Charles Kane
About Charles Kane
Charles Kane (age 67) is an independent director at Symbotic Inc. since 2022 and serves as Audit Committee Chair; he is a CPA and adjunct professor of International Finance at MIT Sloan with prior CFO roles at RSA Security and Aspen Technology . He qualifies as an SEC “audit committee financial expert,” and the board has determined he is independent under Nasdaq/SEC rules . In FY2024, the full board met 10 times, and each director attended at least 75% of aggregate board and committee meetings, indicating active engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Institute of Technology (MIT Sloan) | Lecturer/Adjunct Professor, International Finance | Since Sep 2006 | Academic expertise in finance and governance |
| One Laptop Per Child | Director & Strategic Advisor; President & COO | Director/Advisor since Nov 2006; President & COO 2008–2009 | Global operations and nonprofit governance |
| Global BPO Services Corp. (SPAC) | EVP & Chief Administrative Officer; Chief Financial Officer | EVP/CAO Jul 2007–Mar 2008; CFO Aug 2007–Mar 2008 | Transaction execution and public-company readiness |
| RSA Security Inc. | Chief Financial Officer | May 2006–Oct 2006 | Led CFO function until acquisition by EMC |
| Aspen Technology, Inc. | Chief Financial Officer | Jul 2003–May 2006 | Oversight of public-company finance and controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alkami Technology, Inc. (ALKT) | Director | Current | Cloud-based digital banking solutions |
| Progress Software Corp. (PRGS) | Director | Current | Enterprise application software |
| Prior public company boards | Director | Prior | Applix, Borland, Carbonite, Demandware, Netezza, RealPage |
Board Governance
- Committee assignments: Audit (Chair), Compensation (not listed as member), Nominating & Corporate Governance (not listed as member); Audit members are Kane (Chair), Ford, Parekh .
- Independence: All directors except the CEO/Chair (Richard Cohen) are independent; Kane is independent .
- Financial expert designation: Kane qualifies as “audit committee financial expert” per Item 407(d)(5) .
- Attendance: Board met 10 times in FY2024; audit committee met 9 times (plus 4 sub-committee meetings); each director attended ≥75% of aggregate meetings .
- Lead independent director: None designated; Chair and CEO roles are combined, though committees can hold executive sessions without management .
Fixed Compensation
| Component | FY2024 Amount | FY2025 Program | Vesting/Terms |
|---|---|---|---|
| Board member cash retainer | $50,000 | $50,000 | Paid quarterly in arrears |
| Audit Committee Chair fee | $20,000 | $25,000 | Paid quarterly in arrears |
| Cash fees actually earned (Kane) | $70,000 | N/A | FY2024 total cash earned |
Performance Compensation
| Equity Award | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual director RSU grant (FY2024) | $175,000 grant date fair value | Vests upon earlier of 1 year from grant, next annual meeting, or change of control | None disclosed (time-based RSUs) |
| Annual director RSU grant (FY2025) | $265,000 grant date fair value | Same as above | None disclosed |
| Initial appointment RSUs | $400,000 grant date fair value | Vests in three equal annual installments | None disclosed |
| Stock awards actually reported (Kane, FY2024) | $166,176 fair value | Company standard director grant mechanics | None disclosed |
Other Directorships & Interlocks
| Company | Relationship to SYM | Potential Interlock/Conflict |
|---|---|---|
| Alkami Technology (ALKT); Progress Software (PRGS) | External boards | No disclosed SYM customer/supplier overlap; standard external directorships |
| Walmart arrangements (context) | Walmart has board recommendation and observer rights contingent on ownership | Governance consideration for board independence; no specific conflict tied to Kane disclosed |
Expertise & Qualifications
- CPA; B.B.A. in Accounting (Notre Dame) and MBA in International Finance (Babson) .
- Public-company CFO experience (Aspen Technology; RSA Security) and SPAC executive experience (Global BPO Services) .
- MIT Sloan adjunct professor; extensive software and tech board experience (current ALKT, PRGS; prior Applix, Borland, Carbonite, Demandware, Netezza, RealPage) .
- Audit committee financial expert designation enhances oversight of financial reporting and internal controls .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | 75,447 (held directly) | <1% (*) | Plus 4,060 Class A issuable within 60 days via vesting |
| Class V-1 Common | 634,353 (held directly) | <1% (*) | V-1 voting structure noted in principal holders table |
| Total beneficial (A + V-1 + near-term RSU) | 713,860 | <1% (*) | Aggregated as presented in principal stockholders table |
- Hedging/pledging: Company policy prohibits short sales, options, hedging, margin purchases, and pledging of company stock for directors and employees, supporting alignment with shareholders .
Governance Assessment
- Strengths:
- Independent director with deep CFO and audit oversight experience; designated audit committee financial expert, currently serving as Audit Committee Chair .
- Active engagement: strong meeting cadence (board 10; audit 9 plus 4 sub-committee) and attendance ≥75% across board and committees .
- Director compensation is primarily equity-based RSUs with time-based vesting, encouraging long-term alignment; no hedging/pledging allowed .
- Considerations/RED FLAGS:
- Governance structure: CEO and Chair roles are combined; no lead independent director designated, which can limit independent oversight optics .
- FY2024 interim financial restatements occurred; audit committee reviewed clawback implications and concluded no recovery was required as incentives were tied to audited annual results—places continued emphasis on robust controls and audit oversight under Kane’s chair .
- Board observer rights and Walmart recommendation rights may influence board composition dynamics; independence screens apply, but investors often monitor potential influence by significant stakeholders .
Director Compensation (Detail for Charles Kane)
| Item | FY2024 |
|---|---|
| Fees earned or paid in cash | $70,000 |
| Stock awards (grant-date fair value) | $166,176 |
| Total | $236,176 |
- Program schedule (applicable to all non-employee directors): Board member $50,000; Audit Chair $20,000 ($25,000 in FY2025); Compensation Chair $15,000 ($20,000 in FY2025); Nominating & Governance Chair $10,000 (unchanged) .
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair | Independent; financial literacy; designated financial expert; met 9 times (+4 sub-committee) in FY2024 |
| Compensation Committee | Not listed as member | Committee comprised of Krasnow (Chair), Saintil, Rus |
| Nominating & Corporate Governance | Not listed as member | Committee chaired by Saintil |
Independence, Attendance, and Engagement
- Independence: Board determined Kane is independent under Nasdaq/SEC rules .
- Attendance: Each director attended ≥75% of board and committee meetings; board met 10 times in FY2024 .
- Executive sessions: Committee chairs have authority to hold sessions without management present .
Potential Conflicts or Related-Party Exposure
- No Kane-specific related-party transactions disclosed; audit committee oversees related person transactions policy .
- Broader governance context includes Walmart commercial and observer arrangements; no disclosure of Kane’s involvement in those arrangements .
Signals Affecting Investor Confidence
- Positive: Experienced audit chair with financial expert designation; strong engagement; anti-hedging/pledging policy; equity-heavy director pay structure .
- Watch items: Combined CEO/Chair without lead independent director; FY2024 interim restatement (no clawback triggered); stakeholder board rights (Walmart) .