On this page of StockholderLetter.com we present the latest annual shareholder letter from IROBOT CORP — ticker symbol IRBT. Reading current and past IRBT letters to shareholders can bring important insights into the investment thesis.
Dear Fellow Stockholder, You are cordially invited to attend the annual meeting of stockholders of iRobot Corporation, a Delaware corporation (the Company or "iRobot"), to be held on Friday, May 16, 2025, at 8:30 a.m., Eastern Time. The annual meeting will again be held entirely online this year. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/IRBT2025, where you will be able to vote electronically and submit questions. Given the virtual format, there is no opportunity to attend this annual meeting in person. You will need the 16-digit control number included on your Notice of Internet Availability or your proxy card (if you received a printed copy of the proxy materials) to attend the annual meeting. At this annual meeting, you will be asked to (1) elect two (2) Class II directors, each to serve for a three-year term; (2) ratify the appointment of PricewaterhouseCoopers LLP as the Company s independent registered public accounting firm for the current fiscal year; (3) approve amendments to our amended and restated certificate of incorporation ("Existing Certificate") to eliminate supermajority voting requirements; (4) approve amendments to our Existing Certificate to declassify the board of directors; (5) approve amendments to our Existing Certificate to eliminate the prohibition on stockholders ability to call a special meeting; (6) approve amendments to our Existing Certificate to limit the liability of certain officers of the Company in certain circumstances as permitted by the Delaware General Corporation Law; (7) approve an amendment to the iRobot Corporation 2018 Stock Option and Incentive Plan, as amended (the 2018 Plan ), to increase the maximum number of shares reserved for issuance under the 2018 Plan; and (8) approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. The board of directors unanimously recommends that you vote FOR the election of the director nominees, FOR ratification of appointment of our independent registered public accounting firm, FOR approval of amendments to our Existing Certificate to eliminate supermajority voting requirements, FOR approval of amendments to our Existing Certificate to declassify the board of directors, FOR approval of amendments to our Existing Certificate to eliminate the prohibition on stockholders ability to call a special meeting, FOR approval of amendments to our Existing Certificate to limit the liability of certain officers of the Company in certain circumstances as permitted by the Delaware General Corporation Law; FOR approval of an amendment to the 2018 Plan to increase the maximum number of shares reserved for issuance under the 2018 Plan, and FOR approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in the accompanying Proxy Statement. Details regarding the matters to be acted upon at this annual meeting appear in the accompanying Proxy Statement. Please give the accompanying materials your careful attention. Whether or not you plan to attend the annual meeting online, we urge you to vote on the business to come before this annual meeting so that your shares will be represented at the annual meeting. If you attend the annual meeting online, you may vote during the meeting electronically even if you have previously returned a proxy. Your prompt cooperation will be greatly appreciated. BECAUSE APPROVAL OF PROPOSALS 3, 4, AND 5 REQUIRES THE AFFIRMATIVE VOTE OF AT LEAST 75% OF THE OUTSTANDING SHARES OF OUR CAPITAL STOCK, YOUR VOTE WILL BE ESPECIALLY IMPORTANT AT THIS YEAR S ANNUAL MEETING. Thank you for your continued support, interest and investment in iRobot. Sincerely, /s/ Gary Cohen Gary Cohen Chief Executive Officer March 31, 2025 Proxy Statement March 31, 2025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on May 16, 2025 To the Stockholders of iRobot Corporation: The annual meeting of stockholders of iRobot Corporation, a Delaware corporation (the Company ), will be held on Friday, May 16, 2025, at 8:30 a.m., Eastern Time. The annual meeting will be held entirely online this year. The annual meeting is being held for the following purposes: 1. To elect two (2) Class II directors, nominated by the board of directors, each to serve for a three-year term, and until his successor has been duly elected and qualified or until his earlier death, resignation or removal; 2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company s independent registered public accounting firm for the current fiscal year; 3. To approve amendments to our amended and restated certificate of incorporation ("Existing Certificate") to eliminate supermajority voting requirements; 4. To approve amendments to our Existing Certificate to declassify the board of directors; 5. To approve amendments to our Existing Certificate to eliminate the prohibition on stockholders ability to call a special meeting; 6. To approve amendments to our Existing Certificate to limit the liability of certain officers in certain circumstances as permitted by the Delaware General Corporation Law; 7. To approve an amendment to the iRobot Corporation 2018 Stock Option and Incentive Plan, as amended (the 2018 Plan ), to increase the maximum number of shares reserved for issuance under the 2018 Plan; 8. To hold a non-binding, advisory vote on the approval of the compensation of our named executive officers as disclosed in this Proxy Statement; and 9. To transact such other business as may properly come before the annual meeting and at any adjournments or postponements thereof. Proposal 1 relates solely to the election of two (2) Class II directors nominated by the board of directors and does not include any other matters relating to the election of directors. Only stockholders of record at the close of business on March 19, 2025 (the Record Date ) are entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof. We are mailing our stockholders a Notice of Internet Availability of Proxy Materials (the Notice ), instead of a paper copy of our Proxy Statement and our Annual Report to Stockholders for the fiscal year ended December 28, 2024 (the 2024 Annual Report ). Stockholders who have requested a paper copy of our proxy materials will continue to receive them by mail. The Notice contains instructions on how to access those documents over the Internet and how to request a paper copy of our Proxy Statement, the 2024 Annual Report, and a form of proxy card or voting instruction card. All stockholders are cordially invited to attend the annual meeting online. To assure your representation at the annual meeting, we urge you, regardless of whether you plan to attend the annual meeting online, to sign, date and return the proxy card (if you received printed proxy materials) or to vote over the telephone or on the Internet as instructed in these proxy materials so that your shares will be represented at the annual meeting. If your shares are held in street name, that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. Notice of Annual Meeting of Stockholders and iRobot 2025 Proxy Statement Proxy Statement iROBOT CORPORATION
To be admitted to the annual meeting at www.virtualshareholdermeeting.com/IRBT2025, you must enter the 16digit control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to attend the annual meeting. We encourage you to access the annual meeting before it begins. Online check-in to access the meeting will start shortly before the meeting on May 16, 2025. If you attend the annual meeting at www.virtualshareholdermeeting.com/IRBT2025 you may vote electronically during the meeting even if you have previously returned a proxy. Stockholders will also have the opportunity to submit questions prior to the annual meeting at www.proxyvote.com by logging on with your control number or during the annual meeting through www.virtualshareholdermeeting.com/IRBT2025. A technical support telephone number will be posted on the log-in page of www.virtualshareholdermeeting.com/IRBT2025 that you can call if you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting. In closing, we urge all stockholders to vote their shares TODAY using the proxy card (if you received printed proxy materials) or vote online or by telephone, as instructed, regardless of how many shares you own or whether you plan to attend the meeting online. We appreciate your cooperation and support in making sure your shares are represented. Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 16, 2025 This Notice of 2025 Annual Meeting, Proxy Statement, and 2024 Annual Report are available for viewing, printing and downloading at www.proxyvote.com. By order of the Board of Directors, /s/ Kevin Lanouette Kevin Lanouette Senior Vice President, General Counsel and Secretary Bedford, Massachusetts March 31, 2025 REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING ONLINE, PLEASE VOTE BY TELEPHONE, OVER THE INTERNET, OR BY SIGNING, DATING AND RETURNING THE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED (IF YOU RECEIVED PRINTED PROXY MATERIALS) IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. Notice of Annual Meeting of Stockholders and iRobot 2025 Proxy Statement
PROXY STATEMENT 1 Important Information about How to Vote 2 Participation in the Virtual Annual Meeting 3 PROPOSAL 1 ELECTION OF DIRECTORS 4 Nominees 4 Recommendation of the Board 4 THE BOARD OF DIRECTORS AND ITS COMMITTEES 17 Board of Directors 17 Board Committees 17 Audit Committee 18 Compensation and Talent Committee 19 Nominating and Corporate Governance Committee 20 Transaction Committee 20 DIRECTORS AND EXECUTIVE OFFICERS 21 Executive Officers 21 CORPORATE GOVERNANCE AND BOARD MATTERS 23 Board Leadership Structure 23 Independence of Members of the Board of Directors 23 Executive Sessions of Independent Directors 23 The Board of Directors Role in Risk Oversight 23 Policies Governing Director Nominations 23 Policy Governing Security Holder Communications with the Board of Directors 25 Policy Governing Director Attendance at Annual Meetings of Stockholders 25 Board of Directors Evaluation Program Code of Business Conduct and Ethics 25 26 Human Rights Policy 26 iRobot s Manufacturing Supply Chain Partners: Business Conduct, Environment, Labor Practices 26 Compensation and Talent Committee Interlocks and Insider Participation 26 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 27 REPORT OF THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS 29 COMPENSATION AND OTHER INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS 30 Compensation Discussion and Analysis 30 Compensation Consultant Independence 43 Executive Compensation 44 Grants of Plan-Based Awards in 2024 46 Outstanding Equity Awards at Fiscal Year End 47 Option Exercises and Stock Vested 49 Potential Benefits Upon Termination or Change in Control 49 2024 Pay Ratio 50 Pay Versus Performance 51 Director Compensation 57 Transactions with Related Persons 59 Notice of Annual Meeting of Stockholders and iRobot 2025 Proxy Statement Proxy Statement TABLE OF CONTENTS
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IRBT Shareholder/Stockholder Letter Transcript:

Dear Fellow Stockholder,
You are cordially invited to attend the annual meeting of stockholders of iRobot Corporation, a
Delaware corporation (the    Company    or "iRobot"), to be held on Friday, May 16, 2025, at 8:30
a.m., Eastern Time. The annual meeting will again be held entirely online this year. You will be
able to attend and participate in the annual meeting online by visiting
www.virtualshareholdermeeting.com/IRBT2025, where you will be able to vote electronically and
submit questions. Given the virtual format, there is no opportunity to attend this annual meeting
in person. You will need the 16-digit control number included on your Notice of Internet
Availability or your proxy card (if you received a printed copy of the proxy materials) to attend the
annual meeting.
At this annual meeting, you will be asked to (1) elect two (2) Class II directors, each to serve for a three-year term; (2)
ratify the appointment of PricewaterhouseCoopers LLP as the Company   s independent registered public accounting firm
for the current fiscal year; (3) approve amendments to our amended and restated certificate of incorporation ("Existing
Certificate") to eliminate supermajority voting requirements; (4) approve amendments to our Existing Certificate to
declassify the board of directors; (5) approve amendments to our Existing Certificate to eliminate the prohibition on
stockholders    ability to call a special meeting; (6) approve amendments to our Existing Certificate to limit the liability of
certain officers of the Company in certain circumstances as permitted by the Delaware General Corporation Law; (7)
approve an amendment to the iRobot Corporation 2018 Stock Option and Incentive Plan, as amended (the    2018 Plan   ),
to increase the maximum number of shares reserved for issuance under the 2018 Plan; and (8) approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.
The board of directors unanimously recommends that you vote FOR the election of the director nominees, FOR ratification
of appointment of our independent registered public accounting firm, FOR approval of amendments to our Existing
Certificate to eliminate supermajority voting requirements, FOR approval of amendments to our Existing Certificate to
declassify the board of directors, FOR approval of amendments to our Existing Certificate to eliminate the prohibition on
stockholders    ability to call a special meeting, FOR approval of amendments to our Existing Certificate to limit the liability
of certain officers of the Company in certain circumstances as permitted by the Delaware General Corporation Law; FOR
approval of an amendment to the 2018 Plan to increase the maximum number of shares reserved for issuance under the
2018 Plan, and FOR approval, on a non-binding, advisory basis, of the compensation of our named executive officers as
disclosed in the accompanying Proxy Statement. Details regarding the matters to be acted upon at this annual meeting
appear in the accompanying Proxy Statement. Please give the accompanying materials your careful attention.
Whether or not you plan to attend the annual meeting online, we urge you to vote on the business to come before
this annual meeting so that your shares will be represented at the annual meeting. If you attend the annual
meeting online, you may vote during the meeting electronically even if you have previously returned a proxy.
Your prompt cooperation will be greatly appreciated.
BECAUSE APPROVAL OF PROPOSALS 3, 4, AND 5 REQUIRES THE AFFIRMATIVE VOTE OF AT LEAST 75% OF
THE OUTSTANDING SHARES OF OUR CAPITAL STOCK, YOUR VOTE WILL BE ESPECIALLY IMPORTANT AT
THIS YEAR   S ANNUAL MEETING.
Thank you for your continued support, interest and investment in iRobot.
Sincerely,
/s/ Gary Cohen
Gary Cohen
Chief Executive Officer
March 31, 2025
Proxy Statement
March 31, 2025


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 16, 2025
To the Stockholders of iRobot Corporation:
The annual meeting of stockholders of iRobot Corporation, a Delaware corporation (the    Company   ), will be held on
Friday, May 16, 2025, at 8:30 a.m., Eastern Time. The annual meeting will be held entirely online this year. The annual
meeting is being held for the following purposes:
1. To elect two (2) Class II directors, nominated by the board of directors, each to serve for a three-year term,
and until his successor has been duly elected and qualified or until his earlier death, resignation or removal;
2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company   s independent registered public
accounting firm for the current fiscal year;
3. To approve amendments to our amended and restated certificate of incorporation ("Existing Certificate") to
eliminate supermajority voting requirements;
4. To approve amendments to our Existing Certificate to declassify the board of directors;
5. To approve amendments to our Existing Certificate to eliminate the prohibition on stockholders    ability to call a
special meeting;
6. To approve amendments to our Existing Certificate to limit the liability of certain officers in certain
circumstances as permitted by the Delaware General Corporation Law;
7. To approve an amendment to the iRobot Corporation 2018 Stock Option and Incentive Plan, as amended (the
   2018 Plan   ), to increase the maximum number of shares reserved for issuance under the 2018 Plan;
8. To hold a non-binding, advisory vote on the approval of the compensation of our named executive officers as
disclosed in this Proxy Statement; and
9. To transact such other business as may properly come before the annual meeting and at any adjournments
or postponements thereof.
Proposal 1 relates solely to the election of two (2) Class II directors nominated by the board of directors and does
not include any other matters relating to the election of directors. Only stockholders of record at the close of business on
March 19, 2025 (the    Record Date   ) are entitled to notice of and to vote at the annual meeting and at any adjournment or
postponement thereof.
We are mailing our stockholders a Notice of Internet Availability of Proxy Materials (the    Notice   ), instead of a paper
copy of our Proxy Statement and our Annual Report to Stockholders for the fiscal year ended December 28, 2024 (the
   2024 Annual Report   ). Stockholders who have requested a paper copy of our proxy materials will continue to receive
them by mail. The Notice contains instructions on how to access those documents over the Internet and how to request a
paper copy of our Proxy Statement, the 2024 Annual Report, and a form of proxy card or voting instruction card.
All stockholders are cordially invited to attend the annual meeting online. To assure your representation at the
annual meeting, we urge you, regardless of whether you plan to attend the annual meeting online, to sign, date and return
the proxy card (if you received printed proxy materials) or to vote over the telephone or on the Internet as instructed in
these proxy materials so that your shares will be represented at the annual meeting. If your shares are held in    street
name,    that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record
that you must follow for your shares to be voted.
Notice of Annual Meeting of Stockholders and iRobot 2025 Proxy Statement
Proxy Statement
iROBOT CORPORATION

To be admitted to the annual meeting at www.virtualshareholdermeeting.com/IRBT2025, you must enter the 16digit control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to
attend the annual meeting. We encourage you to access the annual meeting before it begins. Online check-in to access
the meeting will start shortly before the meeting on May 16, 2025. If you attend the annual meeting at
www.virtualshareholdermeeting.com/IRBT2025 you may vote electronically during the meeting even if you have
previously returned a proxy. Stockholders will also have the opportunity to submit questions prior to the annual meeting at
www.proxyvote.com by logging on with your control number or during the annual meeting through
www.virtualshareholdermeeting.com/IRBT2025. A technical support telephone number will be posted on the log-in page of
www.virtualshareholdermeeting.com/IRBT2025 that you can call if you encounter any difficulties accessing the virtual
meeting during the check-in or during the meeting.
In closing, we urge all stockholders to vote their shares TODAY using the proxy card (if you received printed proxy
materials) or vote online or by telephone, as instructed, regardless of how many shares you own or whether you plan to
attend the meeting online. We appreciate your cooperation and support in making sure your shares are represented.
Important Notice Regarding the Internet Availability of Proxy Materials
for the Stockholder Meeting to Be Held on May 16, 2025
This Notice of 2025 Annual Meeting, Proxy Statement, and 2024 Annual Report are available for viewing, printing
and downloading at www.proxyvote.com.
By order of the Board of Directors,
/s/ Kevin Lanouette
Kevin Lanouette
Senior Vice President, General Counsel and Secretary
Bedford, Massachusetts
March 31, 2025
REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING ONLINE, PLEASE VOTE
BY TELEPHONE, OVER THE INTERNET, OR BY SIGNING, DATING AND RETURNING THE PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED (IF YOU RECEIVED PRINTED PROXY MATERIALS) IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES.
Notice of Annual Meeting of Stockholders and iRobot 2025 Proxy Statement

PROXY STATEMENT
1
Important Information about How to Vote
2
Participation in the Virtual Annual Meeting
3
PROPOSAL 1     ELECTION OF DIRECTORS
4
Nominees
4
Recommendation of the Board
4
THE BOARD OF DIRECTORS AND ITS COMMITTEES
17
Board of Directors
17
Board Committees
17
Audit Committee
18
Compensation and Talent Committee
19
Nominating and Corporate Governance Committee
20
Transaction Committee
20
DIRECTORS AND EXECUTIVE OFFICERS
21
Executive Officers
21
CORPORATE GOVERNANCE AND BOARD MATTERS
23
Board Leadership Structure
23
Independence of Members of the Board of Directors
23
Executive Sessions of Independent Directors
23
The Board of Directors    Role in Risk Oversight
23
Policies Governing Director Nominations
23
Policy Governing Security Holder Communications with the Board of Directors
25
Policy Governing Director Attendance at Annual Meetings of Stockholders
25
Board of Directors Evaluation Program
Code of Business Conduct and Ethics
25
26
Human Rights Policy
26
iRobot   s Manufacturing Supply Chain Partners: Business Conduct, Environment, Labor Practices
26
Compensation and Talent Committee Interlocks and Insider Participation
26
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
27
REPORT OF THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS
29
COMPENSATION AND OTHER INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS
30
Compensation Discussion and Analysis
30
Compensation Consultant Independence
43
Executive Compensation
44
Grants of Plan-Based Awards in 2024
46
Outstanding Equity Awards at Fiscal Year End
47
Option Exercises and Stock Vested
49
Potential Benefits Upon Termination or Change in Control
49
2024 Pay Ratio
50
Pay Versus Performance
51
Director Compensation
57
Transactions with Related Persons
59
Notice of Annual Meeting of Stockholders and iRobot 2025 Proxy Statement
Proxy Statement
TABLE OF CONTENTS



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