IROBOT CORP appointed Glen D. Weinstein as new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Transition of Chairman and Chief Executive Officer 

On January 28, 2024, Colin Angle stepped down as Chief Executive Officer and chairman of the Board of Directors of the Company ("Board"). Mr. Angle also informed the Board that he will not stand for re-election to the Board when his term expires at the Company's upcoming 2024 annual meeting of stockholders. 

To support the Company's leadership transition, Mr. Angle has entered into a Transitional Services and Separation Agreement with the Company (the "Transition Agreement") pursuant to which he will remain as an employee of the Company in the role of Senior Advisor for a period of up to 12 months. In this role, Mr. Angle will continue to receive an annual base salary of $850,000 and continue vesting in his outstanding equity awards; however, he will not be eligible for a bonus based on 2024 performance. If after six months the Company and Mr. Angle mutually agree to end the Senior Advisor relationship or if at any time during the 12 month period the Company terminates Mr. Angle's employment without cause, the Company will (i) pay to Mr. Angle the remainder of the base salary that Mr. Angle would have received had he remained in the role for the full 12 months and (ii) accelerate the vesting of Mr. Angle's then-outstanding equity grants through March 12, 2025, in each case subject to Mr. Angle's continued compliance with restrictive covenants and being available on a more limited basis to provide transitional services. The Transition Agreement also provides that Mr. Angle will be subject to noncompetition and nonsolicitation restrictions in connection with his transition from the Company and includes a general release of claims from Mr. Angle in favor of the Company. The terms of the Transition Agreement supersede any benefits for which Mr. Angle would have otherwise been eligible under any other agreement between Mr. Angle and the Company. 

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, which is attached hereto as Exhibit 10.2, and incorporated herein by reference. 

Appointment of Interim Chief Executive Officer 

On January 28, 2024, the Board appointed Glen D. Weinstein as the Company's Interim Chief Executive Officer. In his capacity as Interim Chief Executive Officer, Mr. Weinstein succeeds Mr. Angle as the principal executive officer of the Company. 


Mr. Weinstein, 53, served as the Company's Executive Vice President and Chief Legal Officer from August 2012 to January 2024 . Mr. Weinstein previously served as the Company's General Counsel from July 2000 to August 2012 and as Senior Vice President from January 2005 to August 2012. He also served as the Company's Secretary from March 2004 to January 2024. Prior to joining the Company, Mr. Weinstein was with Covington & Burling LLP, a law firm in Washington, D.C. Mr. Weinstein holds a B.S. in Mechanical Engineering from MIT and a J.D. from the University of Virginia School of Law. 

For his service as the Company's Interim Chief Executive Officer, Mr. Weinstein will receive compensation in the form of an additional base stipend of $27,500 per month (for an aggregate of $63,333 per month), an additional bonus accrual of $27,500 per month (for an aggregate of $63,333 per month), and a one-time equity award with a fair market value of $1.2 million pursuant to the Company's 2018 Stock Option and Incentive Plan that will vest 12 months from the date of grant (the "Equity Award"). In the event of termination of his employment with the Company, Mr. Weinstein will be eligible to receive severance payments in the aggregate amount of $430,000, full vesting acceleration of the Equity Award, and one year of accelerated vesting for his other outstanding equity awards. There are no other arrangements or understandings between Mr. Weinstein and any other persons in connection with his appointment. There are no family relationships between Mr. Weinstein and any director or executive officer of the Company, and Mr. Weinstein is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Act.