DEF 14A of Symbotic Inc., Jan 17, 2025

DEF 14A of Symbotic Inc.

Filed Jan 17, 2025 · FY20240000950170-25-006714

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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 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 of directors has recommended, and the board of directors 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 2026 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 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 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.

  2. Nominees for Director

    Nominees for Director The names, ages of the nominees as of January 17, 2025, 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.

  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* | 72 | 2022 | 2025 | | | | | | Rollin Ford | 62 | 2022 | 2025 | ✓ | ✓ | | ✓ | | Charles Kane | 67 | 2022 | 2025 | ✓ | Chair | | | | Todd Krasnow | 67 | 2022 | 2025 | ✓ | | Chair | | | Vikas Parekh | 42 | 2022 | 2025 | ✓ | ✓ | | ✓ | | Daniela Rus | 61 | 2023 | 2025 | ✓ | | ✓ | | | Merline Saintil | 48 | 2022 | 2025 | ✓ | | ✓ | Chair |

  4. Nominees for Director

    * 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:

  5. 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 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.

  6. 2024 Compensation Highlights

    2024 Compensation Highlights 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. Base salary is provided at a market-competitive level to reflect an individual NEO’s experience, role and responsibilities. Annual cash incentives reward the achievement of short-term goals, while long-term equity incentives drive our NEOs to focus on long-term sustainable stockholder value creation. 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 2024. Our CEO has chosen not to receive a base salary and does not receive any bonus payments, equity awards, or other incentive compensation. Other NEO Compensation Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for the NEOs (other than Mr. Cohen) for fiscal year 2024: Base Salaries. 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. Ms. Hibbard's base salary for fiscal year 2024 was $600,000 and each of Messrs. Dufresne, Dramalis and Boyd had a base salary of $450,000. Mr. Ernst’s base salary rate prior to his retirement was $375,000. • Short-Term Incentive Plan ("STIP"). Our NEOs have the opportunity to earn a performance-based annual cash bonus. Actual bonus payouts depend on the achievement of pre-determined financial goals and advancement of strategic priorities. For the fiscal year ended September 28, 2024, based on our performance results, bonuses for the NEOs were earned at 51.5% of target. • Long-Term Equity Incentives. The Compensation Committee may grant long-term equity incentive awards in the form of Restricted Stock Units ("RSUs") and Performance-Based Restricted Stock Units ("PSUs") pursuant to the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan (the “Plan”) in such amounts and subject to such terms and conditions as the Compensation Committee may determine. In fiscal year 2024, the annual grants for senior executives, including the NEOs other than Mr. Ernst, were made in late January 2024 and were comprised of a mix of 67% RSUs and 33% PSUs. o RSUs. The Compensation Committee granted RSUs that 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. o PSUs. The performance goals for the PSUs were based on the achievement of Revenue and Adjusted Free Cash Flow(1) targets over fiscal years 2024 through 2026, with 30% of the PSUs earned based on performance in fiscal year 2024 and 70% of the total PSUs earned based on performance over fiscal years 2024 through 2026. • One-Time RSUs. In addition to the annual long-term equity grants described above, certain executives, including Messrs. Dufresne, Dramalis and Boyd, chose to receive a one-time grant of time-based RSUs, with a target value of $300,000 in lieu of a cash bonus for fiscal year 2023. The RSUs 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. (1) Adjusted Free Cash Flow is not prepared in accordance with GAAP. We define Adjusted Free Cash Flow as Adjusted EBITDA less purchases of property and equipment and capitalization of internal use software development costs.

  7. Executive Compensation Decision-Making Process

    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 of directors. 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 of directors, 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's 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. The CEO is excluded from any discussions about his own compensation, ensuring complete independence. Final determinations regarding the CEO’s compensation are made solely by the independent members of the board of directors, 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 has hired Pearl Meyer & Partners, LLC "Pearl Meyer") as its independent compensation consultant. Pearl Meyer reports directly to the Compensation Committee. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules. The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting fiscal year 2024 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Compensation Committee considered publicly-available data for a group of peer companies (the, "2024 Compensation Peer Group") listed below along with industry specific survey data, where appropriate. The 2024 Compensation Peer Group was selected primarily on the basis of (i) operating in a comparable or tangential industry with a focus on robotics, automation and/or artificial intelligence, or providing software-oriented services; (ii) revenue projections between $650M and $6B; and (iii) market caps in the range of $8B to $80B.

  8. Executive Compensation Decision-Making Process

    | 2024 Compensation Peer Group | | | ANSYS, Inc. | HubSpot, Inc. | | Aspen Technology, Inc. | Manhattan Associates, Inc. | | Autodesk, Inc. | MongoDB, Inc. | | Bentley Systems, Incorporated | Palantir Technologies, Inc. | | Cadence Design Systems, Inc. | PTC Inc. | | Cloudflare, Inc. | Samsara Inc. | | Cognex Corporation | Snowflake Inc. | | CrowdStrike Holdings, Inc, | Splunk Inc. | | Datadog, Inc. | Teradyne Inc. | | Dynatrace, Inc. | The Trade Desk, Inc. |

  9. STIP

    STIP Annual cash bonuses are paid to align NEO compensation with performance for the fiscal year and are paid under the STIP. Actual payouts depend on the achievement of pre-determined financial performance objectives and advancement of strategic priorities and can range from 0% to 150% of target award amounts. Target annual bonus opportunities are expressed as a percentage of base salary and were established by the level of responsibility of the NEO and their ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. See “Fiscal Year 2024 Annual Cash Bonus Payouts” below for information about target award opportunities for fiscal year 2024. Fiscal Year 2024 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 2024, our performance for purposes of determining annual cash bonus was measured using a combination of financial and non-financial metrics as follows:

  10. STIP

    | Performance Metric | Weight | Rationale | | Adjusted EBITDA(1) | 50% | Underscores the critical focus on profitability and efficient management of operational costs, ensuring that executives are rewarded for delivering sustainable earnings | | Net Revenue | 30% | Reflects the importance of driving top-line expansion as a 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 |

  11. STIP

    (1) Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is a non-GAAP measure as defined in our 2024 Annual Report. 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 2024 goals, as well as actual results.

  12. STIP

    | Payout Level | % of Target | Fiscal Year 2024 Company Performance Measures & Results | | | | | | Adjusted EBITDA | Net Revenue | Customer Experience | | | | (50% Weighting) | (30% Weighting) | (20% Weighting) | | Maximum | 150% | $172.5M | $1,947M | Discretionary (2) | | Target | 100% | $150M | $1,770M | | | Threshold | 50% | $127.5 M | $1,593M | | | Actual Results (1) | | $61.7 M | $1,788M | | | | | 41.1% of Target | 101.0% of Target | 100.0% of Target | | Payout Level % | | 0.0% of Target | 105.1% of Target | 100.0% of Target | | Funded Amount | | 51.5 % of Target | | |

  13. STIP

    (1) The actual percent of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. (2) Customer Experience was evaluated at 100% of target, reflecting a balanced consideration of key performance factors throughout the year and our strategic focus on maintaining strong relationships with existing customers while effectively engaging new ones. Although feedback occasionally varied, the overall results demonstrated sustained trust and positive long-term satisfaction with our solutions. The STIP also includes an individual performance modifier that may be applied at the Compensation Committee’s discretion based on the individual performance of the NEO. The Compensation Committee may decide to adjust each STIP of a NEO 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 2024, the Compensation Committee approved unadjusted payouts for the NEOs as shown in the table below. Fiscal Year 2024 Annual Cash Bonus Payouts. Based on the above financial performance results, the following table lists the actual bonuses paid to each of the NEOs for fiscal year 2024 (and paid in fiscal year 2025):

  14. STIP

    | Name | Fiscal Year 2024 Base Salary (1) | Bonus Target (% of Base Salary) | Bonus Target ($) | Company Performance Results (%) | Individual Modifier (%) | Actual Award Payout ($) | Actual Award (as a % of Target) | | Richard B. Cohen (2) | — | — | — | — | — | — | — | | Carol Hibbard | $553,846 | 85% | $470,769 | 51.5% | 100% | $242,446 | 51.5% | | George Dramalis (3) | $436,538 | 50% | $218,269 | 51.5% | N/A | N/A | N/A | | Corey Dufresne | $423,077 | 50% | $211,539 | 51.5% | 100% | $108,942 | 51.5% | | Bill Boyd | $423,077 | 50% | $211,539 | 51.5% | 100% | $108,942 | 51.5% | | Thomas Ernst (4) | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

  15. STIP

    Base Salary is comprised of pro-ration of salary amounts due to start date or increases within the fiscal year. (2) Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman, President or CEO for fiscal year 2024. (3) Mr. Dramalis retired on October 31, 2024, and was ineligible for STIP payment based on the terms of the program. (4) Mr. Ernst retired from his positions as chief financial officer and treasurer effective as of December 15, 2023. He was not eligible for an STIP award in fiscal year 2024.

  16. Long-Term Equity Incentives

    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 Plan. For fiscal year 2024, the equity awards granted were delivered in two forms, as described below:

  17. Long-Term Equity Incentives

    | PSUs | The PSUs generally vest subject to continued employment, on the third anniversary of the grant date, to the extent the performance-vesting conditions of the PSUs are met. | | RSUs | 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. |

  18. Long-Term Equity Incentives

    In fiscal year 2024, the annual equity grants were made to our NEOs (other than Ms. Hibbard) in January 2024 and were a mix of 33% PSUs and 67% RSUs (based on grant date fair value). The Compensation Committee may adjust the mix of PSUs and RSUs granted, as well as the performance metrics used and the performance periods, for future awards granted under the Plan. In lieu of an annual equity award, Ms. Hibbard received a one-time, new-hire award in November 2023 upon her appointment as our Chief Financial Officer. The 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 2024 PSUs and RSUs granted to our other NEOs.

  19. Target Long-Term Equity Incentive Award Grants

    Target Long-Term Equity Incentive Award Grants In determining the size of each equity award granted, the Compensation Committee considers a variety of factors, including benchmarking data on competitive long-term incentive values, the percentage of long-term incentive value to be allocated to PSUs and RSUs, and the position of the NEO. The actual number of PSUs and RSUs granted is calculated by dividing the target award value by the 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 2024 for each of the NEOs:

  20. Target Long-Term Equity Incentive Award Grants

    | Name | Target Award Value ($) | PSUs (at Target) (1) | | RSUs (2) | | | | | # of Units | Grant Date Fair Value ($)(3) | # of Units | Grant Date Fair Value ($)(3) | | Richard B. Cohen (4) | — | — | — | — | — | | Carol Hibbard (5) | $10,000,000 | 85,514 | $4,137,167 | 171,027 | $6,312,607 | | George Dramalis(6) | $2,000,000 | 14,248 | $689,318 | 28,497 | $1,289,204 | | Corey Dufresne(6) | $2,000,000 | 14,248 | $689,318 | 28,497 | $1,289,204 | | Bill Boyd(6) | $2,000,000 | 14,248 | $689,318 | 28,497 | $1,289,204 | | Thomas Ernst (7) | N/A | N/A | N/A | N/A | N/A |

  21. Target Long-Term Equity Incentive Award Grants

    (1) Earned PSUs vest based on the performance criteria described in the next section, “A Closer Look at PSUs.” (2) 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. (3) Grant date fair values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") and may differ from the intended target values. See Note 21 to our consolidated financial statements included in our 2024 Annual Report for assumptions used to calculate our stock awards. (4) Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman, President and CEO for fiscal year 2024. (5) Represents the one-time, new-hire equity award granted in lieu of an annual equity award upon Ms. Hibbard’s appointment as our Chief Financial Officer. (6) RSUs and corresponding Grant Date Fair Value exclude the one-time RSUs granted to Messrs. Dufresne, Dramalis and Boyd as described below under "One-Time RSUs." (7) Mr. Ernst retired from his positions as chief financial officer and treasurer effective as of December 15, 2023. He did not receive a long-term equity incentive award in 2024. A Closer Look at PSUs For fiscal year 2024, the performance goals for the PSUs were based on the achievement of Revenue and Adjusted Free Cash Flow(1) 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:

  22. Target Long-Term Equity Incentive Award Grants

    | PSU Weight | Performance Metrics | Weight | Performance Period | Award Payout | | 70% | Cumulative Revenue(2) | 50% | FY24 – FY26 | Any awards earned will vest after the end of the three-year period | | | Cumulative Adjusted Free Cash Flow(3) | 50% | | | | 30% | Revenue | 50% | FY24 | Any awards earned will vest on the third anniversary of the grant date | | | Adjusted Free Cash Flow | 50% | | |

  23. Target Long-Term Equity Incentive Award Grants

    Adjusted Free Cash Flow is not prepared in accordance with GAAP. We define Adjusted Free Cash Flow as Adjusted EBITDA less purchases of property and equipment and capitalization of internal use software development costs. We define Cumulative Revenue as total revenue over a three-year period. Cumulative Adjusted Free Cash Flow is not prepared in accordance with GAAP. We define Cumulative Adjusted Free Cash Flow as Adjusted Free Cash Flow over a three-year period. The portion of the PSUs that is earned is based on the achievement of the following performance goals for the performance metrics as follows:

  24. Target Long-Term Equity Incentive Award Grants

    | Payout Level | Award Earned (as % of Target PSUs Granted) | 2024 Performance Metrics and Performance Goals | | | | | Revenue | Adjusted Free Cash Flow | | | | (as a % of Target Performance Goal) | (as a % of Target Performance Goal) | | Maximum | 150% | 110% or greater | 125% or greater | | Target | 100% | 100% | 100% | | Threshold | 50% | 90% | 75% | | Below Threshold | 0% | Less than 90% | Less than 75% |

  25. Target Long-Term Equity Incentive Award Grants

    PSUs Earned for Fiscal Year 2024 Based on the results, the Compensation Committee determined that 52.5% of the target PSUs for the fiscal year 2024 portion of the award (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.

  26. Target Long-Term Equity Incentive Award Grants

    | Payout Level | Award Earned (as % of Target PSUs Granted) | 2024 Performance Metrics and Performance Goals | | | | | Revenue | Adjusted Free Cash Flow | | | | (50% Weight) | (50% Weight) | | Maximum | 150% | $1,947M | $172.5M | | Target | 100% | $1,770M | $138M | | Threshold | 50% | $1,593M | $103.5M | | Below Threshold | 0% | — | — | | Actual Results(1) | | $1,788M | $17M | | | | 101% of Target | 12% of Target | | Funded Amount | | 52.5 % of Target | |

  27. Target Long-Term Equity Incentive Award Grants

    (1) The actual percent of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. As a result, the NEOs earned the following actual PSUs for the fiscal year 2024 portion of the award:

  28. Target Long-Term Equity Incentive Award Grants

    | Name | 30% of Target PSUs Granted | Actual PSUs Earned | | Richard B. Cohen(1) | — | — | | Carol Hibbard | 25,654 | 13,468 | | George Dramalis (2) | 4,274 | 2,243 | | Corey Dufresne | 4,274 | 2,243 | | Bill Boyd | 4,274 | 2,243 |

  29. Target Long-Term Equity Incentive Award Grants

    (1) Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman, President and CEO for fiscal year 2024. (2) Actual PSUs earned by Mr. Dramalis that settle on the third anniversary of the grant date will be pro-rated based on his retirement date according to the terms of the grant agreement. One-Time RSUs In January 2024, in addition to the annual long-term equity grant described above, certain executives, including Messrs. Dufresne, Dramalis and Boyd, chose to receive a one-time grant of time-based RSUs, with a target value of $300,000 in lieu of a cash bonus for fiscal year 2023. The RSUs 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.

  30. Practices Related to the Grant of Certain Equity Awards

    Practices Related to the Grant of Certain 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, we have no specific policy or practice on the timing of awards of such options in relation to our disclosure of material nonpublic information. In the event we determine to grant new awards of such options, the board of directors will evaluate the appropriate steps to take in relation to the foregoing.

  31. Severance and Change-in-Control Agreements

    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 28, 2024.

  32. Employment Agreements

    Employment Agreements William Boyd. Mr. Boyd executed an offer letter dated February 10, 2020 with Symbotic Holdings LLC (f/k/a Warehouse Technologies LLC). He was granted an equity award of Class C units of Warehouse with an estimated value of $3.5 million. The put right that was granted to Mr. Boyd in his offer letter was terminated upon the Closing. Mr. Boyd is not eligible to participate in any of our severance plans or benefit programs. He is subject to a non-compete agreement. George Dramalis. Mr. Dramalis executed an offer letter dated June 17, 2020 with us. Mr. Dramalis retired on October 31, 2024. Mr. Dramalis was eligible to participate in our benefit programs. Pursuant to his offer letter, upon termination of employment without cause (as defined in his non-competition agreement) and subject to the execution and non-revocation of a general release, he is entitled to 12 months of severance at his then-current base salary. He is subject to a non-compete agreement. Pursuant to a consulting agreement dated October 31, 2024 between Mr. Dramalis and us, Mr. Dramalis agreed to perform certain services to us through May 30, 2025. As compensation, his equity granted pursuant to the incentive unit agreements between Mr. Dramalis and Warehouse dated May 15, 2020 and March 3, 2021, respectively, will continue to vest while he provides consulting services to us. Corey Dufresne. Pursuant to an offer letter dated November 7, 2011 between Mr. Dufresne and Symbotic LLC (f//k/a Casepick Systems, LLC), he serves as our General Counsel. Mr. Dufresne is eligible to participate in our benefit programs and is subject to a non-compete agreement. Pursuant to a Separation & Severance Agreement dated April 1, 2014 ("Severance Agreement") between Mr. Dufresne and us, if Mr. Dufresne’s employment with us is terminated either by us other than for Cause (defined in the Severance Agreement) or by Mr. Dufresne for Good Reason (defined in the Severance Agreement), subject to Mr. Dufresne’s execution and non-revocation of a general release, we will provide him with (i) medical benefits continuation for a period of 12 months through premium reimbursement and (ii) 12 months of severance at his then-current annual base salary. Carol Hibbard. Pursuant to an offer letter dated September 17, 2023 between Ms. Hibbard and us "Hibbard Offer Letter") Ms. Hibbard’s employment commenced effective as of October 23, 2023, initially serving as Chief Financial Officer designate until she assumed the roles of our Chief Financial Officer, Treasurer, principal financial officer and principal accounting officer effective December 15, 2023. Ms. Hibbard held the role of principal accounting officer through April 15, 2024. Ms. Hibbard’s base salary is $600,000, and she is eligible for an annual performance bonus target of 85% of her base salary under our annual cash bonus program. Ms. Hibbard received a sign-on cash bonus of $300,000, half of which was paid one month after she started, and the other half was paid one year after she started. The sign-on cash bonus is subject to repayment if Ms. Hibbard’s service terminates for Cause (as defined in the Hibbard Offer Letter) or without Good Reason (as defined in the Hibbard Offer Letter) within two years. Ms. Hibbard also received an equity award comprised of RSUs and PSUs with an aggregate target value of $10,000,000. Two-thirds of the equity awards is in the form of RSUs 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. The remaining one-third of the equity awards is in the form of PSUs that will vest, subject to Ms. Hibbard’s continued employment with us, on the third anniversary of the grant date, to the extent the performance-vesting conditions of the PSU are met. Ms. Hibbard was also eligible for relocation services and temporary housing reimbursement of up to $6,000 per month for six months after she started and executive financial planning assistance of up to $15,000 per year for the first two years of her employment and to participate in our benefit programs. If Ms. Hibbard’s employment with us is terminated either by us other than for Cause or by Ms. Hibbard for Good Reason, subject to Ms. Hibbard’s execution 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 12 months, either through premium reimbursement or continuation of benefits at our discretion and (ii) 12 months of severance at Ms. Hibbard’ then-current annual base salary. She is also subject to a non-compete agreement.

  33. Summary Compensation Table

    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 28, 2024, September 30, 2023, and September 24, 2022. Mr. Cohen did not receive any additional compensation for services provided as a director in fiscal year 2024.

  34. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Richard B. Cohen | 2024 | — | — | — | — | — | — | | Chief Executive Officer | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Carol Hibbard(5) | 2024 | 553,846 | 150,000 | 10,449,774 | 242,446 | 93,522 | 11,489,588 | | Chief Financial Officer | | | | | | | | | Corey Dufresne | 2024 | 423,077 | — | 2,268,556 | 108,942 | 315,703 | 3,116,278 | | SVP & General Counsel | | | | | | | | | George Dramalis(6) | 2024 | 436,538 | — | 2,268,556 | — | 219,281 | 2,924,375 | | Former Chief Technology Officer | | | | | | | | | Bill Boyd | 2024 | 423,077 | — | 2,268,556 | 108,942 | 228,473 | 3,029,048 | | Chief Strategy Officer | | | | | | | | | Thomas Ernst(7) | 2024 | 86,538 | — | — | — | 406,093 | 492,631 | | Former Chief Financial | 2023 | 375,000 | | 2,185,126 | | 88,801 | 2,648,927 | | Officer | 2022 | 375,000 | 187,500 | | | 92,178 | 654,678 |

  35. Summary Compensation Table

    (1) For Ms. Hibbard, “Bonus” consists of a $150,000 sign-on bonus. (2) This column reflects the aggregate grant date fair value computed in accordance with ASC Topic 718 for RSUs and PSUs, rather than the amount paid to or realized by the NEO. 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 ASC Topic 718 (excluding the effects of estimated forfeitures) and assumes that all PSUs will be earned during the term of the grant. Assuming that the maximum level of performance conditions is achieved, the PSU award values would be $7,635,093. See Note 21 to our consolidated financial statements included in our 2024 Annual Report for assumptions used to calculate our stock awards. (3) Non-Equity Incentive Plan Compensation consists of the STIP. (4) For fiscal year 2024, consists of 401(k) plan employer contributions and benefits provided pursuant to the Member Program, as discussed in greater detail above in “Other Benefits and Perquisites,” including the annual tax preparation allowance, member adjustments and tax payments paid to holders of Symbotic Holdings LLC units and Class C Units. For Mr. Ernst in fiscal year 2024, consists of the severance benefits payable in connection with his Transition Agreement including $12,456 in COBRA payments and $323,298 in severance payments, $4,546 in 401(k) plan employer contributions, $238 in group life insurance, $15,555 in Member Program payments and $50,000 in payments related to his Consulting Agreement. For Ms. Hibbard, consists of $50,539 in relocation benefits, $30,000 in temporary housing reimbursement, $11,077 in 401(k) plan employer contributions, and $1,905 in group life insurance. For Mr. Dufresne, consists of $9,775 in 401(k) plan employer contributions, $1,104 in group life insurance and $304,824 in Member Program payments. For Mr. Dramalis, consists of $6,092 in 401(k) plan employer contributions, $3,168 in group life insurance and $210,021 in Member Program payments. For Mr. Boyd, consists of $228,473 in Member Program payments. (5) On December 15, 2023, Ms. Hibbard was appointed our Chief Financial Officer. (6) Mr. Dramalis served as our chief technology officer from July 26, 2020, until October 31, 2024. Mr. Ernst served as our chief financial officer from September 10, 2020, until December 15, 2023.

  36. Fiscal Year 2024 Grants of Plan-Based Awards

    Fiscal Year 2024 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 28, 2024.

  37. Fiscal Year 2024 Grants of Plan-Based Awards

    | | Grant date | Approval Date(1) | Estimated future payouts under non-equity incentive plan awards(2) | | | 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 awards($)(3) | | | | | Threshold (#) | Target (#) | Maximum (#) | Threshold (#) | Target (#) | Maximum (#) | | | | Richard B. Cohen(4) | | | | | | | | | | | | Carol Hibbard | 11/3/23 | | 235,384 | 470,769 | 706,154 | | | | | 4,137,167 | | | 11/3/23 | | | | | 42,757 | 85,514 | 128,271 | 171,027 | 6,312,607 | | Corey Dufresne(5) | 1/23/24 | 1/9/24 | 105,770 | 211,539 | 317,309 | | | | | 689,318 | | | 1/23/24 | 1/9/24 | | | | 7,124 | 14,248 | 21,372 | 34,908 | 1,579,238 | | George Dramalis(5) | 1/23/24 | 1/9/24 | 109,135 | 218,269 | 327,404 | | | | | 689,318 | | | 1/23/24 | 1/9/24 | | | | 7,124 | 14,248 | 21,372 | 34,908 | 1,579,238 | | Bill Boyd(5) | 1/23/24 | 1/9/24 | 105,770 | 211,539 | 317,309 | | | | | 689,318 | | | 1/23/24 | 1/9/24 | | | | 7,124 | 14,248 | 21,372 | 34,908 | 1,579,238 | | Tom Ernst(6) | | | | | | | | | | |

  38. Fiscal Year 2024 Grants of Plan-Based Awards

    (1) The “Approval Date” refers to the date on which the Compensation Committee approved the grants reported in the table. (2) The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column, sub-column "Threshold," reflect the threshold payment level for each of the NEOs under STIP. The amounts reported in the "Maximum" sub-column reflect that for fisacl year 2024, the program provided the potential to earn a maximum of 150% of target. The specific components of the STIP are described in the “STIP” section of the CD&A. Non-equity incentive plan awards actually paid by us for services rendered in fiscal year 2024 are reported in the “Non-Equity Incentive Plan Compensation” column of the “2024 Summary Compensation Table” above. (3) Stock award values were computed in accordance with ASC Topic 718. (4) Mr. Cohen did not receive any cash or equity compensation from us for his services as our Chairman, President and CEO for fiscal year 2024. (5) All other stock awards to Messrs. Dufresne, Dramalis and Boyd include a one-time grant of time-based RSUs, with a target value of $300,000. The NEOs' RSUs 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, subject to continued employment. The NEOs' PSUs generally vest, subject to continued employment, on the third anniversary of the grant date, to the extent the performance-vesting conditions of the PSUs are met. Mr. Ernst retired from his positions as chief financial officer and treasurer effective as of December 15, 2023. He did not receive a long-term equity incentive award in fiscal year 2024.

  39. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year End

    Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year End The following table provides information regarding outstanding equity awards held by our NEOs as of September 28, 2024.

  40. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year End

    | 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) | -- | -- | -- | -- | -- | | Carol Hibbard | 11/3/2023 | 171,027 | $4,364,609 | | | | | 11/3/2023 | | | 85,514 | $2,182,317 | | Corey Dufresne | 1/23/2023 | 52,956 | $1,351,437 | | | | | 1/23/2023(4) | | | 52,952 | $1,351,335 | | | 1/23/2024 | 34,908 | $890,852 | | | | | 1/23/2024(5) | | | 14,248 | $363,609 | | George Dramalis | 5/15/2020(6) | 78,723 | $2,009,016 | | | | | 3/3/2021(6) | 68,354 | $1,744,404 | | | | | 8/17/2022(7) | 770,000 | $19,650,400 | | | | | 1/23/2023 | 52,956 | $1,351,437 | | | | | 1/23/2023(5) | | | 52,952 | $1,351,335 | | | 1/23/2024 | 34,908 | $890,852 | | | | | 1/23/2024(4) | | | 14,248 | $363,609 | | Bill Boyd | 5/15/2020(8) | 78,723 | $2,009,016 | | | | | 3/3/2021(9) | 68,354 | $1,744,404 | | | | | 1/23/2023 | 52,956 | $1,351,437 | | | | | 1/23/2023(5) | | | 52,952 | $1,351,335 | | | 1/23/2024 | 34,908 | $890,852 | | | | | 1/23/2024(4) | | | 14,248 | $363,609 | | Tom Ernst(10) | | | | | |

  41. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year End

    (1) Unless otherwise indicated, RSUs generally vest over three years, with the first one-third vesting on the one-year anniversary of the grant date, and the remainder vesting in eight equal quarterly installments thereafter, subject to the continued employment of the NEO through such vesting date. (2) Represents the fair market value of unvested and unearned shares of our common stock as of September 27, 2024, the last trading day of fiscal year 2024, based upon the closing market price of our common stock on such date of $25.52 per share. (3) Mr. Cohen has not received any equity compensation from us for his services as our Chairman, President and CEO. (4) Represents shares issuable on settlement of fiscal year 2023 PSUs. Earned PSUs are determined by the Compensation Committee at the end of the three-year performance period based on the achievement of revenue and adjusted free cash flow targets over fiscal years 2023 through 2025. (5) Represents shares issuable on settlement of fiscal year 2024 PSUs. Earned PSUs are determined by the Compensation Committee at the end of the three-year performance period based on achievement of metrics as described above under "A Closer Look at PSUs." (6) Represents the shares of Class V-1 common stock subject to forfeiture that were issued to Mr. Dramalis 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 vest equally over five years commencing on May 15, 2020. After Mr. Dramalis' retirement from Symbotic on October 31, 2024, and pursuant to the terms of his consulting agreement, the Class V-1 common stock will continue to vest while Mr. Dramalis serves as a consultant to our CEO and Chief Technology Officer through May 15, 2025. This RSU award vested 100% on October 1, 2024. Represents the shares of Class V-1 common stock subject to forfeiture that were issued to Mr. Boyd 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 vested equally on October 22, 2021, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. Represents the shares of Class V-1 common stock subject to forfeiture that were issued to Mr. Boyd 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 vest equally over five years commencing on May 15, 2020. (10) Pursuant to the terms of the Transition Agreement, Mr. Ernst did not have any unvested shares at the end of fiscal year 2024.

  42. Fiscal Year 2024 Stock Vested

    Fiscal Year 2024 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 28, 2024.

  43. Fiscal Year 2024 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Richard B. Cohen(2) | | | | Carol Hibbard(3) | | | | Corey Dufresne | 76,698 | 3,502,489 | | George Dramalis | 200,026 | 9,168,458 | | Bill Boyd | 200,026 | 9,534,521 | | Tom Ernst | 243,648 | 9,050,879 |

  44. Fiscal Year 2024 Stock Vested

    (1) The value realized on vesting is based on the closing market price per share of our common stock on each vesting date, which ranged from $22.92 to $51.33 per share, multiplied by the number of shares that vested. (2) Mr. Cohen has not received any cash or equity compensation from us for his services as our Chairman, President and CEO. (3) Ms. Hibbard had no stock awards vest in fiscal year 2024.

  45. Potential Payments Upon a Termination or a Change in Control

    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" 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 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. 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 the last business day of fiscal year 2024, September 27, 2024, and a per share value of our common stock of $25.52, which is the closing market price per share of our Class A common stock on such date. 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.

  46. Potential Payments Upon a Termination or a Change in Control

    | 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 with a Change in Control | | | | | Cash Severance | Healthcare Benefits (1) | Cash Severance | Healthcare Benefits | Equity Acceleration | | Rick Cohen | — | — | — | — | — | | Carol Hibbard | $600,000 | $23,772 | $600,000 | $23,772 | $6,546,926 | | Corey Dufresne | $450,000 | $14,792 | $450,000 | $14,792 | $3,957,233 | | George Dramalis | — | — | — | — | — | | Bill Boyd | — | — | — | — | $3,957,233 | | Tom Ernst | — | — | — | — | — |

  47. Potential Payments Upon a Termination or a Change in Control

    (1) This column reflects the cost of medical benefits continuation for a period of 12 months, either through premium reimbursement or continuation of benefits.

  48. PAY VERSUS PERFORMANCE DISCLOSURE

    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 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 28, 2024, September 30, 2023, and September 24, 2022, along with the financial information required to be disclosed for each fiscal year.

  49. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | | | | Year-end value of $100 invested on September 25, 2021 in: | | | | | Year (1)(2) (3) | Summary Compensation Table Total for PEO $ | Compensation Actually Paid to PEO (4) $ | Summary Compensation Table Total for Former PEO $ | Compensation Actually Paid to Former PEO(4) $ | 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 (in millions)(6) $ | Revenue (in millions) (7) $ | | 2024 | — | — | — | — | 4,210,384 | (314,726) | 260.41 | 163.29 | (85) | 1,788 | | 2023 | — | — | 1,649,999 | (7,495,338) | 4,432,802 | 14,598,073 | 341.12 | 107.57 | (208) | 1,177 | | 2022 | — | — | 14,304,539 | 9,731,876 | 8,519,163 | 8,092,278 | 107.55 | 79.56 | (139) | 593 |

  50. PAY VERSUS PERFORMANCE DISCLOSURE

    1) The PEO in each covered fiscal year is Richard B. Cohen. Mr. Cohen served as our Chief Executive Officer for the duration of each covered fiscal year except from April 4, 2022 to November 19, 2022. 2) The Former PEO in 2022 and 2023 is Michael Loparco. Mr. Loparco served as our chief executive officer from April 4, 2022 to November 19, 2022. 3) Our non-PEO NEOs consists of the following executives in each covered fiscal year: a. 2024: Carol Hibbard, Corey Dufresne, George Dramalis, Bill Boyd, Thomas Ernst b. 2023: Thomas Ernst, Walter Odisho c. 2022: Thomas Ernst, Michael Dunn CAP to the PEO, the Former PEO, and non-PEO NEOs reflect certain adjustments from total compensation as reported in the Summary Compensation Table made in accordance with Item 401(v) as described in the table below. As discussed in the “Compensation Discussion and Analysis” section of this proxy statement, Mr. Cohen, our PEO, did not receive any compensation in any covered fiscal year. As such, the PEO’s CAP is $0 in each of the covered fiscal years. PEO and Former PEO Adjustments

  51. PAY VERSUS PERFORMANCE DISCLOSURE

    | | 2024 | 2023 | | 2022 | | | | PEO ($) | PEO ($) | Former PEO ($) | PEO ($) | Former PEO ($) | | Summary Compensation Table Total | — | — | 1,649,999 | — | 14,304,539 | | Adjustments for Equity Awards: | | | | | | | Minus value of “Stock Awards” reported in Summary Compensation Table | — | — | — | — | (13,718,000) | | Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | — | — | — | — | 9,145,337 | | Add fair value at vest of awards granted and vested during the covered fiscal year | — | — | — | — | — | | Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | — | — | — | — | — | | 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 | — | — | — | — | — | | Minus 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 | — | — | (9,145,337) | — | — | | Compensation Actually Paid (as calculated) | — | — | (7,495,338) | — | 9,731,876 |

  52. PAY VERSUS PERFORMANCE DISCLOSURE

    | Average of Non-PEO NEOs | 2024 | 2023 | 2022 | | | Average Non- PEO NEOs ($) | Average of Non- PEO NEOs ($) | Average of Non-PEO NEOs ($) | | Summary Compensation Table Total | 4,210,384 | 4,432,802 | 8,519,163 | | Adjustments for Equity Awards: | | | | | Minus value of “Stock Awards” reported in Summary Compensation Table | (3,451,088) | (3,823,978) | (7,835,389) | | Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 1,665,408 | 7,869,094 | 3,766,964 | | Add fair value at vest of awards granted and vested during the covered fiscal year | — | — | 2,542,709 | | Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | (2,376,039) | 4,507,052 | 1,151,867 | | 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 | 1,443,851 | 1,613,103 | 237,265 | | Minus 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 | (1,807,242) | — | (290,301) | | Compensation Actually Paid (as calculated) | (314,726) | 14,598,073 | 8,092,278 |

  53. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by our NEOs during the applicable years. Given a significant amount of CAP is dependent on our stock price at a specific point in time, it is important to note that the value could have been drastically different if other measurement dates were chosen. The amount of compensation actually realized may, in fact, be different from the amounts disclosed in the Pay Versus Performance Table. The peer group total shareholder return (“TSR”) set forth in this table utilizes the S&P 500 Information Technology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2024 Annual Report. The comparison assumes $100 was invested in both SYM and the S&P 500 Information Technology Index on September 25, 2021. TSR for each fiscal year in the table is the value of each of those $100 investments as of the date of our applicable fiscal year end. Historical stock price performance is not necessarily indicative of future stock price performance Reflects net income calculated in accordance with generally accepted accounting principles (“GAAP”) in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable fiscal year. Revenue, which is a GAAP financial measure, represents the most important financial performance measure used by us to link our performance to CAP to our NEOs, including our PEO, for the most recently completed fiscal year, as required pursuant to Item 402(v) of Regulation S-K. We believe that growing revenue is central to our ability to increase stockholder value. As such, we include revenue as a component in both our annual cash bonus plan and in our performance-based RSU program. We may determine a different financial performance measure to be the most important financial performance measure in future years. Relationships Between CAP and Select Financial Performance Measures The illustrations below provide a graphical description of CAP (as calculated in accordance with SEC rules) and the following measures: • Our cumulative TSR and the S&P 500 Information Technology Index cumulative TSR; • Our Net Income; and • Our Revenue. 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 CAP and Our Revenue 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 Company performance in fiscal year 2024. Of these measures, we have identified Revenue as the most important of our financial performance measures. Revenue; • Adjusted EBITDA*; and • Adjusted Free Cash Flow*. * Adjusted EBITDA and Adjusted Free Cash Flow are not prepared in accordance with GAAP. Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is defined in our 2024 Annual Report. We define Adjusted Free Cash Flow as Adjusted EBITDA less purchases of property and equipment and capitalization of internal use software development costs

  54. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  55. Director Compensation

    Director Compensation Our board of directors adopted a non-employee director compensation program 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 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 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 28, 2024:

  56. Director Compensation

    | | Member Annual Fee FY 2024 ($) | Member Annual Fee FY 2025 ($) | Chair Annual Fee FY 2024 ($) | Chair Annual Fee FY 2025 ($) | | Board of Directors | 50,000 | 50,000 | 100,000 | 130,000 | | Audit Committee | 10,000 | 10,000 | 20,000 | 25,000 | | Compensation Committee | 7,500 | 7,500 | 15,000 | 20,000 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 | 10,000 | 10,000 |

  57. Director Compensation

    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 the board of directors. In fiscal year 2024, the annual grant had a grant date fair value equal to $175,000 and in fiscal year 2025, the annual grant will have 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 of our control. In addition, upon a director’s initial appointment or election to the board of directors, the director receives RSUs with a grant date fair value equal to $400,000 that 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 the director serves. Our board of directors adopted an updated non-employee director compensation program, which became effective October 1, 2024. Other than as described above and as set forth in this 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 of directors for their services in fiscal year 2024 as our directors.

  58. Director Compensation

    | | Fees Earned | Stock | All Other | | | | or Paid in Cash | Awards | Compensation | Total | | Name | ($) | ($)(1)(2) | ($) | ($) | | Richard Cohen | — | — | — | — | | Rollin Ford | 65,000 | 166,176 | — | 231,176 | | Charles Kane | 70,000 | 166,176 | — | 236,176 | | Todd Krasnow | 65,000 | 166,176 | — | 231,176 | | Vikas Parekh(3) | — | — | — | — | | Daniela Rus(4) | 50,000 | 166,176 | 10,000 | 226,176 | | Merline Saintil | 67,500 | 166,176 | — | 233,676 |

  59. Director Compensation

    Amounts shown reflect the full grant date fair value on the date of grant calculated in accordance with ASC Topic 718 of shares of our Class A common stock granted to the directors in fiscal year 2024. As of September 28, 2024, the aggregate number of shares subject to outstanding equity awards held by our non-employee directors was:

  60. Director Compensation

    | | Shares Underlying | | Name | Stock Awards(a)(b) | | Rollin Ford | 4,060 | | Charles Kane | 4,060 | | Todd Krasnow | 4,060 | | Vikas Parekh | 4,060 | | Daniela Rus(c) | 17,991 | | Merline Saintil(d) | 21,560 |

  61. Director Compensation

    (a) Represents the number of shares underlying any outstanding unvested RSU award. (b) Each of Messrs. Ford, Kane and Krasnow and Mses. Rus and Saintil received an equity award of 4,060 RSUs on March 1, 2024 pursuant to the terms of the non-employee director compensation program described above. Each RSU award vests upon the earlier of March 1, 2025, the date of the Annual Meeting or upon a change in control, subject to the director’s continued service through the vesting date. (c) Ms. Rus received an equity award of 20,895 RSUs on March 1, 2023 pursuant to the terms of our non-employee director compensation program in connection with her initial election to our board of directors. The RSUs vest as follows: 1/3 on each of March 1, 2024, March 1, 2025 and March 1, 2026, subject to Ms. Rus’s continued service through the applicable vesting dates. (d) 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 and in recognition of her contributions to the advisory board. The RSUs vested as follows: 1/3 of the RSUs vested on each of October 20, 2022, October 20, 2023, and October 20, 2024. (3) Mr. Parekh has declined to receive any compensation for his services as our director. The amount represented in the “All Other Compensation” column includes compensation for serving as chair of our Technology Advisory Board.