are prohibited unless Compensation & Talent Committee approval; to date, no approvals requested/granted . |
| Options | Company discloses no stock options outstanding; recent equity awards are RSUs/PSUs . |
| Vested vs. unvested | Inducement RSUs unvested initially; vest over 3 years subject to service . |
| Ownership % of outstanding | Not disclosed for Kevin; total shares outstanding basis for ownership table is 30,628,585 . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Named SVP, General Counsel and Secretary in Jan 2025; leads global legal & compliance . |
| Start date | Effective Jan 17, 2025 per press release . |
| Compensation arrangements | Inducement RSUs disclosed; no base salary/bonus or severance/chg-in-control terms disclosed for General Counsel in filings reviewed . |
| Non-compete / non-solicit | Not specifically disclosed for Kevin in filings reviewed. |
| Clawback | Company has a clawback policy covering cash and equity incentive compensation . |
| Insider trading policy | Insider trading policy adopted; details and exhibit reference in 2024 Form 10-K (Exhibit 19.1) . |
Investment Implications
- Alignment and retention: The 120,000 RSU inducement grant is time-based, emphasizing retention rather than direct performance linkage—appropriate for a newly appointed GC guiding complex restructuring/financing actions but less sensitive to operating outcomes vs. PSUs .
- Limited disclosed cash incentives/severance: No disclosed base/bonus or change-in-control economics for Kevin dampens near-term insider selling pressure tied to cash awards and removes known parachute asymmetry, but leaves investors without clarity on downside/retention protections for a key control function .
- Governance safeguards: Strong hedging/pledging prohibitions and ownership guidelines (2x base for senior executives) indicate ongoing alignment expectations; compliance status for Kevin will depend on undisclosed base salary and share accumulation over the 5-year window .
- Performance backdrop: FY2024 underperformance (revenue down 23%, operating loss $103m) and TSR lag set a high bar for value creation during Kevin’s tenure, with legal leadership central to credit amendments, strategic process governance, and transaction execution evidenced by multiple 8-K signings as authorized officer .