Andrew Ross
Director at SYM
Board
About Andrew Ross
Andrew D. Ross, age 58, was appointed to Symbotic Inc.’s Board of Directors on August 26, 2025, concurrent with the Board increasing its size from eight to nine members. He is President of Parker-Hannifin Corporation (since January 2024) and previously served as Parker-Hannifin’s Chief Operating Officer (January 2023–January 2024), with prior leadership of the Fluid Connectors Group (2015–2022) and Engineered Materials Group (2012–2015). He holds a B.S. in Business Administration (University of Saint Francis), an Executive MBA (Case Western Reserve University), and an M.A. in Applied Communications (University of Michigan). Ross entered into Symbotic’s standard director indemnification agreement at appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker-Hannifin Corporation | President | Jan 2024–present | Leads global motion/control business; operating oversight of multi-division portfolio |
| Parker-Hannifin Corporation | Chief Operating Officer | Jan 2023–Jan 2024 | Enterprise operations leadership |
| Parker-Hannifin – Fluid Connectors Group | Vice President & President | Sep 2015–Dec 2022 | Head of group; growth and operations execution |
| Parker-Hannifin – Engineered Materials Group | Vice President & President | Jul 2012–Sep 2015 | Head of group operations |
External Roles
| Organization | Role | Tenure | Public Company Directorships |
|---|---|---|---|
| Parker-Hannifin Corporation | President (and former COO) | 1998–present (various roles; President since 2024) | None disclosed in SYM filings |
Board Governance
- Board size increased to nine; Ross appointed August 26, 2025; he will be compensated under Symbotic’s non‑employee director program and signed the standard director indemnification agreement. Committee assignment for Ross was not disclosed at appointment.
- Independence standards mirror SEC and Nasdaq rules; as of January 17, 2025, all directors other than the CEO were deemed independent (Ross was appointed later; independence for Ross not explicitly stated).
- Chair/CEO roles combined (Richard Cohen); no Lead Independent Director designated.
- Walmart has rights to recommend an independent director candidate and maintain a board observer, affecting governance dynamics.
Committee chairs and composition as of January 17, 2025 (pre‑Ross appointment):
| Committee | Chair | Members |
|---|---|---|
| Audit | Charles Kane | Charles Kane; Rollin Ford; Vikas Parekh |
| Compensation | Todd Krasnow | Todd Krasnow; Merline Saintil; Daniela Rus |
| Nominating & Corporate Governance | Merline Saintil | Merline Saintil; Rollin Ford; Vikas Parekh |
Attendance baseline:
- FY2024: Board met 10 times; each director attended ≥75% of board and committee meetings (Ross joined in FY2025; no attendance yet disclosed for him).
Fixed Compensation
Symbotic’s non‑employee director cash retainer and committee fee schedule:
| Fee Component | FY2024 ($) | FY2025 ($) |
|---|---|---|
| Board retainer (member) | 50,000 | 50,000 |
| Board chair | 100,000 | 130,000 |
| Audit Committee member | 10,000 | 10,000 |
| Audit Committee chair | 20,000 | 25,000 |
| Compensation Committee member | 7,500 | 7,500 |
| Compensation Committee chair | 15,000 | 20,000 |
| Nominating & Governance member | 5,000 | 5,000 |
| Nominating & Governance chair | 10,000 | 10,000 |
Note: Ross will be paid under this program; committee assignment not disclosed at appointment.
Performance Compensation
Director equity grants are time-based RSUs (no performance metrics), with the following program features:
| Equity Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (FY2025) | 265,000 | Vests upon earlier of one year, next annual meeting, or change of control | Granted at annual meeting |
| Initial RSU grant (upon first appointment/election) | 400,000 | 1/3 per year over three years | For newly appointed directors |
Performance metrics: None; director RSUs are not tied to Revenue/EBITDA/TSR.
Other Directorships & Interlocks
- Public company board roles for Ross: None disclosed in Symbotic filings.
- Industry interlock considerations: Ross is President of Parker-Hannifin (industrial motion/control). No related-party transactions with Parker-Hannifin are disclosed in Symbotic’s proxy; the “Certain Relationships and Related Party Transactions” section identifies Walmart and other specified arrangements, with no transactions beyond those listed.
Expertise & Qualifications
- Executive operator leading complex industrial businesses (Parker-Hannifin President; former COO).
- Multi-division leadership in engineered materials and fluid connectors.
- Education: B.S. (University of Saint Francis); Executive MBA (Case Western Reserve University); M.A. in Applied Communications (University of Michigan).
Equity Ownership
Initial beneficial ownership filing and policy alignment:
| Filing/Policy | Detail |
|---|---|
| Form 3 (Aug 28, 2025) | “No securities are beneficially owned.” Filed by attorney-in-fact; reflects zero initial holdings at appointment. |
| Insider trading/hedging/pledging | Company policy prohibits short sales, derivatives, hedging, margin purchases, and pledging of company stock for directors. |
Insider filings summary:
| Date | Form | Key Disclosure |
|---|---|---|
| Aug 28, 2025 | Form 3 | Initial statement of beneficial ownership; none owned at appointment; Power of Attorney filed. |
Governance Assessment
- Board structure: Combined Chair/CEO with no Lead Independent Director; investors often prefer a counterbalance for oversight—monitor whether Ross’s appointment changes committee independence balance or triggers lead director designation.
- Committee assignment: Not disclosed for Ross at appointment; clarity on committee placement (Audit/Comp/Nominating) will inform board effectiveness.
- Independence: Company applies SEC/Nasdaq standards; independence for Ross not explicitly stated at appointment; given his non‑employee status and external executive role, formal independence confirmation should be monitored.
- Related-party/Conflicts: No Ross-related transactions disclosed; Walmart’s board observer and recommendation rights persist, shaping governance context. Maintain surveillance for any supply-chain ties with Parker-Hannifin that could require item 404 disclosure.
- Risk indicators: SEC concluded its investigation in August 2025 with no enforcement action related to the FY2024 interim restatement and Rule 21F‑17 matters—reduces enforcement overhang but underscores the importance of robust audit committee oversight.
RED FLAGS to monitor
- Lack of Lead Independent Director amid combined Chair/CEO structure.
- Pending disclosure of Ross’s committee assignment and any supplier relationships given his Parker-Hannifin role.
Engagement signals
- Standard indemnification agreement executed; compensation aligned to director program (cash plus time-based RSUs), supporting ownership alignment without hedging/pledging.