Neal Goldman
IRBTAbout Neal Goldman
Neal Goldman, age 55, was appointed as an independent director of iRobot in March 2025 and is nominated as a Class II director for election at the May 16, 2025 annual meeting . He has extensive public-company board experience and a background in strategic planning, financial management, and corporate turnaround consulting; he is CEO/Managing Member of SAGE Capital Investments (since 2016), and previously held senior investing and banking roles at Och Ziff, Brigade Capital (founding partner), MacKay Shields, and Salomon Brothers . He holds a B.A. from the University of Michigan and an MBA from the University of Illinois Urbana-Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAGE Capital Investments, LLC | Chief Executive Officer & Managing Member | 2016–present | Strategic planning, corporate turnaround expertise |
| Och Ziff Capital Management, L.P. | Managing Director | Not disclosed | Distressed investing / restructuring experience |
| Brigade Capital Management, LLC | Founding Partner | Not disclosed | Built firm to >$12B AUM |
| MacKay Shields, LLC | Portfolio Manager | Not disclosed | Credit portfolio management |
| Salomon Brothers, Inc. | M&A banker; high-yield trading group investor | Not disclosed | Transaction execution; capital markets |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Talos Energy Inc. | Chairman of the Board | Since 2018 | Current public directorship |
| Weatherford International plc | Director | Since 2019 | Current public directorship |
| KLDiscovery Inc.; Diamond Offshore Drilling, Inc.; Stone Energy Corporation; Mallinckrodt plc; Core Scientific, Inc.; Redbox Entertainment Inc.; Ultra Petroleum Corporation; Midstates Petroleum Company, LLC; Ditech Holding Corporation (f/k/a Walter Investment Management Corp.); Pimco Income Strategy Fund I & II | Director (prior) | Not disclosed | Prior public board service across multiple industries |
Board Governance
- Independence: The board has determined Goldman is independent under Nasdaq and SEC standards; all members of the Audit, Compensation & Talent, and Nominating & Corporate Governance committees are independent .
- Committee assignments: As of the 2025 proxy, Goldman is not listed as a member of the standing committees; committee membership shows Golz (Audit chair), Stacy (Compensation & Talent chair), and Manolis (Nominating & Corporate Governance chair), with other members listed but not Goldman .
- Tenure and election class: Nominated as Class II director, with term to the 2028 annual meeting if elected (under current classified structure); board is seeking stockholder approval to declassify commencing with the 2026 meeting .
- Attendance and engagement: The board met 8 times in FY 2024 with executive sessions of independent directors held 4 times; Goldman joined in March 2025, so no FY 2024 attendance record applies to him .
- Governance reforms: The board is asking stockholders to eliminate supermajority voting, declassify the board, and permit stockholders to call special meetings (with 25% ownership threshold), which would enhance shareholder rights if approved .
Fixed Compensation
IRBT non-employee director compensation program (structure applicable to Goldman upon appointment):
| Component | Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $55,000 | Standard non-employee director retainer |
| Lead independent director retainer (cash) | $25,000 | If applicable |
| Committee membership fees (cash) | Audit: $12,500; Compensation & Talent: $10,000; Nominating & Corporate Governance: $5,000 | Per committee membership |
| Committee chair fees (cash) | Audit: $12,500; Compensation & Talent: $10,000; Nominating & Corporate Governance: $5,000 | Additional chair retainer |
| Equity grant (RSUs) | $200,000 fair value | Granted after annual meeting quarter; vests in full on first anniversary |
2024 director compensation (illustrative): Directors received cash fees per the program and an annual RSU of ~$200,000; Goldman was appointed in March 2025, so no 2024 compensation entry exists for him .
Performance Compensation
Directors do not receive performance-based equity or bonuses; annual director equity grants are time-vested RSUs with no performance metrics .
| Equity Award Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | $200,000 | 100% on 1-year anniversary of grant | None (time-based only) |
Stock ownership alignment policies:
- Ownership guidelines: Directors are expected to hold common stock equal to 6x the annual cash retainer; must retain 20% of shares acquired until in compliance; five-year window to meet guidelines .
- Hedging/pledging: Hedging and pledging are prohibited unless approved by the Compensation & Talent Committee; no approvals have been requested or granted to date .
Other Directorships & Interlocks
| Attribute | Detail |
|---|---|
| Current external public boards | Chairman at Talos Energy; Director at Weatherford International plc |
| Committee interlocks | None disclosed; Compensation & Talent Committee interlocks report states no interlocks or insider participation beyond independent members |
| Related-party transactions | None >$120,000 involving directors/executives in 2024 |
Expertise & Qualifications
- Expertise: Strategic planning, financial management, corporate turnaround consulting; extensive public-company board leadership .
- Board skills fit: Finance and capital management; public company board experience; leadership in operational/financial transformations aligned with IRBT’s turnaround focus .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Neal Goldman | 0 | 0.00% (out of 30,628,585 shares outstanding) | Appointed March 2025; initial beneficial ownership zero |
Guidelines and compliance:
- Directors must reach 6x retainer ownership within five years; Goldman currently starts at 0 shares; retention rule requires 20% of shares acquired to be held until guideline met .
- No pledging/hedging permitted absent committee approval; none reported .
Governance Assessment
- Independence and fresh perspective: Goldman is independent and brings deep restructuring and capital markets expertise at a time of IRBT’s operational transformation, which can strengthen board oversight of strategy and capital allocation .
- Committee roles: No committee assignment yet; once assigned, his finance/turnaround background would be most accretive on Audit or Compensation/Talent given IRBT’s restructuring and incentive design needs .
- Ownership alignment: Starting from 0 shares, alignment will depend on adherence to stock ownership guidelines and annual RSU accumulation; policy requires 6x retainer and 20% retention of vested shares, which supports long-term alignment but will take time to build .
- Conflicts and interlocks: No related-party transactions disclosed; current external board roles appear in unrelated industries (energy services/E&P), reducing competitive conflict risk for a consumer robotics issuer .
- Board quality signals: The board is pursuing declassification, majority voting, and special meeting rights—positive governance reforms that, if approved, can enhance accountability and investor confidence . Say-on-pay support was 92.4% in 2024, indicating shareholder approval of compensation practices during transition .