Corey Dufresne
Senior Vice President, General Counsel & Secretary at SYM
Executive
About Corey Dufresne
Corey Dufresne is Senior Vice President, General Counsel & Secretary of Symbotic Inc. since January 2023, and previously served as Vice President, General Counsel & Secretary (June 2022–January 2023) and Vice President & General Counsel of Symbotic LLC (November 2011–June 2022) . He is 54 years old (as of January 17, 2025) , and holds a B.A. in economics and political science (McGill), an M.A. in comparative and international politics (University of Cape Town), and a J.D. (Tulane) . Company performance context during his tenure includes revenue growth to $1.79B in FY2024 and achieving the first quarter of GAAP net income in Q4 FY2024 , with cumulative TSR value per $100 invested reaching 260.41 by FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Symbotic LLC | Vice President & General Counsel | Nov 2011–Jun 2022 | Led technology licensing, regulatory compliance, IP, negotiations and business agreements |
| Symbotic Inc. | Vice President, General Counsel & Secretary | Jun 2022–Jan 2023 | Transition to public company governance; corporate secretary responsibilities |
| Netezza Corporation | Vice President, General Counsel & Corporate Secretary | May 2009–May 2011 | Public company GC; securities, M&A support |
| WilmerHale (Boston) | Corporate Law Associate | 9 years | Corporate, securities, venture and finance experience |
| Jones Walker (New Orleans) | Associate | 2 years | Corporate law foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board roles disclosed for Mr. Dufresne in proxy materials . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Target Bonus ($) | Actual Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|---|
| FY2024 | 450,000 | 50% | 211,539 | 108,942 | 315,703 (incl. $9,775 401k, $1,104 life, $304,824 Member Program) | Paid at 51.5% of target per STIP outcome |
Performance Compensation
Annual Cash Incentive (STIP) — FY2024 Design and Outcome
| Metric | Weighting | Target | Actual | Payout for Metric | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $150.0M | $61.7M | 0.0% of target | Interpolated below threshold; metric funded at 0% |
| Net Revenue | 30% | $1,770M | $1,788M | 105.1% of target | Slightly above target |
| Customer Experience | 20% | Qualitative | Evaluated at 100% | 100% of target | Committee assessment |
| Total STIP Funding | — | — | — | 51.5% of target | Individual modifier 100% (no adjustment) |
Long-Term Equity Incentives — FY2024 Grants and Structure
| Grant Type | Grant Date | Units (Target) | Grant-Date Fair Value ($) | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual) | Jan 23, 2024 | 28,497 | 1,289,204 | 1/3 on first anniversary; remainder in 8 equal quarterly installments, subject to employment | — |
| PSUs (annual) | Jan 23, 2024 | 14,248 | 689,318 | Generally vest on 3rd anniversary, subject to performance & employment | Revenue & Adjusted Free Cash Flow; 30% FY2024, 70% cumulative FY2024–FY2026 |
| RSUs (one-time, in lieu of FY2023 cash bonus) | Jan 2024 | Target value $300,000 | — | Same RSU schedule: 1/3 at 1 year, then 8 quarterly installments | — |
PSU Earned Portion — FY2024 Performance Attribution (30% of award)
| Name | 30% of Target PSUs Granted | Actual PSUs Earned for FY2024 Portion |
|---|---|---|
| Corey Dufresne | 4,274 | 2,243 |
PSU Performance Curve (FY2024 single-year component)
| Metric | Threshold (50% Earned) | Target (100% Earned) | Maximum (150% Earned) | Actual | Earned % |
|---|---|---|---|---|---|
| Revenue | 90% of target ($1,593M) | 100% ($1,770M) | 110% ($1,947M) | $1,788M | 101% of target |
| Adjusted Free Cash Flow | 75% of target ($103.5M) | 100% ($138M) | 125% ($172.5M) | $17M | 12% of target |
| Blended Earned (FY2024 30% component) | — | — | — | — | 52.5% of target |
Equity Ownership & Alignment
- Stock ownership/hedging/pledging: Symbotic prohibits hedging, short sales, margin purchases, and pledging of company stock for officers, directors, and employees .
- Options: The company does not currently grant new stock options/SARs; equity is delivered via RSUs/PSUs .
Outstanding Equity Awards (as of FY2024 year-end)
| Award Type | Date of Grant | Unvested Units (#) | Market Value ($) | Notes |
|---|---|---|---|---|
| RSUs | Jan 23, 2023 | 52,956 | 1,351,437 | Market value at $25.52/share |
| PSUs (FY2023 grant) | Jan 23, 2023 | 52,952 | 1,351,335 | Earned at end of FY2023–FY2025 performance period |
| RSUs | Jan 23, 2024 | 34,908 | 890,852 | Market value at $25.52/share |
| PSUs (FY2024 grant) | Jan 23, 2024 | 14,248 | 363,609 | Earned at end of FY2024–FY2026 performance period |
Stock Vested in FY2024
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Corey Dufresne | 76,698 | 3,502,489 |
Upcoming Vesting Triggers (indicative)
- RSUs granted Jan 23, 2024: one-third (11,636 units) expected to vest on Jan 23, 2025; remaining ~23,272 units vest in eight equal quarterly installments thereafter, subject to continued employment . Potential near-term liquidity events around these dates.
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment & Non-Compete | Offer letter dated Nov 7, 2011; eligible for benefits; subject to non-compete . |
| Severance (No Change-in-Control) | If terminated without Cause or resigns for Good Reason (as defined): 12 months of base salary and 12 months medical benefits continuation (premium reimbursement), subject to release . |
| Change-in-Control Treatment | Double-trigger equity vesting; upon termination without Cause or for Good Reason within one year after CoC, PSUs/RSUs vest in full per award terms . |
| Estimated Payments (Hypothetical at Sep 27, 2024) | Termination without Cause/Good Reason not in CoC: Cash $450,000; Healthcare $14,792 . Termination in connection with CoC: Cash $450,000; Healthcare $14,792; Equity Acceleration $3,957,233 . |
| Clawback | Policy effective Dec 1, 2023; restated FY2024 interim financials triggered review; Compensation Committee concluded no recovery required under policy . |
| Insider Trading Policy | Prohibits hedging, short sales, margin purchases, pledging; trading limited while in possession of MNPI . |
Compensation Committee and Benchmarking
- Committee: Todd Krasnow (Chair), Merline Saintil, Daniela Rus (joined Nov 2024) .
- Independent consultant: Pearl Meyer & Partners, LLC; independence assessed .
- 2024 Compensation Peer Group (select robotics/automation/software companies) includes ANSYS, Autodesk, Cadence, Cognex, CrowdStrike, Datadog, Dynatrace, HubSpot, Manhattan Associates, MongoDB, Palantir, PTC, Cloudflare, Samsara, Snowflake, Splunk, Teradyne, The Trade Desk .
Say-on-Pay & Shareholder Feedback
- First advisory votes on executive compensation and its frequency scheduled at the 2025 Annual Meeting; board recommends annual frequency; next say-on-pay expected in 2026 .
Performance & Track Record (Company context)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Revenue ($M) | 593 | 1,177 | 1,788 |
| Net Income ($M) | (139) | (208) | (85) |
| SYM TSR (Year-end value of $100 invested Sep 25, 2021) | 107.55 | 341.12 | 260.41 |
FY2024 highlights: Grew total revenue >50% YoY to ~$1.79B; first quarter of GAAP net income achieved in Q4 FY2024 .
Investment Implications
- Alignment: Significant equity mix (RSUs ~67%, PSUs ~33%) tied to Revenue and Adjusted Free Cash Flow over multi-year periods supports pay-for-performance alignment; STIP funding at 51.5% in FY2024 reflects balanced outcomes .
- Retention and Selling Pressure: RSU cliff vesting (annual one-third) followed by quarterly tranches creates recurring potential liquidity events; next major vest for 2024 grants on Jan 23, 2025, then eight quarterly installments—monitor Form 4s and trading windows accordingly .
- Change-of-Control Economics: Double-trigger equity acceleration; estimated CoC scenario implies ~$3.96M equity acceleration for Mr. Dufresne at FY2024 year-end pricing—material incentive to maintain employment through transaction closings .
- Governance Risk Mitigants: Anti-hedging/anti-pledging policy reduces misalignment risk; clawback implemented and applied to 2024 restatement with no recovery required; use of independent consultant and defined peer group supports compensation governance .
- Pay Mix and Perquisites: All Other Compensation is largely Member Program tax-related benefits, not traditional perquisites; no stock options currently granted, reducing repricing risk .