Michael Loparco
IRBTAbout Michael Loparco
Independent director since August 2024 (Class I; term currently set to expire at the 2027 annual meeting). Age 53. Member of the Compensation and Talent Committee. The board has determined he is independent under Nasdaq and SEC standards. Prior roles include CEO of Symbotic Inc. (2022) and senior leadership at Jabil Inc. (CEO, EMS segment 2020–2022; CEO, Engineered Solutions 2014–2019), with deep experience in global supply chain, contract manufacturing, and robotics/automation. Public directorships include Sanmina Corp. (since 2025). Attendance in 2024 met the company’s ≥75% threshold.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symbotic Inc. | Chief Executive Officer; led the company’s IPO | 2022 | Scaled AI/software-enabled warehouse robotics and automation |
| Jabil Inc. | CEO, Electronics Manufacturing Services (EMS) segment | 2020–2022 | Led >$22B global operations across 25 countries, 80,000+ employees |
| Jabil Inc. | CEO, Engineered Solutions division | 2014–2019 | Drove growth, innovation, supply-chain transformations across consumer electronics/robotics |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sanmina Corp. (NASDAQ: SANM) | Director | Since 2025 | Public company board seat |
| E2IP Technologies | Director | N/A | Private company |
| Illumus | Director | N/A | Private company |
| Awz Ventures (Israeli-Canadian) | Strategic Advisor | N/A | Advisor |
| Symbotic Inc. (NASDAQ: SYM) | Former Director/Executive | Former | Former role noted in biography |
Board Governance
- Committee assignments: Compensation and Talent Committee (member; not chair). The committee met 5 times in 2024 and took 10 actions by unanimous written consent, indicating active workload.
- Independence: The board determined Loparco and all members of the compensation and talent committee are independent under Nasdaq and SEC rules.
- Attendance: The board met 8 times in 2024; all directors met the 75% attendance threshold except one director (Mininberg, pre-communicated conflicts). Executive sessions of independent directors occurred 4 times.
- Governance enhancements on ballot (2025): proposals to eliminate supermajority voting, declassify the board, and permit stockholders to call special meetings—each requiring high approval thresholds.
Fixed Compensation
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Program structure for non-employee directors (2024):
- Annual board retainer: $55,000 (cash)
- Committee retainers: Audit $12,500; Compensation $10,000; Nominating $5,000 (cash)
- Committee chair premiums: Audit $12,500; Compensation $10,000; Nominating $5,000 (cash)
- Annual Chairman premium: $60,000 (cash) (for Chairman Miller)
- Equity: RSUs with $200,000 grant-date fair value, vesting in full at ~1 year (timed post-annual meeting)
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Loparco – 2024 actual director compensation: | Component | Amount | |---|---| | Cash fees | $24,643 | | Stock awards (RSUs, grant-date fair value) | $166,664 | | Total | $191,307 |
Notes: Directors may defer cash fees into stock units; expenses reimbursed.
Performance Compensation
- Director equity is time-based RSUs (no performance metrics for directors). Annual director grants: $200,000 grant-date value, vesting in full at ~1 year after grant. No stock options noted for directors in policy; RSU framework applies.
Other Directorships & Interlocks
- Current public board: Sanmina Corp. (since 2025). Former: Symbotic Inc.
- Compensation Committee interlocks: None reported in 2024.
- Related party transactions: None ≥$120,000 in 2024 (company-wide).
Expertise & Qualifications
- Global operations and supply chain leadership across EMS and engineered solutions; experience with robotics and consumer electronics manufacturing at scale.
- Strategic transformation, technology roadmapping, complex cross-border operations, and OEM/JDM partnerships—skills aligned with iRobot’s need to optimize manufacturing and cost structure.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 0 shares (less than 1%) |
| Unvested RSUs held (as of Dec 28, 2024) | 27,917 RSUs |
| Ownership guidelines | Directors: 6x annual cash retainer; 5-year compliance window; must retain 20% of net shares until compliant |
| Hedging/pledging | Prohibited (hedging, short sales, pledging) absent committee approval; none approved to date |
| Section 16 compliance | No delinquent filings disclosed for Loparco for 2024 |
Fixed vs. Equity Mix – Director Program (Context)
| Element | Annual Value (Policy) | Notes |
|---|---|---|
| Cash – Board retainer | $55,000 | Base board service |
| Cash – Committee membership (Compensation committee) | $10,000 | If serving; Loparco is a member |
| Equity – RSUs | $200,000 | Vests ~1 year; aligns with shareholders |
Compensation Committee Analysis (Context for Loparco’s Committee)
- Committee composition (2024): Michelle Stacy (Chair), Loparco, Julien Mininberg, Dr. Ruey‑Bin Kao; all independent, non-employee directors. Met 5 times; 10 unanimous written consents.
- Independent consultant: Pay Governance; annual independence review found no conflicts; scope includes peer/market reviews and plan design advice.
- Say-on-Pay 2024 result: 92.4% “For” (advisory).
Potential Conflicts / Related-Party Exposure
- Sanmina is a large EMS provider. iRobot disclosed no related-party transactions in 2024 and maintains a related-party review policy; no such transactions involving directors reported. Continue monitoring supply-chain counterparties for potential overlap.
Risk Indicators & Red Flags
- Clawback: Amended and restated policy (Aug 1, 2023) aligned with SEC rules.
- Hedging/pledging: Prohibited without approval; no approvals to date.
- Attendance: Met ≥75% threshold in 2024.
- Related party transactions: None reported for 2024.
- Section 16(a): No delinquency disclosed for Loparco.
- No committee interlocks.
- RED FLAGS: None identified from disclosed data.
Governance Assessment
- Strengths: Independent director with deep EMS/operations expertise; serves on key Compensation and Talent Committee with independent structure and oversight; robust company governance policies (clawback, anti-hedging/pledging, director stock ownership guidelines); strong 2024 Say‑on‑Pay support.
- Watch items: External role at Sanmina (EMS) should be monitored for any future supplier relationships, though no related‑party transactions were reported in 2024; early tenure implies ownership guideline compliance will be achieved over 5‑year window (beneficial ownership currently 0 shares with unvested RSUs outstanding).
- Overall: Profile supports board effectiveness in operations/manufacturing transformation and compensation oversight, with no disclosed conflicts or governance red flags.