DEF 14A of Symbotic Inc., Jan 19, 2024

DEF 14A of Symbotic Inc.

Filed Jan 19, 2024 · FY20230000950170-24-005813

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our board of directors is currently comprised of seven 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 of stockholders next following the annual meeting at which such director was elected. The current board of directors is comprised of Richard Cohen, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Daniela Rus and Merline Saintil. The nominating and corporate governance committee of the board has recommended, and the board has approved, the nomination of all seven persons currently serving as our directors, Richard Cohen, Rollin Ford, Charles Kane, Todd Krasnow, Vikas Parekh, Daniela Rus and Merline Saintil for a one-year term expiring at the 2025 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 of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. The seven 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. In lieu of designating a substitute nominee, the board, 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.

  2. Nominees for Director

    Nominees for Director The names, ages as of January 19, 2024, length of service on our board and current board committee memberships of the nominees 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 and will make a recommendation to the board regarding committee appointments for all board members.

  3. Nominees for Director

    | Name | Age | Director Since | Current Term Expires | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Nominees Currently Serving as Directors | | | | | | | | | Richard Cohen* | 71 | 2022 | 2024 | | | | | | Rollin Ford | 61 | 2022 | 2024 | ✓ | ✓ | | ✓ | | Charles Kane | 66 | 2022 | 2024 | ✓ | Chair | | | | Todd Krasnow | 66 | 2022 | 2024 | ✓ | | Chair | | | Vikas Parekh | 41 | 2022 | 2024 | ✓ | ✓ | | ✓ | | Daniela Rus | 60 | 2023 | 2024 | ✓ | | | | | Merline Saintil | 47 | 2022 | 2024 | ✓ | | ✓ | Chair |

  4. Nominees for Director

    * Chair of the Board 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 to believe that the director should serve on the board.

  5. Richard Cohen

    Richard Cohen Mr. Cohen has served as a member of our board of directors and as our President and Chief Product Officer since the Closing and has served as our Chief Executive Officer since November 19, 2022. Mr. Cohen served as Chair of Warehouse from December 2006 and as President of Symbotic LLC from November 2017 until the Closing. Mr. Cohen previously served as Chief Executive Officer of Symbotic LLC from November 2017 to April 2022. He is also the Executive Chair 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 grew up in the C&S Wholesale Grocers business, working for his father during summers until his graduation from college in 1974, when he went to work full-time at C&S Wholesale Grocers. Mr. Cohen became Chair, 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 and his experience and track record in entrepreneurship, investment and business development and deep relationships in various industries.

  6. Rollin Ford

    Rollin Ford Mr. Ford has served as a member of our board of directors since the Closing. Mr. Ford served as a member of the Warehouse advisory board from August 2016 until the Closing. 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 Bachelor of Science degree from Taylor University in Indiana. In retirement, Mr. Ford has joined the boards of Mercy Health System and John Brown University and the board of advisors of AT Kearney. Mr. Ford was selected to serve on the 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.

  7. Identifying and Evaluating Director Nominees

    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 director nominees for election at each annual meeting of stockholders. 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.

  8. Overview

    Overview The compensation provided to Symbotic’s named executive officers (“Named Executive Officers” or “NEOs”) for the fiscal years ended September 30, 2023 and September 24, 2022 is detailed in the Summary Compensation Table and accompanying footnotes and narrative that follow. Symbotic’s NEOs as of September 30, 2023 were: • Richard Cohen, Chair, President and Chief Executive Officer* • Michael Loparco, former Chief Executive Officer** • Thomas Ernst, former Chief Financial Officer*** • Walter Odisho, Chief Manufacturing & Supply Chain Officer**** * Mr. Cohen served as the Chair and Chief Executive Officer of Symbotic until April 4, 2022, at which time Michael Loparco was appointed Chief Executive Officer. Mr. Cohen was subsequently appointed Chief Executive Officer of Symbotic on November 19, 2022. ** Mr. Loparco served as Chief Executive Officer of Symbotic from April 4, 2022 until November 19, 2022. *** Mr. Ernst served as Chief Financial Officer of Symbotic from September 10, 2020 until December 15, 2023. **** Mr. Odisho joined Symbotic on February 6, 2023. The objective of Symbotic’s compensation program is to provide a total compensation package to each Named Executive Officer that enables Symbotic to attract, motivate and retain outstanding individuals, encourage individual and collective contributions to the successful execution of Symbotic’s short- and long-term business strategies and reward Named Executive Officers for performance. The compensation committee of Symbotic’s board of directors (the “compensation committee”) is responsible for, among other things, reviewing and approving, or recommending for approval by our board of directors, the compensation of the NEOs. Prior to the Closing, the Board of Managers of Warehouse, which was comprised solely of Mr. Cohen, as the Board of Managers of the sole member of Symbotic LLC (the “Warehouse Board”), historically determined the compensation for the NEOs. The compensation program for the NEOs consists of base salary, incentive compensation delivered in the form of an annual cash bonus and long-term incentive compensation in the form of equity-based awards in the form of restricted stock units (“RSUs”) or performance-based restricted stock units (“PSUs”). Prior to the Closing, Symbotic LLC historically granted long-term incentive awards to NEOs in the form of Class C Units of Warehouse, as described below. Chair, President and Chief Executive Officer Compensation—Mr. Cohen did not receive any cash or equity compensation from Symbotic for his services as Chair or as the President and Chief Executive Officer of Symbotic. Prior to the Closing, Mr. Cohen did not receive any cash compensation from either Symbotic LLC or Warehouse for his service as Chair of the Warehouse Board or as an employee and Chief Executive Officer of Symbotic LLC. Base Salary—Base salary is paid to attract and retain qualified talent and is set at a level that is commensurate with each executive’s duties and authorities, contributions, prior experience and performance. For each of Messrs. Loparco, Ernst and Odisho, base salary for fiscal year 2023 was $700,000, $375,000 and $400,000, respectively. As noted above, no base salary was paid to Mr. Cohen. Annual Cash Bonus—Annual cash bonuses are paid to incentivize the Named Executive Officers (excluding Mr. Cohen) in recognition of performance for the fiscal year and are paid at the discretion of the board of directors. For the fiscal year ended September 30, 2023, the target bonus opportunity for each of Messrs. Loparco, Ernst and Odisho as a percentage of annual base salary was 100%, 50% and 50%, respectively. For fiscal year 2023, the annual cash bonus opportunities for the Named Executive Officers were based on the achievement of revenue and adjusted EBITDA targets. Based on actual performance results for the revenue and adjusted EBITDA metrics, the compensation committee, upon the recommendation of our Chief Executive Officer, determined not to pay fiscal year 2023 bonuses to the NEOs. Long-Term Incentive Compensation—Symbotic grants long-term incentive awards in the form of RSUs or PSUs awarded pursuant to the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan (the “Incentive Compensation Plan”). • Restricted Stock Units—The compensation committee may grant awards of RSUs under the Incentive Compensation Plan in such amounts and subject to such terms and conditions as the compensation committee may determine. On the delivery date specified in the award agreement, the recipient of each RSU not previously forfeited or terminated will receive one share of Symbotic Class A common stock, or cash or other securities or property equal in value to a share of Class A common stock, or a combination thereof, as specified by the compensation committee. • Performance-Based Restricted Stock Units—The compensation committee may grant awards of PSUs under the Incentive Compensation Plan in such amounts and subject to such terms and conditions as the compensation committee may determine. The number of PSUs actually earned by the recipient relates to the achievement of performance goals as determined by the compensation committee. The compensation committee has approved an equity compensation program for eligible Symbotic employees consisting of an annual grant of RSUs and/or PSUs under the Incentive Compensation Plan. The RSUs generally vest over a three-year period, with one-third cliff vesting on the first anniversary of the grant date and the remaining portion of the RSUs vesting over the next two years in eight equal quarterly installments, subject to continued employment with the Company. The PSUs, which are generally granted to Symbotic’s senior executives, including the NEOs, generally vest, subject to continued employment with the Company, on the third anniversary of the grant date, to the extent the performance-vesting conditions of the PSUs are met.. The compensation committee may adjust the mix of RSUs and PSUs granted, as well as the performance metrics used and the performance periods for future awards granted under the equity compensation program. In fiscal year 2023, the annual grants for senior executives, including the NEOs, were made in late January and early February 2023 and were a mix of 67% RSUs (by grant date fair value) and 33% PSUs. In fiscal year 2023, the performance goals for the PSUs were based on the achievement of revenue and free cash flow targets over fiscal years 2023 through 2025, with 30% of the PSUs earned based on performance in fiscal year 2023 and 70% of the total PSU earned based on performance over fiscal years 2023 through 2025. On February 6, 2023, Mr. Odisho received 350,631 RSUs pursuant to the terms of his offer letter and Mr. Ernst received 93,502 RSUs and 46,750 PSUs as his annual awards under the equity compensation program.

  9. Overview

    Prior to the Closing, Symbotic LLC granted long-term incentive awards in the form of Class C Units awarded pursuant to the Symbotic LLC 2012 Incentive Units Plan. Class C Units were intended to be structured as profits interests in Warehouse issued to employees, officers and directors of Symbotic LLC pursuant to individual equity grant agreements. Executives generally received Class C Units that vested ratably over five years, subject to continued employment. Upon a change in control (as defined in the applicable award agreement), outstanding awards of Class C Units would accelerate such that 50% of the then unvested units at the time of the change in control vest. The transactions contemplated by the Merger Agreement did not constitute a change in control for purposes of the Class C Units. Pursuant to the terms of the Fifth Amended and Restated Limited Liability Company Agreement of Warehouse, dated as of April 30, 2021, a trust of which members of Mr. Cohen’s family are the beneficiaries held a residual interest in any Class C Units that were not awarded to, or were forfeited by or repurchased from, current or former employees or other service providers from time to time. In connection with the consummation of the Company Reorganization and the Business Combination, each outstanding and vested Class C Unit was converted into the right to receive a number New Symbotic Holdings Common Units pursuant to the Company Merger Agreement and the Merger Agreement.

  10. Executive Offer Letters and Separation Agreements

    Executive Offer Letters and Separation Agreements Mr. Loparco was party to an offer letter with Symbotic LLC, dated as of March 24, 2022 (the “Loparco Offer Letter”), that set forth the terms of Mr. Loparco’s employment, including his initial base salary, a target bonus in the amount of 100% of base salary, and the severance payments and benefits described below under “—Potential Payments Upon Termination or Change of Control.” The Loparco Offer Letter also provided for the grant of RSUs and PSUs relating to an aggregate number of shares equal to $12,000,000 divided by the five-day average closing price per share of Class A common stock during the first five trading days following but not including the date of the Closing, one-third of which was in the form of RSUs that would vest over three years, and the remaining two-thirds of which were in the form of PSUs that would vest on the third anniversary of the PSU award grant date to the extent that the performance vesting conditions were achieved, in each case subject to Mr. Loparco’s continued employment through the applicable vesting date. As previously disclosed on a Current Report on Form 8-K, filed with the SEC on November 19, 2022, Mr. Loparco resigned from his positions as Chief Executive Officer and a member of the board of directors effective as of November 19, 2022. In connection with his resignation, Symbotic and Mr. Loparco entered into a separation agreement (the “Separation Agreement”) which provides that Mr. Loparco will receive aggregate severance payments of $1,050,000, payable in accordance with Symbotic’s normal payroll schedule over a period of 18 months, and a payment of $700,000 representing his target annual cash incentive for 2022, payable in December 2022. Symbotic will also (i) reimburse Mr. Loparco for up to $30,000 for remaining lease expenses incurred by him for his Wilmington, Massachusetts area accommodations, (ii) provide for up to $20,000 for legal fees incurred by Mr. Loparco in connection with the entry into the Separation Agreement and (iii) agree to not seek repayment or forfeiture of Mr. Loparco’s sign-on bonus paid pursuant to the terms of the Loparco Offer Letter regarding his hiring as the Chief Executive Officer. The Separation Agreement further provides that Mr. Loparco will, subject to the terms and conditions therein, serve as a special advisor to the board of directors until January 19, 2023 and will receive $200,000 in advisory service fees in connection with such role. Mr. Loparco is entitled to continuation of group medical insurance coverage subsidized by Symbotic for the lesser of 18 months or until he becomes eligible for enrollment in group health coverage of a successor employer or otherwise. Under the Separation Agreement, Mr. Loparco is subject to (a) a general release of claims, (b) confidentiality, non-solicitation and non-disparagement provisions, and (c) non-compete provisions for a period of one year after the completion of his advisory services. Mr. Ernst was party to an offer letter with Symbotic LLC, dated as of September 1, 2020 (the “Ernst Offer Letter”), that sets forth the terms of Mr. Ernst’s employment, including his initial base salary, a target bonus in the amount of 50% of base salary, and the severance payments and benefits described below under “—Potential Payments Upon Termination or Change of Control.” The Ernst Offer Letter also provided for the grant of Class C Units equal to 0.25% of the current common units of Warehouse on a fully diluted basis that would vest 20% on the first anniversary of his start date and 5% per quarter thereafter commencing three months after the first anniversary of his start date, in each case subject to Mr. Ernst’s continued employment through the applicable vesting date. As previously disclosed on a Current Report on Form 8-K, filed with the SEC on October 2, 2023, Mr. Ernst retired from his positions as Chief Financial Officer and Treasurer effective as of December 15, 2023. In connection with his retirement, Symbotic and Mr. Ernst entered into a transition agreement (the “Transition Agreement”) which provided December 15, 2023 as the effective date of his retirement and that he will serve as a consultant to Symbotic’s Chief Executive Officer and new Chief Financial Officer through September 28, 2024 following his retirement. Pursuant to the Transition Agreement, Mr. Ernst will receive (i) aggregate severance payments of $375,000, payable in accordance with Symbotic’s normal payroll schedule over a period of twelve (12) months, (ii) aggregate consulting fee payments of $50,000, payable in nine equal monthly payments during the period in which he serves as a consultant, (iii) continued vesting of his September 10, 2020 incentive unit award through September 28, 2024 and (iv) continued vesting of his February 6, 2023 restricted stock unit award through September 28, 2024 (collectively, the “Severance Benefits”). Mr. Ernst will also receive his annual bonus for fiscal year 2023 based on the company bonus achievement percentage applicable to Symbotic’s executive leadership team, payable on the regularly scheduled payday upon which bonuses for fiscal year 2023 are paid to Symbotic’s executive leadership team. Mr. Ernst will also be entitled to continuation of group medical insurance coverage subsidized by Symbotic through December 31, 2024. Under the Transition Agreement, the Severance Benefits will be furnished and paid, subject to applicable withholdings and deductions, contingent on, among others: (a) continued compliance with the confidentiality, non-solicitation and non-disparagement provisions contained in the Transition Agreement, (b) continued compliance with his non-compete provisions for a period of one year following the end of his consulting services, (c) an agreement not to transfer shares of Symbotic Class A common stock for a period of four months following his retirement date and (d) Mr. Ernst’s performance of certain obligations with respect to Symbotic’s periodic reporting with the SEC. Mr. Odisho is party to an offer letter with Symbotic, dated as of January 13, 2023 (the “Odisho Offer Letter”), that sets forth the terms of Mr. Odisho’s employment, including his initial base salary of $400,000, a target bonus in the amount of 50% of base salary and a sign-on bonus in the amount of $500,000. The Odisho Offer Letter also provides for the grant of an equity award comprised of RSUs with an aggregate target value of $5,000,000, with one-third vesting in April 2024 and the remaining portion vesting in eight equal quarterly installments thereafter. Mr. Odisho is also eligible for housing reimbursement of up to $4,000 per month for six months and to participate in Symbotic’s benefit programs. Mr. Odisho will receive a performance and salary review each year as part of Symbotic’s annual review cycle. He is also eligible to participate in Symbotic’s equity compensation program, with his first eligibility for an annual equity award anticipated to occur in January 2024. The award values and vesting will be as approved by the compensation committee for Symbotic’s annual equity award program.

  11. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to Symbotic’s Named Executive Officers during the fiscal years ended September 30, 2023 and September 24, 2022.

  12. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards(1) | All Other Compensation(2) ($) | Total ($) | | Richard Cohen(3) | 2023 | $— | $— | $— | $— | $— | | Chair, President and Chief Executive Officer | 2022 | — | — | — | — | — | | Michael Loparco(4) | 2023 | 107,692 | — | — | 1,542,307 | 1,649,999 | | Former Chief Executive Officer | 2022 | 336,539 | 250,000 | 13,718,000 | — | 14,304,539 | | Thomas Ernst(5) | 2023 | 375,000 | — | 2,185,126 | 88,801 | 2,648,927 | | Former Chief Financial Officer | 2022 | 375,000 | 187,500 | — | 92,178 | 654,678 | | Walter Odisho(6) | 2023 | 253,846 | 500,000 | 5,462,830 | — | 6,216,676 | | Chief Manufacturing & Supply Chain Officer | | | | | | |

  13. Summary Compensation Table

    (1) This column reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for RSUs and PSUs, rather than the amount paid to or realized by the named executive officer. The grant date fair value of the PSUs was calculated based on the expected value of the possible outcomes of the performance conditions related to these awards in accordance with FASB ASC Topic 718 (excluding the effects of estimated forfeitures) and assumes that all PSUs will be earned during the term of the grant. (2) The items comprising “All Other Compensation” for 2023 and 2022 are 401(k) plan employer contributions and benefits provided pursuant to the Member Program, as discussed in greater detail above in “—Benefits and Perquisites,” including the annual tax preparation allowance, member adjustments and tax payments paid to holders of Symbotic Holdings LLC units after the Closing and Class C Units prior to the Closing. For Mr. Loparco, the “All Other Compensation” column for 2023 also consists of the severance benefits payable in connection with his Separation Agreement. For Mr. Ernst, “All Other Compensation” consisted of $8,654 in 401(k) plan employer contributions and $80,147 in Member Program payments for 2023 and $12,200 in 401(k) plan employer contributions and $79,978 in Member Program payments for 2022. The “All Other Compensation” column for Mr. Ernst does not include any severance benefits payable in connection with the Transition Agreement, as such benefits were not accrued or payable in the 2023 fiscal year. (3) Mr. Cohen served as Chair and Chief Executive Officer of Symbotic until the appointment of Michael J. Loparco to the position of Chief Executive Officer, effective as of April 4, 2022, at which time Mr. Cohen became President and Chief Product Officer. On November 19, 2022, Mr. Cohen was appointed Chief Executive Officer of Symbotic. (4) Mr. Loparco served as Chief Executive Officer of Symbotic from April 4, 2022 until November 19, 2022. Mr. Ernst served as Chief Financial Officer of Symbotic from September 10, 2020 until December 15, 2023. Mr. Odisho joined Symbotic as Senior Vice President of Manufacturing on February 6, 2023 and became Chief Manufacturing & Supply Chain Officer on October 30, 2023.

  14. Outstanding Equity Awards at Fiscal 2023 Year End

    Outstanding Equity Awards at Fiscal 2023 Year End The following table presents information regarding outstanding unvested equity awards held by the Named Executive Officers as of September 30, 2023. The market value of the shares in the following table is the fair value of such shares at September 30, 2023.

  15. Outstanding Equity Awards at Fiscal 2023 Year End

    | | | Stock Awards | | | | | Name | Date of Grant | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Richard Cohen | | — | — | — | — | | Michael Loparco | | — | — | — | — | | Thomas Ernst | 9/10/2020(2) | 393,800 | 13,164,734 | — | — | | | 2/6/2023(3) | 93,502 | 3,125,772 | — | — | | | 2/6/2023(4) | — | — | 46,750 | 1,562,853 | | Walter Odisho | 2/6/2023(5) | 350,631 | 11,721,594 | — | — |

  16. Outstanding Equity Awards at Fiscal 2023 Year End

    (1) The market value of each unvested share as of September 30, 2023 is $33.43, which was the closing price of the shares of Symbotic Class A common stock, as reported on Nasdaq. (2) Represents the portion of shares subject to forfeiture of the Class V-1 common stock that was issued to Mr. Ernst in connection with the Business Combination for Class C Units of Warehouse held by him at the time of the Closing. The shares of Class V-1 common stock have the same vesting as the Class C Units and vest as follows: 1/5 vest on September 10, 2021 and the remaining shares vest in equal installments over 16 quarters on the 10th of each December, March, June and September commencing on December 10, 2021. Following Mr. Ernst’s retirement from Symbotic on December 15, 2023 and pursuant to the terms of the Transition Agreement, the Class V-1 common stock will continue to vest while Mr. Ernst continues to serve as a consultant to Symbotic’s Chief Executive Officer and Chief Financial Officer through September 28, 2024. (3) Represents the unvested portion of the RSUs that vest as follows: 1/3 of the RSUs vest on February 6, 2024, and 1/12 of the RSUs vest quarterly thereafter, subject to Mr. Ernst’s continued service with Symbotic through each of the applicable vesting dates. Following Mr. Ernst’s retirement from Symbotic on December 15, 2023 and pursuant to the terms of the Transition Agreement, the RSUs will continue to vest while Mr. Ernst continues to serve as a consultant to Symbotic’s Chief Executive Officer and Chief Financial Officer through September 28, 2024. (4) Represents the unvested portion of the PSUs granted to Mr. Ernst . The performance period for the PSUs is from September 25, 2022 (the beginning of fiscal year 2023) to September 27, 2025 (the end of fiscal year 2025). The PSUs vest on the date on which the compensation committee determines the number of earned PSUs following the end of the performance period, subject to Mr. Ernst’s continued service with Symbotic through the vesting date. The PSUs were forfeited by Mr. Ernst upon Mr. Ernst’s retirement from Symbotic on December 15, 2023. (5) Represents the unvested portion of the RSUs granted to Mr. Odisho pursuant to the terms of his employment offer letter. The RSUs vest as follows: 1/3 of the RSUs vest on April 23, 2024, and 1/12 of the RSUs vest quarterly thereafter, subject to Mr. Odisho’s continued service with Symbotic through each of the applicable vesting dates.

  17. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control As discussed under “Incentive Compensation Plan and ESPP—Incentive Compensation Plan—Change of Control,” equity awards held by the NEOs vest upon certain terminations of employment or in the event that certain awards are not assumed or substituted in connection with a change of control. Pursuant to the Loparco Offer Letter, without taking into effect the actual severance payments due under the Separation Agreement, upon a termination of Mr. Loparco’s employment without cause or for good reason (in each case, as defined in the Loparco Offer Letter), Mr. Loparco is entitled, subject to execution of a release of claims, to (i) 18 months of continued base salary payments; (ii) 12 months of medical benefits continuation; and (iii) an additional severance payment equal to his prorated target bonus as of the termination date. If Mr. Loparco’s termination of employment without cause or for good reason occurs within six months following a change of control (as defined in the Loparco Offer Letter), Mr. Loparco would instead be entitled, subject to execution of a release of claims, to (i) 18 months of continued base salary payments; (ii) 18 months of medical benefits continuation; (iii) an additional severance payment equal to his target bonus as of the termination date; and (iv) immediate vesting in full of the equity awards Mr. Loparco received in August 2022, with any performance based vesting conditions deemed earned at the actual performance level for any completed performance periods and at 100% of the target level for any incomplete performance periods. For a summary of the Separation Agreement that Symbotic and Mr. Loparco entered into in connection with his resignation, see “Executive Offer Letters and Separation Agreement” above. Pursuant to the Ernst Offer Letter, without taking into effect the actual severance payments due under the Transition Agreement, upon a termination of Mr. Ernst’s employment without cause (as defined in the non-competition agreement between Mr. Ernst and Symbotic LLC), Mr. Ernst is entitled to 12 months of continued base salary payments, subject to Mr. Ernst’s execution of a release of claims. For a summary of the Transition Agreement that Symbotic and Mr. Ernst entered into in connection with his retirement, see “Executive Offer Letters and Separation Agreement” above. Symbotic intends to adopt an Executive Severance Plan to ensure that it will have the dedication of key executives of the company, including in connection with a future change in control of Symbotic. Symbotic expects that the Executive Severance Plan will provide market competitive severance benefits to members of senior management who experience a termination of employment without cause or a resignation for good reason. The terms of any Executive Severance Plan have not yet been determined.

  18. Director Compensation

    Director Compensation

  19. Director Compensation

    Director Compensation The following table presents the total compensation for each person who served as a non-employee member of Symbotic’s board of directors during the fiscal year ended September 30, 2023. Our board of directors adopted a non-employee director compensation program effective as of July 1, 2022 and, as such, the amounts set forth below reflect payments made for the quarter after the program became effective. Other than as set forth in the table and described below, 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 Symbotic’s board of directors for their services in fiscal year 2023 as directors of Symbotic.

  20. Director Compensation

    | | Fees Earned | Stock | Option | | | | or Paid in Cash | Awards | Awards | Total | | Name | ($) | ($)(1)(2)(3) | ($) | ($) | | Richard Cohen | — | — | — | — | | Rollin Ford | 65,000 | 167,361 | — | 232,361 | | Charles Kane | 70,000 | 167,361 | — | 237,361 | | Todd Krasnow | 65,000 | 167,361 | — | 232,361 | | Vikas Parekh(4) | — | — | — | — | | Daniela Rus | 29,166 | 167,361 | — | 196,527 | | Merline Saintil | 67,500 | 167,361 | — | 234,861 |

  21. Director Compensation

    (1) Amounts shown reflect the full grant date fair value on the date of grant calculated in accordance with FASB ASC Topic 718 of shares of our Class A common stock granted to the directors in fiscal year 2023. (2) As of September 30, 2023, the aggregate number of shares subject to outstanding equity awards held by our non-employee directors was:

  22. Director Compensation

    | | Shares Underlying | | Name | Stock Awards(a) | | Rollin Ford | 10,447 | | Charles Kane | 10,447 | | Todd Krasnow | 10,447 | | Vikas Parekh | — | | Daniela Rus | 10,447 | | Merline Saintil(b) | 45,447 |

  23. Director Compensation

    (a) Represents the number of shares underlying any outstanding unvested RSU award. (b) Ms. Saintil received an equity award of 52,500 RSUs on August 17, 2022 pursuant to the terms of her invitation to serve as a member of the Warehouse advisory board on October 20, 2021 in anticipation of the Business Combination and Symbotic becoming a public company, and in recognition of her contributions while serving on the board of advisors. The RSUs vest as follows: 1/3 of the RSUs vest on each of October 20, 2022, October 20, 2023 and October 20, 2024, subject to Ms. Saintil continued service with Symbotic through each of the applicable vesting dates. (3) Each of Messrs. Ford, Kane and Krasnow and Mses. Rus and Saintil received an equity award of 10,447 RSUs on March 1, 2023 pursuant to the terms of the non-employee director compensation program described below. Each RSU award vests upon the earlier of March 1, 2024, the date of the 2024 annual meeting of stockholders or a change of control of Symbotic, subject to the director’s continued service through each of the applicable vesting dates. (4) Mr. Parekh has declined to receive any compensation as a director of Symbotic. Our board of directors has adopted a non-employee director compensation program effective as of July 1, 2022 that entitles our non-employee directors to a cash retainer for service on the board of directors 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 the last regularly scheduled Symbotic 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 of directors. The fees payable to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member were as follows for the fiscal year ended September 30, 2023:

  24. Director Compensation

    | | Member Annual Fee ($) | Chair Annual Fee ($) | | Board of Directors | 50,000 | 100,000 | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 7,500 | 15,000 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 |

  25. Director Compensation

    In addition, 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 of stockholders in conjunction with his or her election or reelection to the board. The annual grant will have a grant fair value equal to $175,000 and will vest upon the earlier of one year from the grant date, the next annual meeting of stockholders or a change of control of Symbotic. In addition, upon a director’s initial appointment or election to the board of directors, the direction will receive RSUs with a grant fair value equal to $350,000 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 of directors and any committee of our board of directors on which he or she serves.