Symbotic (NASDAQ: SYM) sets 2026 meeting on directors, pay and audit
Rhea-AI Filing Summary
Symbotic Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on March 5, 2026 at 10:00 a.m. Eastern Time. Stockholders of record as of January 6, 2026 can attend and vote online via www.proxydocs.com/SYM using a control number, and may also vote in advance by Internet, telephone or mail.
The proxy seeks approval for three main items: electing nine directors to one-year terms, holding an advisory “say‑on‑pay” vote on executive compensation, and ratifying Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending September 26, 2026. The board recommends voting in favor of all proposals.
Symbotic has multiple share classes: 123,250,254 shares of Class A common stock and 72,963,208 shares of Class V‑1 common stock each carry one vote per share, while 403,559,196 shares of Class V‑3 common stock carry three votes per share, all voting together as a single class except where law requires otherwise. The filing also outlines board and committee structure, director independence, and governance policies.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240. 14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
January 16, 2026
Dear Fellow Stockholders,
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Symbotic Inc. on Thursday, March 5, 2026, beginning at 10:00 a.m., Eastern Time (the “Annual Meeting”). The Annual Meeting will be conducted virtually via live webcast.
To participate in this year’s Annual Meeting, you must register beforehand by visiting www.proxydocs.com/SYM and completing the registration process by 5:00 p.m., Eastern Time, on March 4, 2026, which we refer to as the Registration Deadline. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you. You will not be able to attend the Annual Meeting physically. Once properly registered, you will be able to attend the Annual Meeting live via video webcast that will provide you with the ability to participate in the Annual Meeting, vote your shares and ask questions, subject to the Annual Meeting’s Rules of Conduct (which will be posted on www.proxydocs.com/SYM on the day of the Annual Meeting).
Details regarding how to attend the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement. We will mail a notice containing instructions on how to access this proxy statement and our annual report on or about Friday, January 16, 2026, to all stockholders entitled to vote at the Annual Meeting. Stockholders who prefer a paper copy of the proxy materials may request one by following the instructions provided in the notice we will send.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail following instructions on the proxy card. Voting by proxy will ensure your representation at the Annual Meeting, regardless of whether you attend.
Sincerely,
Richard B. Cohen
Chairman, President and Chief Executive Officer
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
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10:00 a.m., Eastern Time |
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March 5, 2026 |
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Virtual. Details on how to participate are described in the Notice of Internet Availability of Proxy Materials (“Notice of Availability”) or by visiting www.proxydocs.com/SYM. |
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Purposes |
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To elect nine directors nominated by the board of directors of Symbotic Inc., identified in the accompanying proxy statement, each to serve for a term of one year until the 2027 Annual Meeting of Stockholders, until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal; |
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To approve an advisory vote on our executive compensation; |
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 26, 2026; and |
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To transact any other business that may properly come before the meeting or any adjournment thereof. |
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Record Date |
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The board of directors has set January 6, 2026 as the record date for determining stockholders entitled to notice of, and to vote at, the meeting. |
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Virtual Meeting Admission |
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All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.proxydocs.com/SYM and entering the control number included in our Notice of Availability being mailed to you separately. |
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Voting by Proxy |
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If you are a stockholder of record, please vote via the Internet, telephone or mail by following the instructions on the website indicated in the materials you received in the mail. If you are a beneficial owner of shares held in “street name” by your broker, bank or other nominee, you should have received a voting instruction form with these proxy materials from your broker, bank or other nominee rather than from us. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares will depend on the voting processes of the broker, bank or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction form and any other materials that you receive from that organization. If you hold your shares of our common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive. |
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By order of the Board of Directors,
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Richard B. Cohen Chairman, President and Chief Executive Officer |
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Wilmington, Massachusetts |
January 16, 2026 |
We first made these proxy materials available to stockholders on or about January 16, 2026. A copy of our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon written request to Symbotic Inc., 200 Research Drive, Wilmington, Massachusetts 01887, Attention: Vice President, Investor Relations. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 27, 2025 are also available on the SEC’s website at www.sec.gov.
Table of Contents
TABLE OF CONTENTS
PROXY STATEMENT |
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GENERAL INFORMATION |
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PROPOSAL NO. 1 ELECTION OF DIRECTORS |
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PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION |
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PROPOSAL NO. 3 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 26, 2026 |
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CORPORATE GOVERNANCE |
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EXECUTIVE COMPENSATION |
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DIRECTOR COMPENSATION |
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
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PRINCIPAL STOCKHOLDERS |
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REPORT OF THE AUDIT COMMITTEE |
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HOUSEHOLDING |
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STOCKHOLDER PROPOSALS |
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OTHER MATTERS |
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Proxy Statement
SYMBOTIC INC.
200 Research Drive
Wilmington, Massachusetts 01887
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Thursday, March 5, 2026
This proxy statement contains information about the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Symbotic Inc., which will be held on March 5, 2026 at 10:00 a.m., Eastern Time. The Annual Meeting will be held virtually via live webcast. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.proxydocs.com/SYM and entering the control number included in our Notice of Availability, on your proxy card or in the instructions that accompanied your proxy materials.
In this proxy statement, the terms “Symbotic,” “the Company,” “we,” “us,” and “our” refer to Symbotic Inc. The mailing address of our principal executive office is Symbotic Inc., 200 Research Drive, Wilmington, Massachusetts 01887.
All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of Annual Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.
We made this proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 27, 2025 (“2025 Annual Report”) available to stockholders on or about January 16, 2026.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting to be Held on March 5, 2026:
This proxy statement and our 2025 Annual Report are
available for viewing, printing and downloading at www.proxydocs.com/SYM
A copy of our 2025 Annual Report, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Symbotic Inc., 200 Research Drive, Wilmington, MA 01887, Attention: Vice President, Investor Relations. This proxy statement and our 2025 Annual Report are also available on the SEC’s website at www.sec.gov.
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General Information
SYMBOTIC INC.
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?
We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about January 16, 2026, we will begin mailing the Notice of Availability. Our proxy materials, including the Notice of the 2026 Annual Meeting, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker, bank or other nominee), a voting instruction form, and the 2025 Annual Report, will be made available to stockholders on the Internet on or about the same date.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
Pursuant to rules adopted by the SEC, for most stockholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our proxy materials. Therefore, the Notice of Availability was mailed to holders of record and beneficial owners of our common stock starting on or about January 16, 2026. The Notice of Availability provides instructions as to how stockholders may access and review our proxy materials, including the Notice of the 2026 Annual Meeting, this proxy statement, the proxy card and our 2025 Annual Report, on the website referred to in the Notice of Availability or, alternatively, how to request that a printed copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Availability also provides voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice of Availability and our Notice of the 2026 Annual Meeting, and this proxy statement and our 2025 Annual Report are available on our website, no other information contained on either website is incorporated by reference in, or considered to be a part of, this proxy statement.
Who is soliciting my vote?
Our board of directors is soliciting your vote for the Annual Meeting.
When is the record date for the Annual Meeting?
The record date for determination of stockholders entitled to vote at the Annual Meeting has been set as January 6, 2026.
How many votes can be cast by all stockholders?
Stockholders who own shares of our common stock as of the record date, January 6, 2026, are entitled to vote at the Annual Meeting. As of the record date, Symbotic had approximately 123,250,254 shares of Class A common stock outstanding, 72,963,208 shares of Class V-1 common stock outstanding and 403,559,196 shares of Class V-3 common stock outstanding. Holders of shares of Class A common stock and Class V-1 common stock are entitled to one vote per share of Class A common stock or Class V-1 common stock, as the case may be. Holders of shares of Class V-3 common stock are entitled to three votes per share of Class V-3 common stock they beneficially own. All holders of Class A common stock, Class V-1 common stock and Class V-3 common stock will vote together as a single class except as otherwise required by applicable law. Cumulative voting is not permitted with respect to the election of directors, the advisory vote on executive compensation or any other matter to be considered at the Annual Meeting.
How do I vote?
If you are a stockholder of record, there are several ways for you to vote your shares.
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General Information
If the Annual Meeting is adjourned or postponed, the deadlines above may be extended.
If you are a beneficial owner of shares held in “street name” by your broker, bank or other nominee, you should have received a voting instruction form with these proxy materials from your broker, bank or other nominee rather than from us. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares will depend on the voting processes of the broker, bank or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction form and any other materials that you receive from that organization. If you hold your shares of our common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.
If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by our board of directors on all matters presented in this proxy statement, and as the persons named as proxies in the proxy card may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.
If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.
How can I virtually attend the Annual Meeting?
To attend and participate in the virtual Annual Meeting, stockholders will need to access the live webcast of the meeting. To do so, stockholders of record will need to visit www.proxydocs.com/SYM and enter the control number provided in the Notice of Availability and beneficial owners of shares held in “street name” will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares.
The live webcast of the Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on March 5, 2026. We encourage stockholders to login to this website and access the webcast 15 minutes before the Annual Meeting’s start time.
Additionally, questions regarding how to attend and participate via the Internet can be answered by following the assistance instructions included at www.proxydocs.com/SYM.
If you wish to submit a question during the Annual Meeting, follow the onscreen instructions. Our Annual Meeting will be governed by the Annual Meeting’s Rules of Conduct, which will be posted on www.proxydocs.com/SYM on the day of the Annual Meeting.
How do I revoke my proxy?
If you are a stockholder of record, you may revoke your proxy by: (1) following the instructions on the Notice of Availability and submitting a new vote by Internet, telephone or mail using the procedures described in the “How do I
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General Information
Vote?” section above before the applicable deadline; (2) attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not in and of itself revoke a proxy); or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our corporate secretary. Any written notice of revocation or subsequent proxy card must be received by our corporate secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our corporate secretary or sent to our principal executive offices at Symbotic Inc., 200 Research Drive, Wilmington, MA 01887, Attention: Corporate Secretary.
If your shares are held in “street name” by a broker, bank, or other nominee, you must contact such broker, bank, or other nominee in order to find out how to change your vote.
How is a quorum reached?
Our bylaws provide that a majority of the voting power of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.
Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and “broker non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.
How is the vote counted?
Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our certificate of incorporation, or by our bylaws. Abstentions and “broker non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee is required to vote your shares according to your instructions. If you do not give instructions to your broker, bank or other nominee, the broker, bank or other nominee will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. Proposal Nos. 1 and 2 are “non-discretionary” items. If you do not instruct your broker how to vote with respect to these proposals, your broker, bank or other nominee may not vote for these proposals, and those votes will be counted as “broker non-votes.” Proposal No. 3 is considered to be a discretionary item, and your broker, bank or other nominee will be able to vote on this proposal even if it does not receive instructions from you.
Assuming a quorum is present, directors will be elected by a majority of votes cast by holders of shares present or represented by proxy and entitled to vote on the election of directors. For purposes of elections of directors, a majority of votes cast means the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” (or other shares of the Company similarly not entitled to vote) not counted as a vote cast either “for” or “against” that director’s election), which we refer to as a “plurality” for this purpose (Proposal 1). The affirmative vote of a majority of the votes cast upon the matter is required to constitute the shareholders’ approval with respect to the advisory vote on executive compensation (Proposal 2) and the ratification of the appointment of Grant Thornton LLP as our independent auditor for the year ending September 26, 2026 (Proposal 3).
Shares voting “withheld,” “abstain” or “broker non-votes” will have no effect on the election of directors, , the advisory vote on executive compensation, or the ratification of the appointment of our independent auditor.
Who pays the cost for soliciting proxies?
We are making this solicitation and will pay the entire cost of preparing and distributing the Notice of Availability and our proxy materials and soliciting votes. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise.
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General Information
How may stockholders submit matters for consideration at an Annual Meeting?
Subject to the director nomination notice requirements described below, the required notice must be in writing and received by our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed (other than as a result of adjournment or recess) by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting were held in the preceding year, or, if the first public disclosure of the date of the annual meeting is less than 100 days prior to the date of the annual meeting, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made.
In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2027 must also satisfy the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and be received not later than September 18, 2026. If the date of the annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 4, 2027. In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also comply with the additional requirements of Rule 14a-19(b).
Further, any stockholder proposal for a director nominee intended to be included in the proxy materials for the next annual meeting of our stockholders in 2027 pursuant to our “proxy access” bylaws must meet the requirements set forth in our bylaws and the materials required by our bylaws must be submitted as required by our bylaws. Among others, the required notice must be received by our corporate secretary at our principal executive offices not less than 120 days and not more than 150 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is more than 30 days earlier or delayed (other than as a result of adjournment or recess) by more than 60 days later than such anniversary date, or, if the first public disclosure of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the stockholder’s notice must be so received no earlier than the 150th day prior to the date of such annual meeting and not later than the later of (i) the 120th day prior to the date of such annual meeting and (ii) the tenth day following the day on which public disclosure of the date of such annual meeting is first made. All such proxy access director nominations must satisfy the requirements set forth in our bylaws.
How can I know the voting results?
We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.
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Proposal No. 1 Election of Directors
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our board of directors is currently comprised of nine members. All directors are elected by the stockholders at each annual meeting to serve from the time of their election until the date of the annual meeting next following the annual meeting at which such director was elected. The current board of directors is comprised of Richard Cohen, Eric Branderiz, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Andrew Ross, Daniela Rus and Merline Saintil.
The nominating and corporate governance committee of the board of directors has recommended, and the board of directors has approved, the nomination of all nine persons currently serving as our directors, Richard Cohen, Eric Branderiz, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Andrew Ross, Daniela Rus and Merline Saintil, for a one-year term expiring at the 2027 annual meeting and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation, disqualification or removal. Directors are elected by a plurality (as defined above) of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. The nine nominees receiving the highest number of “FOR” votes will be elected.
Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the nominating and corporate governance committee and approved by the board of directors. In lieu of designating a substitute nominee, the board of directors, in its discretion, may reduce the number of directors. We have no reason to believe that any nominee named will be unable to serve if elected.
Nominees for Director
The names, ages of the nominees as of January 16, 2026, length of service on our board of directors and current board of directors committee memberships are set forth in the table below. Following the Annual Meeting, the nominating and corporate governance committee will review committee appointments for all directors elected to the board of directors and will make a recommendation to the board of directors regarding committee appointments for all board of directors members.
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Audit |
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Compensation Committee |
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Nominating |
Nominees Currently Serving as Directors |
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Richard Cohen* |
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2022 |
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Eric Branderiz |
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60 |
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2025 |
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Rollin Ford |
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63 |
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2022 |
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Charles Kane |
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68 |
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2022 |
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Chair |
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Todd Krasnow |
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2022 |
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Chair |
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Vikas Parekh |
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43 |
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2022 |
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Andrew Ross |
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58 |
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2025 |
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Daniela Rus |
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62 |
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2023 |
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Merline Saintil |
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49 |
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2022 |
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Chair |
* Chair of the board of directors
A brief biography of each nominee is also set forth below, which includes information, as of the date of this Proxy Statement, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the nominating and corporate governance committee and the board of directors to believe that the director should serve on the board of directors:
Richard Cohen
Mr. Cohen has served as the Chair of our board of directors and President since June 2022, our Chief Executive Officer since November 2022 and our Chief Product Officer from June 2022 until November 2022. Mr. Cohen served as chairman of Warehouse Technologies LLC (“Warehouse”) from December 2006 and as president of Symbotic LLC from November 2017 until June 2022. Mr. Cohen previously served as chief executive officer of Symbotic LLC from November
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Proposal No. 1 Election of Directors
2017 to April 2022. He is also the executive chairman of C&S Wholesale Grocers, Inc., one of the largest grocery wholesalers in the United States, where he is the third generation of the Cohen family to lead that company. Mr. Cohen became chairman, president and chief executive officer of C&S Wholesale Grocers in 1989 and served as president until March 2014 and as chief executive officer until January 2018, during which time he led the growth and expansion of C&S Wholesale Grocers into an industry leader in supply chain solutions and wholesale grocery supply. Mr. Cohen holds a bachelor’s degree in accounting from the Wharton School of Business. He has also been awarded honorary doctorate degrees from Assumption College and Keene State College.
Mr. Cohen was selected to serve on the board of directors due to his extensive experience in the wholesale distribution business, his vision and experience in automation, his experience and track record in entrepreneurship, investment and business development and his deep relationships in various industries.
Eric Branderiz
Mr. Branderiz has served on our board of directors since May 2025. Since 2023, he has served as an independent director on the boards of directors of Fortive Corporation and Cognizant Technology Solutions Corporation. From 2018 until 2022, Mr. Branderiz was the executive vice president and chief financial officer of Enphase Energy, Inc. From 2016 to 2018, he was vice president, chief accounting officer, and corporate controller at Tesla, Inc. From 2010 to 2016, he worked at SunPower Corporation in senior roles including senior vice president, corporate controller, and head of operations for the light commercial and residential business. He began his career as an auditor at Ernst & Young in Canada and the United States. He also held positions at the Alberta Registry and the Alberta Securities Commission. Mr. Branderiz is a C.P.A. in California and earned a bachelor's degree in business commerce from the University of Alberta, Canada.
Mr. Branderiz was selected to service on our board of directors due to his deep knowledge and experience with innovation and disruptive technology and hypergrowth, his extensive expertise in finance, accounting and financial reporting, financial analysis and planning, investor relations, risk management, capital markets, corporate development and public company governance, and is extensive experience in business operations, innovative product development and strategy, business transformation, logistics, commercial operations, procurement and supply chain.
Rollin Ford
Mr. Ford has served on our board of directors since June 2022. Mr. Ford served on the Warehouse advisory board of directors from August 2016 until June 2022. Mr. Ford retired in 2016 from Walmart Stores, Inc., where he served in a variety of executive leadership roles during his 33-year career with the world’s largest retailer. Mr. Ford began his career with Walmart in 1984 in the logistics division and later became the chief logistics officer where he was responsible for transforming and building the company’s global supply chain network. He also served as the executive vice president and chief information officer from May 2006 to January 2012, having responsibility for the company’s worldwide technology division. Most recently, Mr. Ford served as the chief administrative officer from February 2012 to July 2016 where he focused on leveraging Walmart’s scale to increase efficiency and productivity around the world while having responsibility for the domains mentioned above, which also included back office (shared services), global sourcing and data and analytics. Mr. Ford holds a B.S. degree from Taylor University in Indiana. In retirement, Mr. Ford has joined the boards of directors of Mercy Health System, GreenBox (now doing business as Exol) and John Brown University and the board of advisors of AT Kearney.
Mr. Ford was selected to serve on our board of directors due to his experience as a senior executive at Walmart and his background and knowledge relating to logistics, the supply chain and technology.
Charles Kane
Mr. Kane has served on our board of directors since June 2022. Mr. Kane served on the Warehouse advisory board of directors from October 2020 until June 2022. Mr. Kane has been a Senior Lecturer, Technological Innovation, Entrepreneurship and Strategic Management at the Massachusetts Institute of Technology since September 2006. Since November 2006, Mr. Kane has also been a director and strategic advisor of One Laptop Per Child, a non-profit organization that provides computing and internet access for students in the developing world, for which he served as president and chief operating officer from 2008 until 2009. Mr. Kane served as executive vice president and chief administrative officer of Global BPO Services Corp., a special purpose acquisition corporation, from July 2007 until March 2008, and as chief financial officer of Global BPO from August 2007 until March 2008. Prior to joining Global BPO, he served as chief
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Proposal No. 1 Election of Directors
financial officer of RSA Security Inc., a provider of e-security solutions, from May 2006 until RSA was acquired by EMC Corporation in October 2006. From July 2003 until May 2006, he served as chief financial officer of Aspen Technology, Inc., a publicly traded provider of supply chain management software and professional services. Mr. Kane is currently a director of Alkami Technology, Inc. (ALKT), a leading cloud-based digital banking solutions provider for banks and credit unions in the United States, and Progress Software Corp. (PRGS), a software company that specializes in the implementation of business applications. He was previously a director of Applix Inc., Borland Software Corporation, Carbonite, Inc., Demandware Inc., Netezza Corporation and RealPage, Inc. Mr. Kane is a certified public accountant and holds a B.B.A. in accounting from the University of Notre Dame and a M.B.A. in international finance from Babson College.
Mr. Kane was selected to serve on our board of directors due to his experience as a senior executive officer at a number of publicly traded companies, including as chief financial officer of several of those companies, and his experience serving on the boards of directors of other public and private companies.
Todd Krasnow
Mr. Krasnow has served on our board of directors since June 2022. Mr. Krasnow served on the Warehouse advisory board from May 2016 until June 2022. Mr. Krasnow has served as the president of Cobbs Capital, Inc., a private consulting company, since January 2005. Previously, Mr. Krasnow was a marketing domain expert with Highland Consumer Fund, a venture capital firm, from June 2007 until it became Porchlight Equity in February 2017, after which he was an operating partner until November 2019. Mr. Krasnow was the chairman of Zoots, Inc., a dry-cleaning company, from June 2003 to January 2008 and chief executive officer of Zoots from February 1998 to June 2003. He served as the executive vice president of sales and marketing of Staples, Inc. from May 1993 to January 1998 and in other sales and marketing positions for Staples from March 1986 to May 1993. Mr. Krasnow has served as a member of the C&S Wholesale Grocers advisory board since 2006. Mr. Krasnow is a director of Ecentria, a privately held online marketer of optical, outdoor and camping gear, and Kids2 Inc., a privately held baby and toddler products company. He was previously a director of Bakkavor, LTD, Carbonite, Inc. and Tile Shop Holdings, Inc. Mr. Krasnow holds a M.B.A degree from the Harvard Business School and a bachelor’s degree in chemistry from Cornell University.
Mr. Krasnow was selected to serve on the board of directors due to his experience as a senior executive, his experience in investment, marketing and business development, and his experience serving on the boards of directors of other public and private companies.
Vikas Parekh
Mr. Parekh has served on our board of directors since June 2022. Mr. Parekh has been a managing partner with SoftBank Investment Advisors (SoftBank Vision Fund) since March 2016. Since 2025, Mr. Parekh has served as an independent director on the board of directors of Twenty One Capital, Inc. Mr. Parekh has made investments and holds director seats across public and private markets. Prior to joining SoftBank Investment Advisors, Mr. Parekh worked in private equity at Kohlberg Kravis Roberts & Co. L.P., a global investment firm, and in consulting at Boston Consulting Group, a global consulting firm. Mr. Parekh holds an M.B.A degree from Harvard Business School and B.S. degree in electrical engineering and M.S. degree in electrical and computer engineering from Georgia Institute of Technology.
Mr. Parekh was selected to serve on the board of directors due to his extensive experience in the emerging technologies space.
Andrew Ross
Mr. Ross has served on our board of directors since August 2025. He has served as the president and chief operating officer of Parker Hannifin Corporation since January 2024 and January 2023, respectively. From September 2015 to December 2022, Mr. Ross served as vice president and president of the Fluid Connectors Group and from 2012 to 2015, he served as vice president and president of the Engineered Materials Group. Prior to those roles, since joining Parker Hannifin in 1998 as a product manager, Mr. Ross held various roles of progressing responsibility. Mr. Ross holds a B.S. in business administration from the University of Saint Francis, an Executive M.B.A. from Case Western Reserve University, and a M.A in Applied Communications from the University of Michigan. He serves on the board of trustees, as the
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Proposal No. 1 Election of Directors
treasurer and chair of the finance committee of the Hawken School. He is also a member of the Manufacturers Alliance for Productivity and Innovation.
Mr. Ross was selected to serve on our board of directors due to his extensive commercial and operational experience at a global diversified manufacturing company.
Daniela Rus
Prof. Rus has served on our board of directors since March 2023. Prof. Rus has been a professor at Massachusetts Institute of Technology since 2004 and currently serves in a number of positions, including the Andrew (1956) and Erna Viterbi Professor of Electrical Engineering and Computer Science since 2004, the Director of the Computer Science and Artificial Intelligence Laboratory since 2012 and the Massachusetts Institute of Technology Director of the Department of the Air Force - Massachusetts Institute of Technology Artificial Intelligence Accelerator since 2019. Prof. Rus also served as the Deputy Dean of Research for Schwarzman College of Computing at Massachusetts Institute of Technology from 2019 to 2022. Prior to joining Massachusetts Institute of Technology, Prof. Rus was a professor in the Computer Science Department at Dartmouth College from 1994 to 2003. Prof. Rus’ research and interests are in robotics and artificial intelligence and the key focus of her research is to develop the science and engineering of autonomy. Prof. Rus is a senior visiting fellow at MITRE Corporation, serves as a USA expert for Global Partnerships in Artificial Intelligence, serves on the board of trustees for Mohamed bin Zayed University of Artificial Intelligence and on the board of directors of Mass Robotics and serves as a member of several other advisory boards and technical companies. Prof. Rus served as a member of the President’s Counsel of Advisors on Science and Technology and on the Defense Innovation Board. Prof. Rus is a MacArthur Fellow, a fellow of the Association for Computing Machinery, the Association for the Advancement of Artificial Intelligence, the Institute of Electrical and Electronics Engineers (“IEEE”) and the American Academy of Arts and Sciences, and a member of the National Academy of Engineering. She is the recipient of the Engelberger Award for robotics, the IEEE Robotics and Automation Society (“RAS”) Pioneer award, IEEE RAS Technical award, IEEE Edison Medal, Mass Technology Leadership Council Innovation Catalyst Award, John Scott award and the International Joint Conference on AI Organization John McCarthy Award. Prof. Rus holds a B.S. in computer science from the University of Iowa and a Ph.D. in computer science from Cornell University.
Prof. Rus was selected to serve on the board of directors due to her research and leadership experience and her field-leading expertise in robotics, artificial intelligence and data science.
Merline Saintil
Ms. Saintil has served on our board of directors since June 2022. Ms. Saintil served on the Warehouse advisory board from October 2021 until June 2022. Ms. Saintil currently serves on the board of directors of several publicly traded companies, as further described below. Ms. Saintil has served as a technology and business executive at Fortune 500 and privately held companies, including Intuit Inc., a financial software company, Yahoo! Inc., a web services provider, PayPal Holdings Inc., a financial technology company, Adobe Inc., a computer software company, Joyent Inc., a cloud computing software company, and Sun Microsystems, Inc., a technology company. From April 2019 to February 2020, Ms. Saintil was the chief operation officer, R&D-IT of Change Healthcare Inc., a healthcare technology company. Prior to that, she served as head of operations, product and technology at Intuit from November 2014 to August 2018, and as head of operations of mobile and emerging products at Yahoo from January to November 2014. She has served as a board member of Gitlab Inc. (GTLB), a provider of a DevOps platform to develop, secure and operate software, since November 2020, Rocket Lab USA, Inc. (RKLB), a space exploration company, since June 2021, and TD SYNNEX Corporation (SNX), a global distributor and solutions aggregator for the IT ecosystem, since September 2021. Ms. Saintil also served as a board member of Evolv Technologies Holdings, Inc. (EVLV), a touchless human security platform company, from January 2021 to January 2025, Banner Corporation (BANR), a bank holding company, from March 2017 to May 2022, and Alkami Technology (ALKT), a leading cloud-based digital banking solutions company, from October 2020 to December 2022. Ms. Saintil earned her B.S. degree from Florida Agricultural and Mechanical University and her M.S. degree from Carnegie Mellon.
Ms. Saintil was selected to serve on the board of directors due to her executive leadership experience, her extensive experience in technology, enterprise risks, cybersecurity, talent management and digital transformation, and her experience serving on the boards of directors of public companies.
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Proposal No. 1 Election of Directors
Vote Required and Board of Directors’ Recommendation
Assuming a quorum is present, the directors receiving a plurality (as defined above) of the votes cast in person or by proxy at the meeting will be elected. You may vote either FOR each nominee or WITHHOLD your vote from each nominee. Votes that are withheld will not be included in the vote tally for the election of directors. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee does not have authority to vote your unvoted shares held by the firm for the election of directors. As a result, any shares not voted by you will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
The proxies will be voted FOR the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.
The proposal for the election of directors relates solely to the election of directors nominated by our board of directors.
The board of directors recommends voting “FOR” the election of Richard Cohen, Eric Branderiz, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Andrew Ross, Daniela Rus and Merline Saintil, each to serve for a one-year term expiring at the 2027 annual meeting and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation, disqualification or removal.
Executive Officers Who Are Not Directors
The following table identifies our executive officers who are not directors and sets forth their current positions at Symbotic and their ages as of January 16, 2026.
Name |
|
Age |
|
Position(s) with Symbotic |
Brian Alexander |
|
46 |
|
Senior Vice President, Commercial |
Brendan Blennerhassett |
|
52 |
|
Chief Product Innovation Officer |
William Boyd III |
|
59 |
|
Chief Strategy Officer |
Corey Dufresne |
|
55 |
|
Chief Legal Officer & Secretary |
Michael Dunn |
|
52 |
|
Chief Customer Officer |
James Kuffner |
|
54 |
|
Chief Technology Officer |
Izilda Martins |
|
54 |
|
Chief Financial Officer & Treasurer |
Walter Odisho |
|
63 |
|
Chief Manufacturing & Supply Chain Officer |
Miriam Ort |
|
45 |
|
Chief Human Resources Officer |
Brian Alexander, Senior Vice President, Commercial
Mr. Alexander has served as our Senior Vice President, Commercial since March 2025. Prior to joining us, he spent over 20 years at Hub Group Inc. - from November 2024 until February 2025, as the chief marketing officer, from January 2023 until December 2024, as the chief operating officer, from September 2015 until January 2023, as executive vice president of logistics and from 2010 until 2015, as vice president of operations. Mr. Alexander serves on the advisory board of Marquette University’s Center of Supply Chain Management and is a long-time member of the Center of Supply Chain Management Professionals. He has a B.B.A. degree in marketing and communications from Marquette University and a M.B.A. degree from Cardinal Stritch University.
Brendan Blennerhassett, Chief Product Innovation Officer
Mr. Blennerhassett has served as our Chief Product Innovation Officer since April 2025 and, prior to that, as our Senior Vice President, Europe since September 2023. From April 2021 until May 2023, he served as the chief executive officer and managing director of Expert Technologies Group. From 2012 until October 2020, he served as the chief executive officer of the North America and United Kingdom business units at Comau S.p.A. Mr. Blennerhassett is a Certified Company Director from the Institute of Directors in London, England.
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Proposal No. 1 Election of Directors
William Boyd III, Chief Strategy Officer
Mr. Boyd has served as our Chief Strategy Officer since June 2022. Mr. Boyd served as our chief of staff from February 2020 until June 2022. Since February 2020, Mr. Boyd has also served as the chief legal officer of C&S Wholesale Grocers. Prior to joining us, Mr. Boyd served from April 2019 to February 2020 as the chief legal officer at Imperial Dade Intermediate Holdings, LLC, a high-growth food service packaging and supplies distribution company. Mr. Boyd also held the roles of general counsel and chief legal officer at C&S Wholesale Grocers from March 2009 to February 2018 and February 2018 to April 2019, respectively. Mr. Boyd has a J.D. degree from Duke University, M.B.A. degree from Babson College and a B.A. degree in history and psychology from Williams College.
Corey Dufresne, Chief Legal Officer and Secretary
Mr. Dufresne has served as our Chief Legal Officer and Secretary since January 2025. He served as our Senior Vice President, General Counsel and Secretary from June 2022 to December 2025 and our vice president and general counsel from November 2011 until June 2022. Prior to joining us, Mr. Dufresne served as vice president, general counsel and corporate secretary for Netezza Corporation from May 2009 to May 2011. Prior to his role at Netezza, he spent nine years at WilmerHale in Boston in the corporate law section and two years at Jones Walker in New Orleans. Mr. Dufresne has a B.A. degree in economics and political science from McGill University, a M.A. degree in comparative and international politics from the University of Cape Town and a J.D. degree from Tulane Law School.
Michael Dunn, Chief Customer Officer
Mr. Dunn has served as our Chief Customer Officer since February 2025, our Senior Vice President of Sales, Marketing and Product Strategy from January 2023 until February 2025 and our Vice President of Sales, Marketing and Product Strategy from May 2017 to January 2023. Prior to joining us, Mr. Dunn held the role of group vice president sales & marketing at Fortna Inc. from December 2008 to May 2017. Before that, Mr. Dunn was an early employee at Manhattan Associates, a global supply chain solutions provider, for 12 years. Mr. Dunn is a Council of Supply Chain Management Professionals member and holds a B.S. in mechanical engineering from Purdue University.
James Kuffner, Chief Technology Officer
Dr. Kuffner has served as our Chief Technology Officer since January 2025. From October 2023 until December 2024, he served as the senior fellow in charge of the Software Development Center of Toyota Motor Corporation, an automobile manufacturer. From June 2020 until June 2023, Dr. Kuffner also served as chief digital officer and a member of the board of directors of Toyota. From January 2021 until September 2023, Dr. Kuffner served as chief executive officer of Woven Planet Holdings, Inc., a wholly-owned subsidiary of Toyota focused on mobility innovation, which he co-founded. From April 2018 until March 2023, Dr. Kuffner served as an executive advisor to Toyota Research Institute, Inc., an organization seeking to create new capabilities in automated driving, where he formerly served as chief technology officer. From April 2018 to January 2021, Dr. Kuffner served as chief executive officer for Toyota Research Institute - Advanced Development, Inc. From January 2021 to June 2023, Dr. Kuffner served as a member of the board of directors of Joby Aviation (JOBY), a public electric aircraft company. He holds B.S., M.S. and Ph.D. degrees in computer science from Stanford University.
Izilda Martins, Chief Financial Officer and Treasurer
Ms. Martins has served as our Chief Financial Officer since August 2025. Ms. Martins was executive vice president and chief financial officer of Avis Budget Group, Inc., a global provider of mobility solutions, from January 2024 to June 2025. Prior to that, Ms. Martins held various strategic and financial roles with Avis and its predecessor entity, Cendant Corporation. She served as executive vice president, Americas from June 2020 to December 2023, after assuming the responsibilities associated with that role on an interim basis in January 2020. From May 2014 to December 2019, Ms. Martins served as senior vice president and chief financial officer, Americas and from November 2010 to May 2014, she served as senior vice president and chief accounting officer. She also held the position of vice president of tax from August 2006 to November 2010. Ms. Martins began her tenure at Cendant in November 2004 as director of tax planning and mergers & acquisitions. Prior to joining Cendant, she was associated with Deloitte for seven years. Ms. Martins earned a J.D. and B.S. in accounting from Seton Hall University. She has been a member of the board of directors and the chair of the audit committee of Southland Holdings, Inc. since February 2023.
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11 |
Proposal No. 1 Election of Directors
Walter Odisho, Chief Manufacturing and Supply Chain Officer
Mr. Odisho has served as our Chief Manufacturing and Supply Chain Officer since October 2023 and was our Senior Vice President of Manufacturing from February 2023 until October 2023. Prior to joining Symbotic, Mr. Odisho served as vice president of operations fulfillment at Amazon.com, Inc. from April 2021 until February 2023. Prior to that, he was vice president of manufacturing, safety and quality for Boeing Commercial Airplanes from December 2013 to April 2021, where he led a global production system. Prior to Boeing, Mr. Odisho was vice president/general manager, manufacturing and operations at Toyota, where he spent over 24 years in senior manufacturing roles and led the company’s largest manufacturing facility across the globe. Mr. Odisho graduated from The Wharton School’s Toyota Executive Development, Business Administration and Management program and holds a B.S. in industrial technology – manufacturing automation from California State University, Fresno.
Miriam Ort, Chief Human Resources Officer
Ms. Ort has served as our Chief Human Resources Officer since November 2022. Ms. Ort also serves as the chief human resources officer of C&S Wholesale Grocers, a position she has held since December 2019. Prior to joining C&S Wholesale Grocers, Ms. Ort served from April 2017 to December 2019 as the senior vice president, human resources at Avis Budget Group, a global provider of mobility solutions. From September 2008 until April 2017, Ms. Ort served in a number of senior and executive human resources roles at PepsiCo, Inc., including serving as head of human resources – Pepsi Co UK & Ireland, from February 2015 to April 2017. Ms. Ort holds a Master's in human resources management from Rutgers University and a B.A. degree in English from Thomas Edison State University.
|
12 |
Proposal No. 2 Advisory (Non-Binding) Vote on Executive Compensation
PROPOSAL NO. 2
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
As required by Section 14A of the Exchange Act and pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), stockholders are being asked, on an advisory basis, to approve the compensation of our named executive officers. This vote, commonly known as a “say-on-pay” vote, is a non-binding vote on the compensation paid to our named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion beginning on page 23 of this Proxy Statement.
Our executive compensation program is designed to attract, motivate and retain outstanding individuals, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and creation of stockholder value over the long term. Our executive compensation programs and objectives are described in detail under the heading “Compensation Discussion and Analysis” and the level of compensation paid to our named executive officers during the last three years is set out in the Summary Compensation Table and related information. The compensation committee believes that our executive compensation program is effective in achieving these objectives.
This advisory vote to approve named executive officer compensation is not binding on the board of directors. However, the board of directors values stockholders’ input and will take into account the result of the vote when determining future executive compensation arrangements.
Vote Required and Board of Directors’ Recommendation
The advisory vote on executive compensation requires the affirmative vote of a majority of the votes cast FOR this proposal. Votes that are abstained will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee has authority to vote your unvoted shares held by the firm on this proposal. If your broker, bank or other nominee does not exercise this authority, such broker non-votes will have no effect on the results of this vote.
The Board of Directors recommends a vote “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers.
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13 |
Proposal No. 3 Ratification of the Appointment of Grant Thornton LLP As Our Independent Registered Public Accounting Firm for the Fiscal Year Ending September 26, 2026
PROPOSAL NO. 3
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 26, 2026
Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 26, 2026. Grant Thornton LLP has served as our independent registered public accounting firm since 2021.
The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending September 26, 2026. Stockholder approval is not required to appoint Grant Thornton LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Grant Thornton LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Grant Thornton LLP. If the selection of Grant Thornton LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time.
A representative of Grant Thornton LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if that representative desires to do so and to respond to appropriate questions from our stockholders.
We incurred the following fees from Grant Thornton LLP for the audit of our consolidated financial statements and for other services provided during the fiscal years ended September 27, 2025 and September 28, 2024.
|
|
Fiscal Year |
|
Fiscal Year |
|
||
Fee Category |
|
2025 |
|
2024 |
|
||
Audit fees(1) |
$ |
4,708,323 |
|
$ |
4,714,500 |
|
|
Audit-related fees(2) |
|
|
395,099 |
|
|
— |
|
Tax fees(3) |
|
|
— |
|
|
— |
|
All other fees(4) |
|
|
— |
|
|
— |
|
Total Fees |
$ |
5,103,422 |
|
$ |
4,714,500 |
|
|
Audit Committee Pre-Approval Policy and Procedures
Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below.
From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.
No services were provided to us by Grant Thornton LLP other than in accordance with the pre-approval policies and procedures described above since the adoption of those policies and procedures in 2024.
|
14 |
Proposal No. 3 Ratification of the Appointment of Grant Thornton Llp As Our Independent Registered Public Accounting Firm for the Fiscal Year Ending September 26, 2026
Vote Required and Board of Directors’ Recommendation
The affirmative vote of a majority of the votes cast FOR this proposal is required to ratify the appointment of our independent public accountant. Votes that are abstained will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee has authority to vote your unvoted shares held by the firm on this proposal. If your broker, bank or other nominee does not exercise this authority, such non-votes by your broker, bank or other nominee will have no effect on the results of this vote.
The Board of Directors recommends voting “FOR” Proposal No. 3 to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 26, 2026.
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15 |
Corporate Governance
CORPORATE GOVERNANCE
Board of Directors Composition
Our board of directors is currently comprised of nine members. Richard Cohen is the Chair. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to management. Our board of directors meets on a regular basis and additionally, as required. All directors are elected by the stockholders at each annual meeting to serve from the time of their election until the date of the annual meeting next following the annual meeting at which such director was elected, or until their earlier death, retirement, resignation, disqualification or removal.
Director Independence
Our board of directors has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of Nasdaq.
Our board of directors has determined that all members of the board of directors, except Richard Cohen, are independent directors, including for purposes of the rules and regulations of the SEC and Nasdaq. In making such independence determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers. Mr. Cohen is not an independent director under these rules because he is our Chief Executive Officer.
Board of Directors Leadership Structure
The board of directors reviews its leadership structure periodically as part of its annual self-assessment process. In addition, the board of directors continues to monitor developments in corporate governance as well as the approaches our peers undertake.
The board of directors believes that it is important to retain the flexibility to allocate the responsibilities of the offices of chair and chief executive officer in any manner that it determines to be in our best interests at any point in time. Our Chair and our Chief Executive Officer are currently the same person, Richard Cohen. Our board of directors does not currently have a policy as to whether the role of chair and the chief executive officer should be separate. Our board of directors believes that we, and our stockholders, are best served by maintaining the flexibility to determine whether the chair and chief executive officer positions should be separated or combined at a given point in time in order to provide appropriate leadership for us at that time. If the chair is not an independent director, the nominating and corporate governance committee may designate an independent director to serve as lead director, who must be approved by the majority of the independent directors. A lead director has not been designated. However, the chair is free, as is the board of directors as a whole, to call upon any one or more directors to provide leadership in a given situation should a special need arise.
The board of directors, including each of its committees, also has full and free access to any member of our management and the authority to retain independent advisors as the board of directors or such committee deems appropriate in accordance with our corporate governance guidelines. In addition, all members of the audit committee, the compensation committee and the nominating and corporate governance committee are independent directors, and the committee chairs have authority to hold executive sessions without management and non-independent directors present.
Pursuant to the Walmart Commercial Agreement (as defined below), for so long as Walmart owns greater than five percent of our fully diluted equity interests, it will have the right to confidentially recommend to the nominating and corporate governance committee an individual for nomination to our board of directors. The individual designated by Walmart must qualify as an “independent director” under NASDAQ listing standards, Rule 10A-3 of the Exchange Act (as defined below) and other independence criteria and requirements in the Walmart Commercial Agreement. See “Certain Relationships and Related Party Transactions—Walmart” for a discussion of the Walmart Commercial Agreement.
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16 |
Corporate Governance
Additionally, pursuant to our Investment and Subscription Agreement with Walmart and subject to Walmart’s continued beneficial ownership of specified amounts of our common stock, Walmart is entitled to designate a Walmart employee of a certain seniority level to attend all meetings of our board of directors in a nonvoting observer capacity. Subject to the limitations in the Investment and Subscription Agreement, a designated Walmart employee has attended meetings of our board of directors from time to time in a nonvoting observer capacity. The Walmart Commercial Agreement will extend this right through the later of (a) the term of the Investment and Subscription Agreement and (b) the date that Walmart no longer has the right to recommend an individual for election to our board of directors pursuant to the Walmart Commercial Agreement.
As discussed further under “Certain Relationships and Related Party Transactions—Board Observer Agreements,” we entered into a series of Board Observer Agreements to permit, subject to the terms and conditions thereof, Jill Cohen, Perry Cohen and Rachel Kanter to attend and observe meetings of the board of directors in a nonvoting observer capacity. We may terminate each agreement at any time with or without cause.
Board of Directors Diversity
Although the board of directors does not have a formal policy regarding diversity and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the board of directors, the nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, background and perspectives informed by personnel and professional experience, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches. The nominating and corporate governance committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the board of directors. Nominees are not discriminated against based on race, color, religion, sex, ancestry, national origin, sexual orientation, disability or any other basis prescribed by law. The nominating and corporate governance committee assesses the effectiveness of this approach as part of its review of the board of directors’ composition as well as in the course of the board of directors’ and nominating and corporate governance committee’s self-evaluation.
As we pursue future board of directors’ recruitment efforts, our nominating and corporate governance committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the board of directors in accordance with the Criteria for Nomination as a Director attached as Attachment A to our Corporate Governance Guidelines.
Committees of the Board of Directors
Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. Each of the audit committee, compensation committee, and nominating and corporate governance committee operates under a charter that satisfies the applicable standards of the SEC and Nasdaq. Each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensation committee, and nominating and corporate governance committee is posted on the corporate governance section of our investor relations website, available at ir.symbotic.com. The information on our website is not deemed to be incorporated in, or to be part of, this proxy statement.
The table below shows membership as of January 16, 2026 for each of the standing committees of our board of directors.
Audit Committee |
|
Compensation Committee |
|
Nominating and Corporate |
Charles Kane* |
|
Todd Krasnow* |
|
Merline Saintil* |
Eric Branderiz |
|
Daniela Rus |
|
Rollin Ford |
Rollin Ford |
|
Merline Saintil |
|
Vikas Parekh |
|
|
|
|
Andrew Ross |
* Denotes committee chair
|
17 |
Corporate Governance
Audit Committee
Our audit committee is responsible for, among other things:
Our audit committee currently consists of Charles Kane, Eric Branderiz and Rollin Ford, with Charles Kane serving as chair. Mr. Branderiz replaced Mr. Parekh on the audit committee in November 2025. Rule 10A-3 of the Exchange Act and NASDAQ rules require that our audit committee be composed entirely of independent members. Our board of directors has affirmatively determined that each member of our audit committee meets the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and NASDAQ rules. Each member of our audit committee also meets the financial literacy requirements of NASDAQ listing standards. In addition, our board of directors has determined that Charles Kane qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors has adopted a written charter for the audit committee, which is available on our corporate website. The information on any of our websites is deemed not to be incorporated in this proxy statement or to be part of this proxy statement. During the fiscal year ended September 27, 2025, the audit committee met thirteen times.
All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.
Compensation Committee
Our compensation committee is responsible for, among other things:
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18 |
Corporate Governance
Our compensation committee currently consists of Todd Krasnow, Daniela Rus and Merline Saintil, with Todd Krasnow serving as chair. Our board of directors has affirmatively determined that each member of our compensation committee meets the definition of “independent director” for purposes of serving on the compensation committee under NASDAQ rules and are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act. Our board of directors has adopted a written charter for the compensation committee, which is available on our corporate website. The information on any of our websites is deemed not to be incorporated in this proxy statement or to be part of this proxy statement. During the fiscal year ended September 27, 2025, the compensation committee met five times.
The compensation committee charter grants the compensation committee sole authority to retain or obtain the advice of a compensation consultant, legal counsel or other advisor, including the authority to approve the consultant’s reasonable compensation. The compensation committee may select such advisors, or receive advice from any other advisor, only after taking into consideration all factors relevant to that person’s independence from management, including those independence factors enumerated by NASDAQ rules. Additionally, under the compensation committee charter, the compensation committee may form and delegate its authority to one or more subcommittees as it deems appropriate from time to time under the circumstances, including a subcommittee consisting of a single member and a subcommittee consisting of at least two members, each of whom qualifies as a “non-employee director,” as such term is defined from time to time in Rule 16b-3 promulgated under the Exchange Act and the regulations thereunder, as amended.
The compensation committee consults with members of our management team, including our Chief Executive Officer and our Chief Human Resources Officer, when making compensation decisions. Our Chief Executive Officer and Chief Human Resources Officer work closely with the compensation committee and provide the compensation committee with performance assessments and compensation recommendations for each executive officer (other than our Chief Executive Officer), based on each executive officer’s level of performance and corporate performance. While the compensation committee considers the recommendations of our Chief Executive Officer and Chief Human Resources Officer, the compensation committee ultimately uses its own business judgment and experience in approving, or making recommendations to the board of directors where applicable, individual compensation elements and the amount of each element for our executive officers. Our Chief Executive Officer and Chief Human Resources Officer recuse themselves from all determinations regarding their own compensation.
The compensation of our executive officers will be reviewed at least annually by our compensation committee and will be informed by the recommendations of our Chief Executive Officer and Chief Human Resources Officer. Our compensation committee will then evaluate and determine any recommended compensation adjustments or awards to our executive officers or make recommendations to the board of directors for final determination.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is responsible for, among other things:
Our nominating and corporate governance committee currently consists of Merline Saintil, Rollin Ford, Vikas Parekh, and Andrew Ross with Merline Saintil serving as chair. Mr. Ross joined this committee in November 2025. Our board of directors has affirmatively determined that each member of our nominating and corporate governance committee meets the definition of “independent director” under NASDAQ rules. Our board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our corporate website. The information on
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19 |
Corporate Governance
any of our websites is deemed not to be incorporated in this proxy statement or to be part of this proxy statement. During the fiscal year ended September 27, 2025, the nominating and corporate governance committee met three times.
Identifying and Evaluating Director Nominees
Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholders each year. Our nominating and corporate governance committee is responsible for recommending to the board the directors nominees for election at each annual meeting.
Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting.
In making such recommendations, the nominating and corporate governance committee also considers candidates proposed by stockholders. The nominating and corporate governance committee reviews and evaluates information available to it regarding candidates proposed by stockholders and applies the same criteria, and follows substantially the same process in considering them, as it does in considering other candidates.
Director Nomination Process
Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board of directors and as set forth in the Criteria for Nomination as a Director attached as Attachment A to our Corporate Governance Guidelines and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.
The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to members of the board of directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee and our board of directors. The qualifications, qualities and skills that our nominating and corporate governance committee believes must be met by a committee recommended nominee for a position on our board of directors are as follows:
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20 |
Corporate Governance
Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary or our chief executive officer at 200 Research Drive, Wilmington, MA 01887 no later than the close of business on the 120th day prior to the one-year anniversary of the date on which our proxy statement was released to stockholders in connection with the previous year’s annual meeting and should include the appropriate biographical and background material and other requirements outlined in our Criteria for Nomination as a Director. If our board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting. See “Stockholder Proposals” for a discussion of submitting stockholder proposals and nominees.
Board of Directors and Committee Meetings Attendance
The full board of directors met seven times during fiscal year 2025. During fiscal year 2025, each member of the board of directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director), and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served) except for Mr. Ross. Mr. Ross joined the Board in August 2025, and his absences related to scheduling conflicts with the 2025 Board calendar due to prior commitments.
Director Attendance at Annual Meeting
Currently, we do not maintain a formal policy regarding director attendance at the annual meeting, however directors are encouraged to attend the Annual Meeting to the extent practicable. All of our then-current directors attended the Annual Meeting.
Insider Trading Arrangements and Policies
We have
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that will apply to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code can be found at ir.symbotic.com/corporate-governance/documents-charters under the link “Code of Business Conduct and Ethics.” In addition, we intend to post on our website all disclosures that are required by law or NASDAQ listing standards concerning any amendments to, or waivers from, any provision of the code of business conduct and ethics. The information on any of our websites is deemed not to be incorporated in this proxy statement or to be part of this proxy statement.
Role of Board of Directors in Risk Oversight
Risk is inherent to every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to the implementation of our business model, our ability to compete in the markets we serve, our ability to raise financing in the future, potential cyber-attacks and intrusions and the protection of our intellectual property. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk
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21 |
Corporate Governance
oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
The role of the board of directors in overseeing the management of our risks is conducted primarily through committees of the board of directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. Our audit committee is also responsible for discussing our policies with respect to risk assessment and risk management.
Communication with Our Directors
Any interested party with concerns about us may report such concerns to the board of directors or the chair and nominating and corporate governance committee, by submitting a written communication to the attention of such director at the following address:
c/o Symbotic Inc.
200 Research Drive
Wilmington, Massachusetts 01887
You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier or other interested party.
A copy of any such written communication may also be forwarded to our legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with our legal counsel, with independent advisors, with non-management directors, or with our management, or may take other action or no action as the director determines in good faith, using reasonable judgment and applying his or her own discretion.
Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we may receive repetitive or duplicative communications.
The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. We have also established a toll-free telephone number for the reporting of such activity, which is 1-844-246-9965.
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22 |
Compensation Discussion and Analysis
Executive Summary
Fiscal Year 2025 Business Highlights
Our fiscal year 2025 results were driven by a significant increase in system deployments from fiscal year 2024. The following provides the key financial and operational highlights for fiscal year 2025.
2025 Fiscal Year Pay and Performance Snapshot
We demonstrated strong growth and execution on strategic initiatives during fiscal year 2025 - including the development and launch of our next-generation storage structure, the implementation of transformational new battery technology from Nyobolt, and the acquisition of Walmart’s Advanced Systems and Robotics business - which are reflected in our incentive pay for the year.
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24 |
Compensation Discussion and Analysis
Other Compensation Highlights
CEO Compensation
Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman or as our President and CEO for fiscal year 2025. Our CEO has chosen not to receive a base salary and does not receive any bonus payments, equity awards, or other incentive compensation.
Leadership Changes and Related Compensation
In January 2025, Dr. James Kuffner joined Symbotic as our Chief Technology Officer. Dr. Kuffner’s base salary is $800,000, and he is eligible for an annual performance bonus target of 100% of his base salary under our annual cash bonus program. Dr. Kuffner also received a sign-on cash bonus of $50,000 in recognition of acting in an advisory role from October to December of 2024. Dr. Kuffner also received an initial equity award comprised of restricted stock units and performance stock units with an aggregate target value of $18,000,000 to induce him to join us as well as an additional restricted stock unit award with a target value of $3,000,000 to make him whole for cash-based awards forfeited from his prior employer. In granting Dr. Kuffner’s awards, the Compensation Committee considered Dr. Kuffner’s more than 30 years of leadership in robotics at Toyota, Google and Carnegie Mellon’s Robotics institute, which will be instrumental to our next phase of innovative growth, and the value his experience commands in the competitive market for such talent. Dr. Kuffner possesses visionary research and development leadership, including authorship of more than 125 publications and 40 patents in 3D graphics, robotics and autonomous vehicles, and co-invented the Rapidly Exploring Random Tree algorithm for robot motion planning. Two-thirds of the initial equity award will be in the form of a restricted stock unit award that will vest over three years, with the first one-third vesting on the one-year anniversary of the grant date, and the remaining portion vesting in eight equal quarterly installments thereafter. The remaining one-third of the equity awards will be in the form of a performance stock unit award that will vest, subject to Dr. Kuffner’s continued employment with us and based on the level of achievement of applicable performance conditions, in our fiscal year 2028. The make-whole restricted stock unit award will vest over three years, with the first one-third vesting on the one-year anniversary of the grant date, and the remaining portion vesting in eight equal quarterly installments thereafter. For fiscal year 2025, Dr. Kuffner’s annual long-term incentive equity award was $6,000,000.
In August 2025, Izilda “Izzy” Martins joined Symbotic as our Chief Financial Officer. Ms. Martins’s base salary is $650,000, and she is eligible for an annual performance bonus target of 75% of her base salary under our annual cash bonus program for fiscal year 2025, and 100% of base salary for fiscal year 2026. Ms. Martins also received a sign-on cash bonus of $500,000 to compensate her for near-term cash compensation she forfeited from her prior employer, half of which was paid after one month of employment and the other half of which will be paid after one year of employment. The sign-on cash bonus is subject to repayment if Ms. Martins’s employment is terminated by us for cause (as defined in her offer letter) or by Ms. Martins without good reason (as defined in the offer letter) within two years of her start date. Ms. Martins also received an equity award comprised of restricted stock units and performance stock units with an aggregate target value of $12,000,000. The size of Ms. Martins’ award was based on her track record of strategic financial leadership and deep operational experience spanning more than 20 years, most recently as the Chief Financial Officer of Avis Budget Group, and designed to make her whole for equity awards forfeited from her prior employer as well as to induce her to join us. Two-thirds of the equity award will be in the form of restricted stock units that will vest over three years, with the first one-third vesting on the one-year anniversary of the grant date, and the remaining portion vesting in eight equal quarterly installments thereafter. The remaining one-third of the equity award will be in the form of performance stock units that will vest, subject to Ms. Martins’ continued employment with us and based on the level of achievement of applicable performance conditions, in our fiscal year 2028. Ms. Martins is also eligible to receive up to $6,000 per month for up to one year of temporary housing. For fiscal year 2026, Ms. Martin’s annual long-term incentive award is expected to be approximately $4 million.
In connection with Ms. Martins’ appointment, Ms. Hibbard, our former Chief Financial Officer, ceased serving as chief financial officer on August 8, 2025, and transitioned to the role of Senior Vice President to assist with transition matters through January 1, 2026, when her employment with us terminated. She will continue to serve as our consultant through March 31, 2026. Ms. Hibbard continued to receive her salary and benefits through January 1, 2026, and her outstanding equity awards remained outstanding and eligible to vest in accordance with their terms.
In connection with her separation, Ms. Hibbard entered into a transition agreement and executed a release of claims with us. Pursuant to the transition agreement, she will receive: (1) in accordance with the terms of her offer letter, an aggregate severance payment of $600,000, payable over 12 months, (2) continued vesting through March 31, 2026 of her
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25 |
Compensation Discussion and Analysis
restricted stock units, (3) in accordance with the terms of her offer letter, continuation of group medical insurance coverage subsidized by us through January 1, 2027 and (4) $510,000 as her annual cash incentive bonus for fiscal year 2025.
WHAT GUIDES OUR PROGRAM
The objectives of our executive compensation program are to provide a total compensation package to each NEO that enables us to attract, motivate and retain outstanding individuals, and encourage individual and collective contributions by rewarding NEOs for performance that results in the successful execution of our short- and long-term business strategies. Accordingly, our program design is underpinned by performance metrics across both short- and long-term incentives, and heavily oriented towards long-term equity awards. In fiscal year 2025, the annual grants for senior executives were made in late January 2025 and were comprised of 67% RSUs and 33% PSUs.
Our executive compensation program has three primary elements: base salary, annual cash incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy.
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26 |
Compensation Discussion and Analysis
|
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|
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Base Salary (Cash) |
10%
|
N/A |
|
Competitive rate relative to an executive’s experience, role and responsibility, as well as similar positions in the market; enables us to attract and retain critical executive talent. |
|
|
|
Short-Term Incentives (Cash) |
9%
|
Adjusted EBITDA(2)
Net Revenue
Customer Experience
Individual Performance +/-20% Modifier |
|
Reward for delivering on annual financial and strategic objectives that contribute to the creation of stockholder value. |
|
Long-Term Incentives |
PSUs 27% |
Three-Year PSUs FY25 – FY27 |
|
Provide incentives for executives to execute on longer-term financial goals that drive the creation of stockholder value and support our retention strategy. |
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(Equity)
|
|
|
|
||||
|
70% |
Cumulative Revenue (3) |
Cumulative Adjusted Free Cash Flow (4) |
|
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|
|
One-Year PSUs FY25 |
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|
|
|
|
|
|||
|
|
30% |
Revenue |
Adjusted Free Cash Flow (5)
|
|
||
|
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RSUs 55%
|
Stock Price Appreciation Generally, vests over three-year period with 1/3 cliff vesting on first anniversary of grant date and remaining vesting in eight equal quarterly installments, subject to continued employment
|
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27 |
Compensation Discussion and Analysis
Consideration of our Most Recent Say-on-Pay Vote
At our 2025 annual meeting, over 99% of votes cast voted in favor of our “Say-on-Pay” proposal. These vote results indicated strong support for our compensation program and informed our decision to maintain a consistent executive compensation design.
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
Base Salary
For fiscal year 2025, and consistent with historic practice, Mr. Cohen chose not to receive any cash or equity compensation from us for his services as our Chairman or as our President and CEO. Annual base salary rates for the NEOs as of the end of fiscal year 2025 were as follows:
Name |
Fiscal Year 2025 Base Salary |
Richard B. Cohen |
— |
Izzy Martins |
$650,000 |
Carol Hibbard |
$600,000 |
James Kuffner |
$800,000 |
Michael Dunn |
$450,000 |
Walter Odisho (1) |
$475,000 |
Short-Term Incentives
Annual cash bonuses are paid to align NEO compensation with performance for the fiscal year and are paid under our short-term incentive program (“STIP”). Target annual bonus opportunities are expressed as a percentage of base salary and were established by the NEO’s level of responsibility and their ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts.
Historically, actual payouts have depended on the achievement of pre-determined financial performance objectives and the advancement of strategic priorities established at the beginning of the fiscal year. However, the significant uncertainty our business faced at the outset of fiscal year 2025 precluded the Compensation Committee from establishing pre-determined goals at the beginning of the performance period. Instead, the Compensation Committee selected performance measures at the outset of fiscal year 2025, consistent with prior years, but used its informed judgment to evaluate performance against these measures taking into consideration the dynamic market conditions throughout fiscal year 2025 and structured discretion to ultimately determine pay outcomes for the year.
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28 |
Compensation Discussion and Analysis
Fiscal Year 2025 Performance Measures. The annual cash bonuses are designed to align executive compensation with our strategic priorities by balancing financial growth, operational efficiency, and long-term customer satisfaction. For fiscal year 2025, our performance for purposes of determining annual cash bonuses was measured using a combination of financial and non-financial metrics as follows:
Performance Metric |
Weight |
|
Rationale |
Adjusted EBITDA (1) |
50% |
|
Underscores critical focus on profitability and efficient management of operational costs, ensuring executives are rewarded for delivering sustainable earnings |
Net Revenue |
30% |
|
Reflects importance of driving top-line expansion as key measure of business momentum |
Customer Experience |
20% |
|
Highlights our commitment to fostering long-term relationships and satisfaction, which are essential for future growth and brand loyalty |
This balanced approach ensures that the NEOs are incentivized to drive both short-term financial results and long-term customer-centric strategies, aligning their goals with our overall success. The chart below shows the fiscal year 2025 performance against each measure.
Performance Metric (1) |
Weight |
Actual Result |
Funded Amount |
Adjusted EBITDA |
50% |
$148 M |
100% of Target |
Net Revenue |
30% |
$2,247 M |
|
Customer Experience |
20% |
Met expectations |
The STIP also includes an individual performance modifier that may be applied at the Compensation Committee’s discretion. The Compensation Committee may decide to adjust each NEO’s STIP payout upward or downward by applying a multiplier of plus or minus 20% against the initially-calculated payout based on the financial and non-financial results. A multiplier of 100% is equivalent to no adjustment to the initially-calculated payout. For fiscal year 2025, the Compensation Committee determined individual performance modifications as reflected in the table below.
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29 |
Compensation Discussion and Analysis
Fiscal Year 2025 Annual Cash Bonus Payouts. Based on the performance results outlined above, the following table lists the actual bonuses paid to each of the NEOs for fiscal year 2025 (and paid in fiscal year 2026):
Name |
Bonus Target Salary) |
Bonus Target |
Actual Award Payout |
Actual Award Target) |
Richard B. Cohen (1) |
— |
— |
— |
— |
Izzy Martins (2) |
75% |
$650,000 |
$487,500 |
100% |
Carol Hibbard |
85% |
$510,000 |
$510,000 |
100% |
James Kuffner (3) |
100% |
$628,462 |
$565,616 |
90% |
Michael Dunn |
100% |
$450,000 |
$405,000 |
90% |
Walter Odisho (4) |
60% |
$280,961 |
$309,058 |
110% |
Long-Term Equity Incentives
Long-term equity incentives are designed to recognize the performance of our executives who drive the development and execution of our long-term business strategies and goals. These awards are designed to further align executives’ interests with those of our stockholders, reward executives for stockholder value creation, maintain the competitiveness of our total compensation packages, foster executive stock ownership, and promote retention. We grant long-term incentive awards in the form of equity pursuant to the 2022 Omnibus Incentive Compensation Plan (“Plan”). For fiscal year 2025, the equity awards granted were delivered in two forms, as described below:
PSUs |
Vest on date Compensation Committee determines performance-vesting conditions of PSUs are met, subject to continued employment. |
RSUs |
Vest over three-year period, with one-third cliff vesting on first anniversary of grant date and remaining portion vesting over next two years in eight equal quarterly installments, subject to continued employment. |
In fiscal year 2025, the annual equity grants were made to our NEOs in January 2025 (except for Ms. Martins and Dr. Kuffner) and were a mix of 33% PSUs and 67% RSUs. Dr. Kuffner’s fiscal year 2025 award included one-time, new hire (approximately $3,000,000) compensation to induce him to join us as our Chief Technology Officer and make him whole for compensation forfeited from his prior employer. In establishing Dr. Kuffner’s award, the Compensation Committee considered Dr. Kuffner’s extensive experience, expected contributions to our next phase of innovative growth, and the value his experience commands in the competitive market for such talent.
In lieu of an annual equity award, Ms. Martins received a one-time, new-hire award in July 2025 upon her appointment as our Chief Financial Officer. The size of Ms. Martins’ award was designed to make her whole for equity awards forfeited from her prior employer approximating $4.7 million, as well as to induce her to join us. Her award was granted using a mix of 33% PSUs and 67% RSUs and is subject to the same performance and vesting conditions as the fiscal year 2025 PSUs and RSUs granted to our other NEOs. See “Leadership Changes and Related Compensation” above for additional information regarding Ms. Martins’ and Dr. Kuffner’s new hire compensation.
Target Long-Term Equity Incentive Award Grants
The actual number of PSUs and RSUs granted in fiscal year 2025 was determined considering the factors outlined in “Executive Compensation Decision-Making Process” below and calculated by dividing the target award value by the
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30 |
Compensation Discussion and Analysis
20-trading day average of our closing stock price ending on the day prior to the date of grant. The table below shows the target PSUs and RSUs awarded for fiscal year 2025 for each of the NEOs:
Name |
Target Award Value ($) (2) |
PSUs (at Target) |
RSUs (1) |
# of Units |
# of Units |
||
Richard B. Cohen (3) |
— |
— |
— |
Izzy Martins (4) |
12,000,000 |
88,710 |
177,421 |
Carol Hibbard |
4,000,000 |
50,278 |
100,554 |
James Kuffner (5) |
27,000,000 |
291,892 |
692,025 |
Michael Dunn (6) |
6,800,000 |
81,490 |
162,984 |
Walter Odisho |
3,500,000 |
43,992 |
87,986 |
PSU Performance Metrics
For fiscal years 2023, 2024 and 2025, the performance goals for the PSUs were based on the achievement of Revenue and Adjusted Free Cash Flow targets. We use Revenue and Adjusted Free Cash Flow because they are key indicators of our ability to drive sustainable growth and effectively manage cash generation. Revenue reflects our capacity to expand market share and increase top-line performance, while Adjusted Free Cash Flow ensures we are focused on operational efficiency and generating sufficient cash to support strategic initiatives, reduce debt, and return value to stockholders. These metrics align with our commitment to delivering long-term stockholder value by balancing growth with financial discipline. PSUs are also designed to balance long-term value creation with an immediate focus on delivering key financial results, ensuring alignment with both near-term objectives and our sustained growth strategy as follows:
PSU Weight |
Performance Metrics |
Weight |
Performance Period |
Award Payout |
|
Cumulative Revenue (1)
|
|
FY25 – FY27 |
Any awards earned will vest after end of three-year period |
Cumulative Adjusted Free Cash Flow (2)
|
|
|||
|
Revenue |
|
FY25 |
Any awards earned will vest on third anniversary of grant date |
Adjusted Free Cash Flow (3) |
|
|
31 |
Compensation Discussion and Analysis
PSUs Earned for Fiscal Year 2025
Based on the results, the Compensation Committee determined that 92% of the target PSUs for the fiscal year 2025 portion of the 2025-2027 award (weighted 30%) were earned for the performance cycle. These PSUs will vest as settled in shares of our common stock on the third anniversary of the grant date. The chart below shows the performance goals set for Revenue and Adjusted Free Cash Flow, as well as actual results.
|
2025-2027 PSUs(1) |
|
|
||
Performance Metric |
Threshold 50% |
Target 100% |
Maximum 150% |
Payout Level % (2) |
Funded Amount |
|
|
|
|
||
Revenue (50% weight)
|
|
123% |
|
||
|
|
|
92% |
||
|
|
|
|||
Adjusted Free Cash Flow(3) (50% weight) |
|
62% |
|
||
|
|
|
|
||
As a result, the NEOs earned the following PSUs for the fiscal year 2025 portion of the 2025-2027 fiscal years PSU award:
Name |
30% of Target PSUs Granted |
Actual PSUs Earned (2) |
Richard B. Cohen (1) |
— |
— |
Izzy Martins |
26,613 |
24,604 |
Carol Hibbard |
15,083 |
13,944 |
James Kuffner |
87,568 |
80,959 |
Michael Dunn |
24,447 |
22,599 |
Walter Odisho |
13,198 |
12,200 |
|
32 |
Compensation Discussion and Analysis
the travel and excludes fixed or annual membership fees that are not attributable to any particular flight. Flight-specific costs include flight hours charged, fuel surcharges, federal excise taxes and any carbon emission offset charges tied to the flight.
COMPENSATION DETERMINATION PROCESS, GOVERNANCE, POLICIES AND ARRANGEMENTS
Compensation Practices and Policies
The following practices and policies within our program promote sound compensation governance and are in the best interests of our stockholders and executives:
|
What We Do |
|
|
What We Don’t Do |
|
Emphasize variable pay over fixed pay, with significant portion of pay outcomes tied to our financial results and stock performance |
|
|
No gross ups for section 280G-related excise taxes |
|
Conduct an annual review of peer group used for executive compensation comparisons |
|
|
No hedging or pledging of our stock |
|
Maintain clawback policy |
|
|
No pension or supplemental executive retirement plans |
|
Provide for “double-trigger” equity award vesting and severance benefits upon change in control |
|
|
No incentive programs that create risks reasonably likely to have material adverse impact on us |
|
Use independent compensation consultant |
|
|
|
Executive Compensation Decision-Making Process
The Role of the Board and the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent compensation consultant and management to examine the effectiveness of our executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at www.symbotic.com by selecting “Investors” and then “Corporate Governance.” The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Compensation Committee. As noted above, our CEO has chosen not to receive a base salary and does not receive any bonus payments, equity awards, or other incentive compensation.
The Role of Management. Members of our management team regularly attend Compensation Committee meetings where executive compensation, individual and Symbotic performance, and competitive compensation practices are evaluated. While the management team provides valuable insights and transparency into these discussions, only Compensation Committee members hold voting power over decisions regarding NEO compensation.
The Role of the CEO. The CEO provides his recommendations on the compensation of other NEOs to the Compensation Committee, ensuring management input and oversight. However, all decisions regarding NEO compensation are made by the Compensation Committee. Although Mr. Cohen did not receive in fiscal year 2025 any compensation for his services as our Chairman, CEO and President, the CEO would excluded from any discussions about his own compensation, ensuring complete independence. Final determinations regarding the CEO’s compensation would be made solely by the independent members of the Board, ensuring complete independence.
The Role of the Independent Compensation Consultant. The Compensation Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to the authority granted to it under its charter, the Compensation Committee
|
34 |
Compensation Discussion and Analysis
hired Pearl Meyer & Partners, LLC, or Pearl Meyer, as its independent compensation consultant with respect to our fiscal year 2025 compensation program. Pearl Meyer reported directly to the Compensation Committee. For guidance with respect to our fiscal year 2026 compensation program, the Compensation Committee retained Compensia, Inc. as its independent compensation consultant. The Compensation Committee conducted an independence assessment of Pearl Meyer and Compensia in accordance with SEC rules.
Factors Considered in Setting NEO Pay.
In making decisions about the compensation of our NEOs, the Compensation Committee takes a well-rounded approach that considers a number of factors, which may include:
These factors provide a framework for decision-making regarding compensation opportunities for each NEO. No single factor is determinative in the Compensation Committee’s decision-making or weighted in any pre-determined manner. Ultimately, the Compensation Committee uses its business judgment and knowledge of us to determine compensation necessary to recruit, retain and reward talent within the competitive market.
The Role of Peer Group Companies. As noted above, the Compensation Committee considers competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies as a factor in its decision-making. For purposes of setting fiscal year 2025 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Compensation Committee considered publicly-available data for a group of peer companies, the 2025 Compensation Peer Group, listed below along with industry specific survey data, where appropriate.
|
35 |
Compensation Discussion and Analysis
2025 Compensation Peer Group (1)
Clawback Policy
We have adopted the Policy Regarding the Recovery of Erroneously Awarded Incentive-Based Compensation, or the Clawback Policy, to provide for the recovery or “clawback” of excess incentive-based compensation earned by current or former executive officers, effective as of December 1, 2023.
Under the Clawback Policy, we will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period. With certain exceptions as set forth in the Clawback Policy, we will also recover erroneously awarded incentive-based compensation in compliance with the Clawback Policy.
Policy on Trading, Pledging and Hedging of Our Stock
Certain transactions in our securities (such as short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus
|
36 |
Compensation Discussion and Analysis
creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in our securities. Our Insider Trading Policy expressly prohibits the following types of transactions in our stock by our executive officers, directors and employees: short sales; transactions in puts, calls or other derivative securities involving our stock (although the policy does not prohibit exercising any employee stock option or stock appreciation right which may be issued by us from time to time); hedging or monetization arrangements relating to our stock; purchasing our stock on margin; and entering into margin loans or other transactions involving the pledging of our stock.
Timing of Equity Awards
In response to Item 402(x)(1) of Regulation S-K, we do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly,
Severance and Change-in-Control Agreements
We entered into the arrangements disclosed below in order to encourage our NEOs’ full attention and dedication to us in the event of our change-in-control, and to provide our NEOs with reasonable compensation and benefits in the event of a change-in-control and a subsequent loss of employment.
All equity awards granted have “double trigger” requirements before vesting upon a change-in-control. See “Executive Compensation Tables – Potential Payments upon a Termination or Change-in-Control” below for descriptions of the severance and change-in-control benefits each NEO would have been eligible to receive if a termination had occurred upon September 27, 2025.
Employment Agreements and Other Individual Arrangements
Izilda Martins. As discussed above in the section entitled “—Other Compensation Highlights—Leadership Changes and Related Compensation,” Ms. Martins executed an offer letter dated June 5, 2025 with Symbotic LLC. If Ms. Martins’s employment with us is terminated by us without Cause or by Ms. Martins for Good Reason, subject to Ms. Martins’s execution and non-revocation of a general release, confidentiality, non-disparagement and non-competition agreement with us, we will provide her with (i) medical benefits continuation for a period of twelve months (either through premium reimbursement or continuation of benefits at the Company’s discretion) ending on the earlier of twelve months from her termination date or the date she becomes eligible to receive health benefits from a subsequent employer and (ii) twelve months of cash severance at Ms. Martins’s then-current annual base salary.
James Kuffner. Pursuant to an offer letter dated June 10, 2024 and an addendum thereto dated October 1, 2024, Dr. Kuffner serves as our Chief Technology Officer (collectively, “Kuffner Letter”). If Dr. Kuffner’s employment with us is either terminated by us other than for Cause (defined in the Kuffner Letter) or by Dr. Kuffner for Good Reason (defined in the Kuffner Letter), subject to Dr. Kuffner’s execution and non-revocation of a general release, confidentiality, non-disparagement and non-competition agreement with us, we will provide him with (i) medical benefits continuation (either through premium reimbursement or continuation of benefits at our discretion) ending on the earlier of twelve months from his termination date or the date he becomes eligible to receive health benefits from a subsequent employer and (ii) twelve months of cash severance at Dr. Kuffner’s then-current annual base salary.
Michael Dunn. Mr. Dunn executed an offer letter dated April 21, 2017 with Symbotic LLC. If Mr. Dunn’s employment with us is terminated without cause, subject to Mr. Dunn’s execution of a general release, we will provide him with (i) medical benefits continuation and (ii) base salary continuation for a period ending upon the earlier of 12 months from the date of termination or the date he commences employment for remuneration. If Mr. Dunn’s employment with us is terminated without cause, subject to Mr. Dunn’s execution of a general release, we will provide him with (i) medical benefits continuation, (ii) base salary continuation for a period ending upon the earlier of 12 months from the date of termination or the date he commences employment for remuneration and (iii) a pro-rata portion of his incentive bonus for the fiscal year in which he was terminated.
|
37 |
Compensation Discussion and Analysis
Walter Odisho. Mr. Odisho executed an offer letter dated January 13, 2023 that sets forth the terms of Mr. Odisho’s employment, including his initial base salary and eligibility to participate in our incentive plan. Mr. Odisho currently serves as our chief manufacturing and supply chain officer. He was granted restricted stock units in April 2023 valued at $5,000,000, which vests over three years with the first one-third vesting on the one-year anniversary of the grant date, and the remaining portion vesting in eight equal quarterly installments thereafter. Mr. Odisho is eligible to participate in our benefit programs and is subject to a non-compete agreement.
Carol Hibbard. On June 9, 2025, we announced the planned separation of Ms. Hibbard and entered into a transition agreement with Ms. Hibbard dated June 9, 2025 (the “Transition Agreement”). Pursuant to the Transition Agreement, Ms. Hibbard served as our Chief Financial Officer, Treasurer and principal financial officer until August 8, 2025, after which she served as our Senior Vice President to assist with transition matters through January 1, 2026 (the “Separation Date”), when her employment with us terminated. Ms. Hibbard continued to receive her salary and benefits during this period.
After the Separation Date, Ms. Hibbard will serve as our consultant through March 31, 2026. On the Separation Date, she executed a release of claims. In accordance with her offer letter, she will receive: (a) aggregate severance payments of $600,000, payable over 12 months, (b) continuation of group medical insurance coverage subsidized by us for a period of 12 months, and (c) continued vesting of her restricted stock units through March 31, 2026. She also received $510,000 multiplied by our bonus achievement percentage applicable to our executive leadership team for fiscal year 2025 as her annual cash incentive bonus for fiscal year 2025. Under the Transition Agreement, Ms. Hibbard will be subject to continued compliance with confidentiality, non-solicitation and non-disparagement covenants and a non-compete provision for a period of one year after the Separation Date.
Impact of Tax and Accounting
We regularly consider the various tax and accounting implications of our compensation plans. When determining the value of long-term incentives and equity grants to executives and employees, the compensation costs associated with the grants are reviewed, as required by ASC Topic 718.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2025, the following directors served as members of our Compensation Committee: Todd Krasnow (Chair), Merline Saintill and Daniela Rus. No member of the Compensation Committee was our officer or employee or of any of our subsidiaries during fiscal year 2025 and no member of our Compensation Committee was formerly an officer of any of our subsidiaries or was a party to any disclosable related party transaction involving us. During fiscal year 2025, none of our executive officers served on the board of directors or on the compensation committee of any other entity that has or had executive officers serving as a member of our Compensation Committee.
Report of the Compensation Committee of the Board of Directors
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis, or CD&A, contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement and incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025.
Members of the Compensation Committee
Todd Krasnow, Chair
Merline Saintill
Daniela Rus
The Compensation Committee Report does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that the Company specifically incorporates the Compensation Committee Report by reference therein.
|
38 |
Compensation Discussion and Analysis
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table sets forth information regarding compensation awarded to, earned by, or paid to our NEOs during the fiscal years ended September 27, 2025, September 28, 2024, and September 30, 2023. Mr. Cohen did not receive any additional compensation for services provided as a director in fiscal year 2025.
Name and Principal Position |
Year |
Salary |
Bonus |
Stock |
Non-Equity |
All Other |
Total |
Richard B. Cohen Chief Executive Officer |
2025 |
- |
- |
- |
- |
- |
- |
2024 |
- |
- |
- |
- |
- |
- |
|
2023 |
- |
- |
- |
- |
- |
- |
|
Izzy Martins Chief Financial Officer |
2025 |
147,500 |
737,500 |
14,392,364 |
- |
22,127 |
15,299,492 |
|
|
|
|
|
|
|
|
Carol Hibbard Former Chief Financial Officer |
2025 |
600,000 |
660,000 |
5,241,415 |
- |
48,625 |
6,550,040 |
2024 |
553,846 |
150,000 |
10,449,774 |
242,446 |
93,522 |
11,489,588 |
|
James Kuffner Chief Technology Officer |
2025 |
578,462 |
615,616 |
34,673,453 |
- |
1,091,505 |
36,959,036 |
|
|
|
|
|
|
|
|
Michael Dunn Chief Customer Officer |
2025 |
450,000 |
405,000 |
7,432,328 |
- |
110,627 |
8,397,956 |
|
|
|
|
|
|
|
|
Walter Odisho (5) Chief Manufacturing & Supply Chain Officer |
2025 |
468,269 |
309,058 |
4,586,233 |
- |
12,830 |
5,376,390 |
2024 |
441,346 |
150,000 |
1,978,523 |
163,823 |
15,441 |
2,749,133 |
|
|
2023 |
253,846 |
500,000 |
5,462,830 |
- |
- |
6,216,676 |
|
|
|
|
|
|
|
|
NEO |
PSU Award Value at Maximum ($) |
Richard B. Cohen |
0 |
Izzy Martins |
7,196,155 |
Carol Hibbard |
2,809,283 |
James Kuffner |
16,309,466 |
Michael Dunn |
4,553,254 |
Walter Odisho |
2,458,053 |
|
39 |
Compensation Discussion and Analysis
For Ms. Hibbard, consists of $25,000 in relocation benefits, $14,000 in 401(k) plan employer contributions, $7,561 in financial planning benefits and $2,064 in group life insurance.
For Dr. Kuffner, consists of $1,023,781 in incremental cost to us of providing non-commercial air travel through third-party aviation providers (as defined above under “Personal Use of Aircraft”), $30,627 in executive housing, $8,615 in 401(k) plan employer contributions and $1,104 in group life insurance.
For Mr. Dunn, consists of $38,000 in executive housing, $56,773 in incremental cost to us of providing non-commercial air travel through third-party aviation providers (as defined above under “Personal Use of Aircraft”), $14,000 in 401(k) plan employer contributions, $740 in Health Savings Account employer contributions, and $1,104 in group life insurance.
For Mr. Odisho, consists of $9,662 in 401(k) plan employer contributions and $3,168 in group life insurance.
Fiscal Year 2025 Grants of Plan-Based Awards
The following table sets forth certain information with respect to all plan-based awards granted to our NEOs for the fiscal year ended September 27, 2025.
|
Grant date |
Approval Date (1) |
Estimated future payouts under equity incentive plan awards |
All other stock awards: Number of shares of stock or units |
Grant date fair value of stock and option awards (2) |
||
Threshold |
Target |
Maximum |
|
|
|||
Richard B. Cohen (3) |
|
|
|
|
|
|
|
Izzy Martins (5) |
|
|
|
|
|
|
|
|
7/23/2025 |
5/9/2025 |
44,355 |
88,710 |
133,065 |
|
$4,797,437 |
|
7/23/2025 |
5/9/2025 |
|
|
|
177,421 |
$9,594,928 |
Carol Hibbard |
|
|
|
|
|
|
|
|
1/23/2025 |
12/27/2024 |
25,139 |
50,278 |
75,417 |
|
$1,872,856 |
|
1/23/2025 |
12/27/2024 |
|
|
|
100,554 |
$3,368,559 |
James Kuffner (4) |
|
|
|
|
|
|
|
|
1/23/2025 |
12/27/2024 |
122,551 |
245,102 |
367,653 |
|
$9,130,050 |
|
1/23/2025 |
12/27/2024 |
|
|
|
575,048 |
$19,264,108 |
|
11/23/2024 |
11/12/2024 |
23,395 |
46,790 |
70,185 |
|
$1,742,928 |
|
11/23/2024 |
11/12/2024 |
|
|
|
116,977 |
$4,536,368 |
Michael Dunn (4) |
|
|
|
|
|
|
|
|
2/23/2025 |
1/29/2025 |
29,433 |
58,866 |
88,299 |
|
$2,192,759 |
|
2/23/2025 |
1/29/2025 |
|
|
|
117,734 |
$2,880,951 |
|
1/23/2025 |
12/27/2024 |
11,312 |
22,624 |
33,936 |
|
$842,744 |
|
1/23/2025 |
12/27/2024 |
|
|
|
45,250 |
$1,515,875 |
Walter Odisho (4) |
|
|
|
|
|
|
|
|
1/23/2025 |
12/27/2024 |
21,996 |
43,992 |
65,988 |
|
$1,638,702 |
|
1/23/2025 |
12/27/2024 |
|
|
|
87,986 |
$2,947,531 |
|
40 |
Compensation Discussion and Analysis
Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year End
The following table provides information regarding outstanding equity awards held by our NEOs as of September 27, 2025.
Name |
Date of Grant |
Number of Shares or Units of Stock That Have Not Vested (#) (1) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (2) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) |
Richard B. Cohen(3) |
-- |
-- |
-- |
-- |
-- |
Izzy Martins |
7/23/2025 (4) |
|
|
88,710 |
4,625,339 |
|
7/23/2025 |
177,421 |
9,250,731 |
|
|
James Kuffner |
11/23/2024 |
116,977 |
6,099,181 |
|
|
|
11/23/2024 (4) |
|
|
46,790 |
2,439,631 |
|
1/23/2025 (4) |
|
|
245,102 |
12,779,618 |
|
1/23/2025 |
575,048 |
29,983,003 |
|
|
Michael Dunn |
8/17/2022 |
10,998 |
573,436 |
|
|
|
1/23/2023 |
8,826 |
460,188 |
|
|
|
1/23/2023 (6) |
|
|
13,238 |
690,229 |
|
1/23/2024 |
7,125 |
371,498 |
|
|
|
1/23/2024 (5) |
|
|
3,562 |
185,723 |
|
1/23/2025 (4) |
|
|
22,624 |
1,179,615 |
|
1/23/2025 |
45,250 |
2,359,335 |
|
|
|
2/23/2025 |
117,734 |
6,138,651 |
|
|
|
2/23/2025 (4) |
|
|
58,866 |
3,069,273 |
Walter Odisho |
2/6/2023 |
87,663 |
4,570,749 |
|
|
|
1/23/2024 |
14,250 |
742,995 |
|
|
|
1/23/2024 (5) |
|
|
7,124 |
371,445 |
|
1/23/2025 (4) |
|
|
43,992 |
2,293,743 |
|
1/23/2025 |
87,986 |
4,587,590 |
|
|
Carol Hibbard |
11/3/2023 |
71,265 |
3,715,757 |
|
|
|
11/3/2023 (5) |
|
|
85,514 |
4,458,700 |
|
1/23/2025 (4) |
|
|
50,278 |
2,621,495 |
|
1/23/2025 |
100,554 |
5,242,886 |
|
|
|
41 |
Compensation Discussion and Analysis
Fiscal Year 2025 Stock Vested
The following table presents, for each of our NEOs, the shares of our common stock that were acquired upon the vesting of RSUs and the related value realized during the fiscal year ended September 27, 2025.
|
Stock Awards |
|
Name |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) (1) |
Richard B. Cohen (2) |
|
|
Izzy Martins (3) |
|
|
James Kuffner (3) |
|
|
Michael Dunn |
62,105 |
1,812,251 |
Walter Odisho |
131,130 |
4,501,541 |
Carol Hibbard |
99,762 |
3,090,935 |
Potential Payments Upon a Termination or a Change in Control
The severance and change-in-control benefits for our NEOs are provided under individual offer letters, if applicable, and in individual equity award agreements. All equity awards granted have “double trigger” requirements before vesting upon a change-in-control. For a description of the severance benefits for our NEOs pursuant to individual offer letters, see “Employment Agreements and Other Individual Arrangements” above.
RSU Treatment on Death, Disability or Retirement: Upon a termination of employment due to death, disability or retirement, any RSUs with a vesting date that is within one year after the date of termination will vest.
RSU Treatment on a Qualifying Termination in Connection with a Change of Control: Upon a termination of employment without Cause or for Good Reason (in each case, as defined in the award agreement) on or within one year following a Change of Control (as defined in the award agreement), the RSUs will vest in full.
PSU Treatment on Death, Disability or Retirement: Upon a termination of employment due to death, disability or retirement, a prorated portion of the PSUs will remain eligible to vest on the vesting date to the extent that the performance targets for the performance metrics are achieved at the end of the performance period, with the proration calculated based on the number of days from and including the first day of the performance period through the date of termination, divided by the number of days from and including the first day of the performance period through the end of the performance period.
PSU Treatment on Termination in Connection with a Change of Control: Upon a termination of employment without Cause or for Good Reason, on or within one year following a Change of Control, the PSUs will vest in full.
|
42 |
Compensation Discussion and Analysis
The following table presents information concerning estimated payments and benefits that would be provided pursuant to the arrangements described above. The estimated payments and benefits set forth below assume that the termination of employment or change-in-control event occurred on September 27, 2025, and a per share value of our common stock of $52.14, which is the closing market price per share of our Class A common stock on the last business day of fiscal year 2025, September 26, 2025. Actual payments and benefits could be different if such events were to occur on any other date or at any other price, or if any other assumptions are used to estimate potential payments and benefits.
Name |
Termination Without Cause or for Good Reason Not in Connection with a Change in Control |
|
Termination Without Cause or for Good Reason in Connection |
|||
Cash Severance |
Healthcare Benefits (1) |
Equity |
Cash Severance |
Healthcare Benefits (1) |
Equity Acceleration |
|
Richard B. Cohen |
- |
- |
- |
- |
- |
- |
Izzy Martins |
650,000 |
22,205 |
- |
650,000 |
22,205 |
13,876,070 |
James Kuffner |
800,000 |
22,695 |
- |
800,000 |
22,695 |
51,301,432 |
Michael Dunn |
900,000 |
18,940 |
- |
900,000 |
18,940 |
15,903,899 |
Walter Odisho |
- |
- |
- |
- |
- |
12,937,967 |
Carol Hibbard (2) |
1,110,000 |
22,695 |
2,490,571 |
- |
- |
- |
CEO Pay Ratio
For the fiscal year ended September 27, 2025, we identified the median employee from among all of our employees and our consolidated subsidiaries, excluding the CEO, as of September 15, 2025, which was within the last three months of the fiscal year. We also excluded non-U.S. employees who represented approximately 2.2% of our total employee population as of the measurement date pursuant to the de minimis exemption under Item 402(u)(4)(ii) of Regulation S-K. Excluded employees were located in Canada (43 employees excluded) and the United Kingdom (2 employees excluded). As of September 15, 2025, using the methodology required by the SEC rules, we had 1,999 employees in the U.S. and 45 employees in other countries, for a total of 2,044 employees globally factored into the sample before the country exclusions listed above.
In identifying the median employee, we used total cash compensation as reflected in payroll records for employees included in the calculation. Total cash compensation includes fiscal year base salary, overtime and bonus. This compensation measure was selected because it is a consistently applied measure that is readily determinable from our payroll records. We did not annualize compensation for permanent employees hired during the fiscal year for purposes of identifying the median employee. Once the median employee was identified, we calculated the median employee’s annual total compensation for the fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K.
For fiscal year 2025, the annual total compensation of the median employee was $113,598, and the annual total compensation of the CEO was $0. The annual total compensation of the CEO was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K and is the same amount reported for the CEO in the Summary Compensation Table for the fiscal year.
Based on the foregoing, the ratio of the CEO’s annual total compensation to the median employee’s annual total compensation is 0.
|
43 |
Compensation Discussion and Analysis
Pay Versus Performance Disclosure
This section should be read in conjunction with the Compensation Discussion and Analysis in this proxy statement, which includes additional discussion of the objectives of our executive compensation programs and how they are aligned with our financial and operational performance.
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, or CAP, to our principal executive officer, or PEO, former PEO, and non-PEO NEOs, as defined by SEC rules, and certain of our financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis section of this proxy statement.
Pay Versus Performance Table
The following table provides the information required for our PEO, former PEO, and non-PEO NEOs for each of the covered fiscal years ended September 27, 2025, September 28, 2024, September 30, 2023, and September 24, 2022, along with the financial information required to be disclosed for each fiscal year.
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Year-end value of $100 invested on September 25, 2021 in: |
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Fiscal Year (1)(2)(3) |
Summary Compensation Table Total for PEO |
Compensation Actually Paid to PEO |
Summary Compensation Table Total for Former PEO |
Compensation Actually Paid to Former PEO |
Average Summary Compensation Table Total for non-PEO NEOs ($) |
Average Compensation Actually Paid to non-PEO NEOs ($)(4) |
SYM Total Shareholder Return |
Peer Group Total Shareholder Return ($)(5) |
Net Income ($M) |
Revenue ($M)(6) |
2025 |
$ |
$ |
( |
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2024 |
( |
( |
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2023 |
( |
( |
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2022 |
( |
|||||||||
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2025 |
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2024 |
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2023 |
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2022 |
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PEO |
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PEO |
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PEO |
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Former PEO |
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PEO |
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Former PEO |
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($) |
($) |
($) |
($) |
($) |
($) |
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Summary Compensation Table Total |
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Adjustments for Equity Awards: |
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(Subtraction): Value of “Stock Awards” reported in Summary Compensation Table |
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- |
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Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end |
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44 |
Compensation Discussion and Analysis
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2025 |
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2024 |
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2023 |
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2022 |
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PEO |
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PEO |
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PEO |
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Former PEO |
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PEO |
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Former PEO |
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($) |
($) |
($) |
($) |
($) |
($) |
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Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end |
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Addition: Fair value at vest of awards granted and vested during the covered fiscal year |
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Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied at the end of or during the covered fiscal year |
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(Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year |
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- |
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Compensation Actually Paid (as calculated) |
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- |
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2025 |
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2024 |
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2023 |
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2022 |
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Average of Other non-PEO NEOs |
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Average of Other non-PEO NEOs |
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Average of Other non-PEO NEOs |
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Average of Other non-PEO NEOs |
($) |
($) |
($) |
($) |
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Summary Compensation Table Total |
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$ |
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Adjustments for Equity Awards: |
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(Subtraction): Value of “Stock Awards” reported in Summary Compensation Table |
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- |
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- |
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- |
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- |
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end |
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Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end |
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- |
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Addition: Fair value at vest of awards granted |
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45 |
Compensation Discussion and Analysis
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2025 |
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2024 |
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2023 |
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2022 |
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Average of Other non-PEO NEOs |
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Average of Other non-PEO NEOs |
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Average of Other non-PEO NEOs |
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Average of Other non-PEO NEOs |
($) |
($) |
($) |
($) |
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and vested during the covered fiscal year |
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Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied at the end of or during the covered fiscal year |
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(Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year |
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- |
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- |
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Compensation Actually Paid (as calculated) |
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- |
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CAP does not correlate to total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion and Analysis section of this proxy statement. Instead, it is nuanced calculation that includes increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in prior fiscal year, in accordance with Item 402(v) of Regulation S-K. Given a significant amount of CAP is dependent on our stock price at a specific point in time, it is important to note that value could have been drastically different if other measurement dates were chosen. The amount of compensation actually realized may, in fact, be different from amounts disclosed in the Pay Versus Performance Table.
Tabular List of Important Performance Measures
As described in greater detail in the Compensation Discussion and Analysis section of this proxy statement, our executive compensation program reflects a pay-for-performance philosophy. We utilize metrics for our short- and long-term incentive compensation programs based on an objective of driving profitable growth and effectively managing cash generation to increase shareholder value. Listed below are the financial performance measures which, in our assessment, represent the most important performance measures we used to link CAP to our NEOs to our performance in fiscal year 2025. Of these measures, we have identified
* Adjusted EBITDA and Adjusted Free Cash Flow are not prepared in accordance with GAAP. “Adjusted EBITDA” is defined and reconciled in our 10-K. “Adjusted Free Cash Flow” is defined as “Adjusted EBITDA” less purchases of property and equipment and capitalization of internal use software development costs.
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46 |
Compensation Discussion and Analysis
Pay Versus Performance: Graphical Description
The illustrations below provide a graphical description of CAP (as calculated in accordance with SEC rules) and the following measures:
As previously discussed, our PEO, Mr. Cohen, did not receive any compensation in any of the covered fiscal years. His CAP value of $0 in each covered fiscal year has been omitted from the following charts for ease of readability.
CAP and Our Cumulative TSR / Cumulative TSR of the Peer Group
CAP and Our Net Income
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47 |
Compensation Discussion and Analysis
CAP and Our Revenue
Equity Compensation Plan Information
The following table sets forth information regarding our equity compensation plans as of September 27, 2025.
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(a) |
(b) |
(c) |
Number of Securities to be |
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans |
|
Equity compensation plans approved by stockholders (1) |
12,575,758 (2) |
- |
53,087,821(3)(4) |
Equity compensation plans not approved by stockholders |
- |
- |
- |
Total |
12,575,758 |
- |
53,087,821 |
|
48 |
Director Compensation
DIRECTOR COMPENSATION
Director Compensation
The following table presents the total compensation for each person who served as a non-employee member of our Board during the fiscal year ended September 27, 2025. Our Board has adopted a non-employee director compensation program that entitles our non-employee directors to a cash retainer for service on our Board and for service on each committee on which the director is a member. Such fees are payable in arrears in four equal quarterly installments on our last regularly scheduled payday of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board. The fees payable to non-employee directors for service on our Board and for service on each committee of our Board on which the director is a member were as follows for the fiscal year ended September 27, 2025:
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Member Annual Fee FY 2025 ($) |
Chair Annual Fee FY 2025 ($) |
Board of Directors |
50,000 |
130,000 |
Audit Committee |
10,000 |
25,000 |
Compensation Committee |
7,500 |
20,000 |
Nominating and Corporate Governance Committee |
5,000 |
10,000 |
Our non-employee director compensation program entitles each director to an annual grant of RSUs to be granted on the date of our annual meeting in conjunction with his or her election or reelection to our Board. In fiscal year 2025, the annual grant had a grant date fair value equal to $265,000. Each grant will vest upon the earlier of one year from the grant date, the next annual meeting or a change in control, subject to the director’s continued service through the applicable vesting date.
Upon a director’s initial appointment or election to our Board, the director will receive two RSU grants: (1) the annual grant described above, which vests upon the earlier of one year from the grant date, the next annual meeting or a change in control, with a grant date fair value equal to $265,000 and (2) an initial director grant with a grant date fair value equal to $400,000 that will vest in three equal installments on each of the first three anniversaries of the grant date.
We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee of our Board on which the director serves.
Other than as described above and as set forth in the table, we did not pay any cash compensation, grant any equity awards or non-equity awards to or pay any other form of compensation to any of the non-employee members of our Board for their services in fiscal year 2025 as our directors.
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Fees Earned |
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Stock |
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or Paid in Cash |
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Awards |
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Total |
Name |
|
($) |
|
($)(1)(2) |
|
($) |
Richard B. Cohen |
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— |
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— |
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— |
Eric Branderiz |
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14,396 |
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823,515 |
|
837,911 |
Rollin Ford |
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65,000 |
|
227,176 |
|
292,176 |
Charles Kane |
|
75,000 |
|
227,176 |
|
302,176 |
Todd Krasnow |
|
70,000 |
|
227,176 |
|
297,176 |
Vikas Parekh(3) |
|
— |
|
— |
|
— |
Andrew Ross |
|
4,808 |
|
614,704 |
|
619,512 |
Daniela Rus |
|
67,500 |
|
227,176 |
|
294,676 |
Merline Saintil |
|
67,500 |
|
227,176 |
|
294,676 |
|
49 |
Director Compensation
|
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Shares Underlying |
|
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Name |
|
Stock Awards(a)(b) |
|
|
Richard B. Cohen |
|
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- |
|
Eric Branderiz (c) |
|
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29,762 |
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Rollin Ford |
|
|
10,345 |
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Charles Kane |
|
|
10,345 |
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Todd Krasnow |
|
|
10,345 |
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Vikas Parekh |
|
|
- |
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Andrew Ross (d) |
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|
12,809 |
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Daniela Rus (e) |
|
|
17,312 |
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Merline Saintil |
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|
10,345 |
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50 |
Certain Relationships and Related Party Transactions
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Certain Relationships and Transactions
Other than the compensation agreements and other arrangements described under “Executive Compensation” and “Director Compensation” in this proxy statement and the transactions described below pursuant to Regulation S-K, Item 404 of the Exchange Act, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.
Registration Rights Agreement
We entered into the A&R Registration Rights Agreement with SVF Sponsor III (DE) LLC (“SVF Sponsor”), certain independent directors of SVF Investment Corp. 3 (“SVF 3”) (the “SPAC Independent Directors”) and certain legacy Warehouse unitholders (the “Symbotic Equityholders,” and together with the SVF Sponsor and the SPAC Independent Directors, the “Registration Rights Holders”). Pursuant to the A&R Registration Rights Agreement, we agreed to file a shelf registration statement with respect to the Registrable Securities (as defined in the A&R Registration Rights Agreement) held by the Registration Rights Holders within 45 days of the date of the A&R Registration Rights Agreement. Up to three times in any 12-month period, certain of the Symbotic Equityholders and the SVF Sponsor (including their respective permitted transferees) may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the shelf registration statement, so long as the total offering price is reasonably expected to exceed $25,000,000. The A&R Registration Rights Agreement also provides for customary “demand” and “piggyback” registration rights. The A&R Registration Rights Agreement provides that we will pay certain expenses relating to such registrations and indemnify the equityholders party thereto against certain liabilities.
Tax Receivable Agreement
In connection with the Closing, SVF 3 entered into the Tax Receivable Agreement (the “TRA”), which generally provides for the payment by us to the parties identified in the TRA (the “TRA Holders”) of 85% of the amount of the cash savings, if any, in U.S. federal and state income tax that we actually realize (or are deemed to realize in certain circumstances) in periods after the Closing as a result of (i) the existing tax basis in certain assets of Symbotic Holdings LLC (“Symbotic Holdings”) that is allocable to the relevant common units of Symbotic Holdings, (ii) any step-up in tax basis in Symbotic Holdings’ assets resulting from (a) certain purchases of common units of Symbotic Holdings (including the purchases of the purchase units pursuant to the Unit Purchase Agreement dated December 2021), (b) future exchanges of common units of Symbotic Holdings for cash or shares of our Class A common stock, (c) certain distributions (if any) by Symbotic Holdings and (d) payments under the TRA and (iii) tax benefits related to imputed interest deemed to be paid by us as a result of payments under the TRA. The term of the TRA will continue until all such tax benefits have been utilized or expired unless we exercise our right to terminate the TRA for an amount representing the present value of anticipated future tax benefits under the TRA or certain other acceleration events occur.
Moreover, the TRA provides that, in the event that (i) we exercise our early termination rights under the TRA, (ii) we experience certain changes of control (as described in the TRA) or (iii) we breach any of our material obligations under the TRA, our obligations under the TRA may accelerate and we could be required to make a lump-sum cash payment to each TRA Holder equal to the present value of all future payments that would have otherwise been made under the TRA, which lump-sum payment would be based on certain assumptions, including those relating to our future taxable income.
Payments under the TRA will generally be made pro rata among all TRA Holders entitled to payments on an annual basis to the extent we have sufficient taxable income to utilize the increased depreciation and amortization deductions. The availability of sufficient taxable income to utilize the increased depreciation and amortization expense will not be determined until such time as the financial results for the year in question are known and tax estimates prepared, which typically occurs within 90 days after the end of the applicable calendar year. We expect to make payments under the TRA, to the extent they are required, within 125 days after our federal income tax return is filed for each fiscal year. Interest on such payments will begin to accrue at a rate equal to SOFR plus 100 basis points from the due date (without extensions) of such tax return.
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51 |
Certain Relationships and Related Party Transactions
Tax Distribution to Equityholders of Symbotic Holdings
For the fiscal year ended September 27, 2025, we distributed the following amounts as tax distributions to certain of our directors, executive officers and holders of five percent or more of our capital stock or members of the immediate family of, or entities affiliated with, the foregoing persons:
Related Party |
|
Amount ($) |
5% Shareholders |
|
|
Richard B. Cohen(1) |
|
733,828 |
RBC Millenium Trust(1) |
|
307,679 |
RBC 2021 4 Year GRAT(2) |
|
340,021 |
RJJRP Holdings, Inc.(2) |
|
60,390 |
David Ladensohn(3) |
|
367,716 |
Officers |
|
|
William Boyd III |
|
90,040 |
Corey Dufresne(4) |
|
127,633 |
Directors |
|
|
Rollin Ford(5) |
|
1,608 |
Charles Kane |
|
960 |
Todd Krasnow(6) |
|
23,645 |
Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Symbotic Holdings, Symbotic LLC makes pro rata tax distributions to the holders of Symbotic Holdings’ units in an amount sufficient to fund all or part of their tax obligations with respect to the taxable income of Symbotic Holdings that is allocated to them. Those payments did not require audit committee approval under our Related-Party Transaction Policy.
Indemnification Agreements
On June 7, 2022, we entered into indemnification agreements with each of our then existing directors and executive officers. Since then, new directors and executive officers have entered into indemnification agreements with us when they join us. Each indemnification agreement provides for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to us or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.
Board of Directors Observer Agreements
On January 13, 2023, we entered into a series of Board Observer Agreements (the “Board Observer Agreements”) with each of Jill Cohen, Perry Cohen and Rachel Kanter (each, a “Board Observer”) granting each Board Observer, subject to the terms and conditions of the Board Observer Agreements, the right to serve as a non-voting observer of our board of directors. Jill Cohen and Rachel Kanter are the daughters and Perry Cohen is the son of Richard Cohen, who is our Chair, President and CEO.
Subject to confidentiality and certain other conditions contained in each Board Observer Agreement, each Board Observer may (i) attend and observe meetings of the board of directors (but not meetings of any committees thereof or any such meeting that is an executive session limited solely to independent directors, independent auditors and/or legal counsel) in a non-voting, observer capacity and (ii) receive copies of written materials and other information in connection with such meetings. Pursuant to the terms of the Board Observer Agreement, we may exclude each Board Observer from accessing any materials or attending any meeting or any portion thereof at our sole discretion if such exclusion is otherwise prudent including, but not limited to, in response to the existence of a potential conflict of interest. Each Board Observer Agreement may be terminated by us at any time with or without cause. The Board Observers are not entitled to any fees or to the reimbursement of any expenses in connection with their roles as Board Observers.
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52 |
Certain Relationships and Related Party Transactions
Each Board Observer’s status as a board observer will not amend, alter, or otherwise change the composition of our board of directors, the terms of current directors elected by our stockholders, or the members of any committee of our board of directors.
C&S Wholesale Grocers, Inc. (“C&S”)
Our founder, Chair, President and CEO, Richard Cohen, also serves as the executive chairman of C&S; and he and trusts for the benefit of his family are the substantial majority stockholders of that company. As a result, C&S can be considered our affiliate. In addition, our Chief Strategy Officer, William Boyd III, also serves as executive vice president and chief legal officer of C&S, our Chief Human Resources Officer, Miriam Ort, also serves as chief human resources officer of C&S, and Todd Krasnow, one of our directors, is a member of the C&S advisory board.
Customer Contracts
C&S is also an important customer that has systems that are operational (defined as achieving acceptance) in its facilities. We provide ongoing software maintenance and support and operation services under our contracts with C&S through October 2029. Revenue of $12.2 million, $58.9 million, and $15.8 million was recognized for the years ended September 27, 2025, September 28, 2024, and September 30, 2023, respectively, relating to these customer contracts. There was $2.4 million unbilled accounts receivable and accounts receivable due from C&S at September 27, 2025 and $18.4 million unbilled accounts receivable and accounts receivable due from C&S at September 28, 2024. There was $0.5 million and $1.8 million of deferred revenue relating to contracts with C&S at September 27, 2025 and September 28, 2024, respectively.
Shared Services
We currently utilize certain shared services with C&S in the operation of our business. A number of these services, including security systems and certain other arrangements (including other support services), are pursuant to unwritten arrangements with C&S.
Aircraft Time-Sharing Agreement
In certain instances, our business requires our executives to use privately owned aircraft in furtherance of our business. In December 2021 and May 2022, we entered into aircraft time-sharing agreements with C&S with respect to private aircraft owned by them, whereby our executives may utilize two C&S aircraft on an as-needed and as-available basis, with no minimum usage being required. Pursuant to the agreements, beginning in January 2022, we reimburse C&S for certain costs consistent with Federal Aviation Administration regulations for the flights by our executives on the aircraft pursuant to the time-sharing agreements.
For the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023, we paid $1.3 million, $1.1 million and $0.9 million, respectively, to C&S pursuant to these agreements. All flights by our executives on the aircraft pursuant to the time-sharing agreement are for business purposes.
Usage of Facility and Employee Services
We have a license arrangement with C&S whereby C&S is providing receiving and logistics services for us within a C&S distribution facility. The arrangement also provides for C&S employees assisting with certain of our operations. We incurred $1.4 million, $1.8 million and $2.9 million of expense related to this arrangement for the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023, respectively.
Operating Lease Agreements
In the fiscal year ended September 27, 2025, we entered into lease agreements with C&S for the lease of warehouse space in Plant City, FL and Coppell, TX. Our estimated lease term for these lease agreements is two years. Combined, we recognized $0.3 million in rent expense for the fiscal year ended September 27, 2025.
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53 |
Certain Relationships and Related Party Transactions
Walmart
MAA
We have worked with Walmart since 2015 and entered into the initial Walmart Master Automation Agreement (“Walmart MAA”) in 2017 and restated and amended that agreement in January 2019. In April 2021, we amended the Walmart MAA to expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of our systems across 25 of Walmart’s 42 regional distribution centers. In May 2022, we again amended and restated the Walmart MAA (“A&R MAA”) to further expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of additional systems across all of Walmart’s 42 regional distribution centers. The A&R MAA added approximately an additional $6.1 billion to our backlog at that time.
The implementation of our systems began in 2021 and will continue based upon an agreed-upon timeline, subject to limited adjustment, with the implementation of all systems to begin by the end of 2029. For each system, Walmart pays us:
Walmart also pays us for operation services for systems installed in the first four distribution centers for an operation service period for each system that ends on the third anniversary of preliminary acceptance of the final system installed in a building and for other systems as requested.
The initial term of the A&R MAA expires in May 2034 with annual renewals of the term thereafter. At any time, either party may terminate the A&R MAA in the event of insolvency of the other party or a material breach of the other party that has not been cured. Walmart may also terminate the A&R MAA at any time if we fail to meet certain performance standards or undergo certain change of control transactions.
Pursuant to the A&R MAA, we must provide Walmart notice in certain circumstances, including if we explore transactions, that would reasonably be expected to result in a change of control or sale of 25% or more of the voting power of Symbotic. Such transactions are prohibited for specified time periods following such notice, and we must allow Walmart to participate on terms and conditions substantially similar to those of other third-party participants. We have also agreed to certain restrictions on our ability to sell or license our products and services to a specified company or its subsidiaries, affiliates, or dedicated service providers.
Investment and Subscription Agreement
In December 2021, we entered into an Investment and Subscription Agreement (the “Investment and Subscription Agreement”) with Walmart. Pursuant to the Investment and Subscription Agreement, in connection with the A&R MAA, Walmart purchased 267,281 units of Warehouse, or 3.7% of the total outstanding units of Warehouse at such time. As a result of the investment pursuant to the Investment and Subscription Agreement and subsequent investments, as of September 27, 2025, Walmart had beneficial ownership of approximately 13% of our issued and outstanding common stock.
Pursuant to the Investment and Subscription Agreement and as a result of its ownership, Walmart has the right to designate a Walmart employee of a certain seniority level to attend all meetings of our board of directors in a nonvoting observer capacity, except in certain circumstances, including where such observer’s attendance may be inconsistent with the directors’ fiduciary duties to the Company or where such meetings may involve attorney-client privileged information, a conflict of interest between the Company and Walmart or information that the Company determines is competitively or commercially sensitive. Additionally, pursuant to the Investment and Subscription Agreement and subject to certain exceptions described therein, Walmart is subject to a standstill agreement that limits Walmart’s ability to pursue certain transactions with respect to the Company until the earlier of (i) December 12, 2025 and (ii) the later of (a) the date on which Walmart owns less than 5% of the fully diluted equity of the Company, and (b) the date that is six months after Walmart no longer has the board observer rights described above.
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54 |
Certain Relationships and Related Party Transactions
Mexico Agreement
In September 2024, we entered into a commercial agreement with Nueva Wal Mart de México, S. de R.L. de C.V.to implement our system in two of their locations near Mexico City (“Mexico Agreement”). For each System, Walmart pays us:
Walmart will also pay us for operation services for systems pursuant to which we will provide services to operate and maintain each system. We also entered into a design services agreement with Walmart for the design of the systems.
The Mexico Agreement added approximately an additional $440 million to our backlog.
2025 Purchase Agreement and Commercial Agreement
In January 2025, we entered into a Purchase and Sale Agreement with Walmart, pursuant to which we acquired all of the issued and outstanding equity interests of Walmart Advanced Systems & Robotics Inc., a Delaware corporation and wholly-owned subsidiary of Walmart. We also entered into a Master Automation Agreement with Walmart (“2025 Walmart MAA”).
Pursuant to the 2025 Walmart MAA, we are operating several micro-fulfillment systems, which we will continue to support. We will also engage in a development program funded by Walmart to enhance current online pickup and delivery fulfillment systems and design new micro-fulfillment systems to meet the needs of current and future customers. The 2025 Walmart MAA provides for a commitment, subject to the satisfaction of defined system performance metrics, from Walmart to purchase 400 micro-fulfillment systems, with an option for Walmart to purchase an additional 200, exercisable by Walmart within 30 days following acceptance of the 220th micro-fulfillment system under the terms of the 2025 Walmart MAA. Associated with this development program, Walmart will pay us a total of $520 million, including $230 million that was paid at the closing of acquisition of ASR, $165 million payable on the first anniversary of the acquisition and $125 million payable on the second anniversary of the acquisition.
We will pay Walmart $175 million upon Walmart’s acceptance of the first micro-fulfillment system and $175 million if Walmart elects to purchase the additional 200 systems.
For each micro-fulfilment system, Walmart will pay us:
Under certain circumstances, if we commercialize substantially similar micro-fulfillment systems for eaches (or the software used within them) with third parties, we will pay Walmart a royalty fee.
The initial term of the 2025 Walmart MAA will expire on its twelfth anniversary. At any time, either party may terminate it if the other party becomes insolvent or the other party fails to cure a material breach. Walmart may also terminate it at any time if we fail to meet certain performance standards or undergo certain changes of control. We have also agreed to certain restrictions on our ability to sell or license our products and services to a specified company or its subsidiaries, affiliates, or dedicated service providers, including a quantitative limit on the sale or license of systems to third parties.
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55 |
Certain Relationships and Related Party Transactions
GreenBox Systems LLC d/b/a Exol (“Exol”)
In July 2023, in conjunction with entities related to the SoftBank Group, we established GreenBox Systems LLC, a strategic joint venture to build and automate supply chain networks globally by operating and financing our advanced A.I. and automation technology for the warehouse. In December 2025, GreenBox changed the name under which it does business to “Exol.” Symbotic and the SoftBank Group own 35% and 65% of Exol respectively.
In July 2023, we entered into a commercial agreement with Exol that sets forth the terms, conditions, rights and obligations governing the design, installation, implementation and operation of our systems for Exol. On the terms and subject to the conditions set forth therein, the commercial agreement provides for a commitment from Exol to expend at least $7.5 billion in the aggregate to purchase systems over a six-year period pursuant to an agreed-upon timeline. Implementation of the systems began in fiscal year 2024. For each system, Exol will pay us: (i) the cost of implementation, including the cost of material and labor, plus a specified net profit amount; (ii) for software maintenance and support; and (iii) for spare parts and other miscellaneous expenses. The initial term of the commercial agreement with Exol expires in July 2027, subject to a two-year extension by Exol if, at the end of the initial term, project SOWs (as defined in the commercial agreement) have not been executed with respect to systems with an aggregate purchase price of Exol’s purchase commitment. At any time, either party may terminate the commercial agreement in the event of insolvency of the other party or a material breach of the other party that has not been cured.
In February 2025, we entered into an amended and restated employee leasing agreement with Exol pursuant to which we provide certain employees to Exol and those employees provide certain services for Exol. Exol reimburses us for all of our direct and indirect costs and expenses incurred with respect to these employees. We also provide certain administrative services to Exol at the blended service cost plus a small mark-up. We are currently in the process of entering into an agreement with Exol with respect to these services.
Family Relationships
Moses (“Teddy”) Ort, the brother of Miriam Ort (our chief human resources officer) was our vice president, robotics software until he was recently promoted to senior vice president, robotics software and AI in November 2025. In fiscal year 2025, Mr. Ort received a combined base salary and incentive compensation from us in excess of $400,000. In fiscal year 2025, he also received 45,249 restricted stock units that vest over three years with the first one-third vesting on the one-year anniversary of the grant date and the remaining portion vesting in eight equal quarterly installments thereafter. Mr. Ort is not one of our executive officers and his base salary, incentive compensation and restricted stock awards are consistent with amounts paid to our other employees of similar responsibilities and seniority.
Procedures with Respect to Review and Approval of Related Person Transactions
Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interest (or the perception thereof). Our board of directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on the Nasdaq. Under the policy, our legal department will be primarily responsible for developing and implementing processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the policy. If the legal department determines that a transaction or relationship is a related person transaction requiring compliance with the policy, our Chief Legal Officer will be required to present to the audit committee of our board of directors all relevant facts and circumstances relating to the related person transaction. Our audit committee will be required to review the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related person’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of our code of business conduct and ethics, and either approve or disapprove the related person transaction. If advance audit committee approval of a related person transaction requiring the audit committee’s approval is not feasible, then the transaction may be entered into by management upon prior approval of the transaction by the chair of the audit committee. Any such approval by the chair of the audit committee and the rationale for the approval must be reported to the audit committee at the audit committee’s next regularly scheduled meeting. If a transaction was not initially recognized as a related person transaction, then, upon such recognition, the transaction will be presented to the audit committee for ratification at the audit committee’s next regularly scheduled meeting; provided, that if the audit committee determines not to ratify the transaction the audit committee may direct additional actions, including immediate discontinuation or rescission of the transaction or modification of the transaction to make it acceptable for
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Certain Relationships and Related Party Transactions
ratification. Our management will update the audit committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then-current related person transactions. No director will be permitted to participate in approval of a related person transaction for which that director is a related person.
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Principal Stockholders
PRINCIPAL STOCKHOLDERS
The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of January 6, 2026 by:
The beneficial ownership of shares of our common stock as of January 6, 2026 is based on (i) 123,250,254 shares of Class A common stock issued and outstanding, (ii) 72,963,208 shares of Class V-1 common stock issued and outstanding, and (iii) 403,559,196 shares of Class V-3 common stock issued and outstanding.
Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of, or to direct the disposition of, the security or has the right to acquire such powers within 60 days. Accordingly, shares of our common stock subject to equity awards or warrants that are currently exercisable or that the beneficial owner would have the right to acquire within 60 days of January 6, 2026 are considered outstanding and beneficially owned by the person holding the equity awards or warrants for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe that the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.
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Class A Common Stock |
Class V-1 Common Stock |
Class V-3 Common Stock |
Class A, Class V-1 and |
|||||
Name of Beneficial Owner |
|
Number of Shares |
Percentage of Class |
Number of Shares |
Percentage of Class |
Number of Shares |
Percentage of Class |
Number of Shares |
Percentage Ownership |
|
5% Holders: |
|
|
|
|
|
|
|
|
|
|
David Ladensohn, individually |
|
4,500 |
* |
1,280,435 |
1.8% |
188,504,391 |
46.7% |
189,789,326 |
31.6% |
|
Janet L. Cohen, as trustee of |
|
|
— |
— |
520,835 |
* |
165,419,975 |
41.0% |
165,940,810 |
27.7% |
The RBC Millennium GST Non-Exempt Trust(3) |
|
— |
— |
772,405 |
1.1% |
163,355,074 |
40.5% |
164,127,479 |
27.4% |
|
The RBC Millennium Trust(4) |
|
— |
— |
— |
— |
151,561,831 |
37.6% |
151,561,831 |
25.3% |
|
Walmart Inc.(5) |
|
15,000,000 |
12.2% |
61,350,823 |
84.1% |
— |
— |
76,350,823 |
12.7% |
|
Richard B. Cohen(6) |
|
|
— |
— |
2,215,990 |
3.0% |
43,230,733 |
10.7% |
45,446,723 |
7.6% |
SoftBank Group Corp.(7) |
|
45,415,312 |
36.8% |
— |
— |
— |
— |
45,415,312 |
7.6% |
|
RJJRP Holdings, Inc.(8) |
|
|
— |
— |
2,215,990 |
1.8% |
41,549,600 |
10.3% |
43,765,590 |
7.3% |
Baillie Gifford & Co.(9) |
|
|
13,440,113 |
10.9% |
— |
— |
— |
— |
13,440,113 |
2.2% |
Directors |
|
|
|
|
|
|
|
|
|
|
Richard B. Cohen(6) |
|
— |
— |
2,215,990 |
3.0% |
43,230,733 |
10.7% |
45,446,723 |
7.6% |
|
Eric Branderiz(10) |
|
11,860 |
* |
— |
— |
— |
— |
11,860 |
* |
|
Rollin Ford(11) |
|
32,852 |
* |
— |
— |
— |
— |
32,852 |
* |
|
Charles Kane(12) |
|
|
24,852 |
* |
599,353 |
* |
— |
— |
624,205 |
* |
Todd Krasnow(13) |
|
|
50,345 |
* |
926,115 |
1.3% |
— |
— |
976,460 |
* |
Vikas Parekh |
|
— |
— |
— |
— |
— |
— |
— |
— |
|
Andrew Ross(14) |
|
5,104 |
* |
— |
— |
— |
— |
5,104 |
* |
|
Daniela Rus(15) |
|
|
28,336 |
* |
— |
— |
— |
— |
28,336 |
* |
Merline Saintil(16) |
|
|
52,749 |
* |
— |
— |
— |
— |
52,749 |
* |
Named Executive Officers |
|
|
|
|
|
|
|
|
|
|
Michael Dunn(17) |
|
75,857 |
* |
— |
— |
— |
— |
75,857 |
* |
|
Carol Hibbard(18) |
|
62,628 |
* |
— |
— |
— |
— |
62,628 |
|
|
James Kuffner(19) |
|
232,051 |
* |
— |
— |
— |
— |
232,051 |
* |
|
Izilda Martins(20) |
|
|
3,500 |
* |
— |
— |
— |
— |
3,500 |
* |
Walter Odisho(21) |
|
|
114,870 |
* |
— |
— |
|
|
114,870 |
* |
All current directors and |
|
|
1,045,360 |
* |
4,660,811 |
6.4% |
43,230,733 |
10.7% |
48,963,904 |
8.2% |
* Less than 1%.
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58 |
Principal Stockholders
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59 |
Principal Stockholders
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Our officers and directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations from our executive officers and directors, during and with respect to the fiscal year ended September 27, 2025, the following reports were not filed within the required period: two reports for David Ladensohn (regarding six transactions) and one report for each of Carol Hibbard (regarding three transactions), William Boyd (regarding one transaction) and the RBC Millenium Trust (regarding one transaction).
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Report of the Audit Committee
REPORT OF THE AUDIT COMMITTEE
The members of the audit committee of the board of directors of Symbotic Inc. submit this report in connection with the committee’s review of the financial reports for the fiscal year ended September 27, 2025 as follows:
Based on the review and discussions referred to above, the audit committee recommended to our board of directors that the audited financial statements be included in Symbotic’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025 for filing with the SEC.
The audit committee operates pursuant to a charter that was approved by our board of directors. A copy of the Audit Committee Charter is available on the corporate governance section of our investor relations website, available at ir.symbotic.com under the heading “Documents and Charters.”
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SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SYMBOTIC INC.: |
|
|
Charles Kane, Chairperson |
|
|
Eric Branderiz |
|
|
|
|
|
|
January 16, 2026 |
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The information in the Report of the Audit Committee shall not be considered “soliciting material” or “filed” with the SEC, nor shall this information be incorporated by reference into any previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company incorporated it by specific reference.
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Householding
HOUSEHOLDING
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our documents, including the 2025 Annual Report and proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Broadridge Financial Solutions, Inc. in writing at: Attn: Householding Department, 51 Mercedes Way, Edgewood, NY 11717; or by telephone: (866) 540-7095. If you want to receive separate copies of the proxy statement or the 2025 Annual Report in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.
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Stockholder Proposals
STOCKHOLDER PROPOSALS
Subject to the director nomination requirements described below, a stockholder who would like to have a proposal considered for inclusion in our proxy statement for our 2027 annual meeting must submit the proposal in accordance with the procedures outlined in Rule 14a-8 of the Exchange Act so that it is received by us no later than September 18, 2026. However, if the date of the 2027 annual meeting is changed by more than 30 days from the date of this year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 2027 annual meeting. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to Symbotic Inc., 200 Research Drive, Wilmington, MA 01887, Attention: Corporate Secretary.
Subject to the director nomination notice requirements described below, the required notice must be in writing and received by our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not later than the close of business on the later of (A) the 90th day prior to such annual meeting or (B) the tenth day following the day on which public announcement of the date of such annual meeting was made. Assuming the 2027 annual meeting is not advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the Annual Meeting, for stockholder proposals to be brought before the 2027 annual meeting, the required notice must be received by our corporate secretary at our principal executive offices no earlier than November 5, 2026 and no later than December 5, 2026. Stockholder proposals and the required notice should be addressed to Symbotic Inc., 200 Research Drive, Wilmington, MA 01887, Attention: Corporate Secretary. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 4, 2027.
If a stockholder wishes to propose a nomination of persons for election to our board of directors or present a proposal at an annual meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, our bylaws establish an advance notice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely notice in proper form to our corporate secretary of the stockholder’s intention to bring such business before the meeting.
Further, any stockholder proposal for a director nominee intended to be included in the proxy materials for the 2027 annual meeting pursuant to our “proxy access” bylaws must meet the requirements set forth in our bylaws and the materials required by our bylaws must be submitted as required by our bylaws. Among others, the required notice must be received by our corporate secretary at our principal executive offices not less than 120 days and not more than 150 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is more than 30 days earlier or delayed (other than as a result of adjournment or recess) by more than 60 days later than such anniversary date, or, if the first public disclosure of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the stockholder’s notice must be so received no earlier than the 150th day prior to the date of such annual meeting and not later than the later of (i) the 120th day prior to the date of such annual meeting and (ii) the tenth day following the day on which public disclosure of the date of such annual meeting is first made by. All such proxy access director nominations must satisfy the requirements set forth in our bylaws.
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Other Matters
OTHER MATTERS
Our board of directors does not know of any other matters to be brought before the Annual Meeting. If any other matters not mentioned in this proxy statement are properly brought before the meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.
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Company Logo P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box aboveavailable when you access the website and follow theinstructions. Annual Meeting of Stockholders Symbotic Inc. For Stockholders of record as of January 6, 2026 Thursday, March 5, 2026 10:00 AM, Eastern TimeAnnual Meeting to be held live via the Internet - please visit www.proxydocs.com/SYM for more details.For Stockholders of record as of January 6, 2026 Thursday, March 5, 2026 10:00 AM, Eastern Time YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 10:00 AM, Eastern Time, March 5,2026. This proxy is being solicited on behalf of the Board of Directors Internet: www.proxypush.com/SYM • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote Phone: 1-866-649-0293 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided Virtual: You must register to attend the meeting online by 03/04/2026 5:00PM EST at www.proxydocs.com/SYM The undersigned hereby appoints Corey Dufresne, William Boyd III, and Izilda Martins (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Symbotic Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved
Symbotic Inc. Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 Please make your marks like this:PROPOSALYOUR VOTE1. To elect nine directors nominated by the board of directors of Symbotic Inc., identified in the accompanying proxy statement, each to serve for a term of one year until the 2027 Annual Meeting of Stockholders, until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal: 1.01 Richard Cohen1.02 Eric Branderiz1.03 Rollin Ford1.04 Charles Kane1.05 Todd Krasnow1.06 Vikas Parekh1.07 Andrew Ross1.08 Daniela Rus1.09 Merline Saintil FOR WITHHOLD BOARD OF DIRECTORS RECOMMENDS FOR FOR FOR FOR FOR FOR FOR FOR FOR FOR FOR FOR 2. To approve an advisory vote on the compensation paid to our named executive officers.3. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 26, 2026. 4. To transact any other business that may properly come before the meeting or any adjournment thereof. FOR AGAINST ABSTAIN You must register to attend the meeting online by 03/04/2026 5:00PM EST at www.proxydocs.com/SYMAuthorized Signatures - Must be completed for your instructions to be executed.Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date
FAQ
What is Symbotic (SYM) asking stockholders to vote on in the 2026 proxy?
Symbotic asks stockholders to vote on three items: electing nine directors to one-year terms, approving an advisory vote on executive compensation, and ratifying Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending September 26, 2026.
When and how will Symbotic’s 2026 Annual Meeting be held?
The Annual Meeting is scheduled for March 5, 2026 at 10:00 a.m. Eastern Time and will be conducted virtually via live webcast. Stockholders can attend, vote, and submit questions by visiting www.proxydocs.com/SYM and entering the control number provided in their materials.
Who is eligible to vote at Symbotic’s 2026 Annual Meeting and what are the voting rights?
Stockholders of record as of January 6, 2026 may vote. As of that date, there were 123,250,254 shares of Class A and 72,963,208 shares of Class V‑1 common stock outstanding, each with one vote per share, and 403,559,196 shares of Class V‑3 common stock outstanding, each with three votes per share. All classes generally vote together as a single class.
Who are the director nominees in Symbotic’s 2026 DEF 14A filing?
The company is nominating nine current directors for re‑election: Richard Cohen, Eric Branderiz, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Andrew Ross, Daniela Rus and Merline Saintil, each for a one‑year term ending at the 2027 annual meeting.
What is Symbotic’s advisory vote on executive compensation (say-on-pay)?
Stockholders are being asked to cast a non-binding advisory vote approving the compensation of Symbotic’s named executive officers as described in the Compensation Discussion and Analysis and related tables. The board’s compensation committee believes the program supports long‑term stockholder value and the board recommends a vote in favor.
Which accounting firm does Symbotic propose to ratify and what fees were paid?
Symbotic seeks stockholder ratification of Grant Thornton LLP as its independent registered public accounting firm for the fiscal year ending September 26, 2026. For fiscal 2025, Symbotic reports audit fees of
How does Symbotic describe its board independence and governance structure?
The board currently has nine members, with Richard Cohen serving as Chair and Chief Executive Officer. The board has determined that all directors other than Mr. Cohen are independent under SEC and Nasdaq rules. It maintains audit, compensation, and nominating and corporate governance committees, each composed entirely of independent directors, and has adopted corporate governance guidelines and a code of business conduct and ethics.
