Merline Saintil
Director at SYM
Board
About Merline Saintil
Merline Saintil (age 48) has served as an independent director of Symbotic Inc. since 2022 and currently chairs the Nominating and Corporate Governance Committee and serves on the Compensation Committee . She is a seasoned technology and business executive with prior leadership roles at Intuit, Yahoo, PayPal, Adobe, Jovent, and Sun Microsystems, and holds a B.S. from Florida A&M University and an M.S. from Carnegie Mellon University . Her disclosed expertise spans enterprise risk, cybersecurity, talent management, and digital transformation, supporting her governance remit at Symbotic .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Change Healthcare | Chief Operating Officer, R&D‑IT | Apr 2019 – Feb 2020 | Senior operating leadership in healthcare tech |
| Intuit | Head of Operations, Product & Technology | Nov 2014 – Aug 2018 | Led operations/product/tech; enterprise risk and transformation exposure |
| Yahoo | Head of Operations, Mobile & Emerging Products | Jan 2014 – Nov 2014 | Mobile/emerging products operations |
| PayPal; Adobe; Jovent; Sun Microsystems | Technology & business executive | Not disclosed | Broad-scale product/engineering/ops experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| GitLab Inc. (GTLB) | Director | Since Nov 2020 | Current public company directorship |
| Evolv Technologies Holdings (EVLV) | Director | Since Jan 2021 | Current public company directorship |
| Rocket Lab USA (RKLB) | Director | Since Jun 2021 | Current public company directorship |
| TD SYNNEX (SNX) | Director | Since Sep 2021 | Current public company directorship |
| Banner Corporation (BANR) | Director | Mar 2017 – May 2022 | Prior public company board |
| Alkami Technology (ALKT) | Director | Oct 2020 – Dec 2022 | Prior public company board |
Board Governance
- Independence: The board determined all directors other than the CEO are independent; Saintil is independent under SEC and Nasdaq rules .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation; not on Audit .
- Committee workloads (FY2024): Audit met 9 times; Compensation met 4 times; Nominating & Governance met 2 times .
- Attendance: Each director attended at least 75% of aggregate board and applicable committee meetings in FY2024; all then-current directors attended the Annual Meeting .
- Leadership: Chair and CEO roles combined (Richard Cohen); no Lead Independent Director designated, though committees of independent directors hold executive sessions without management .
- Significant governance context: Walmart retains board observer rights and can confidentially recommend a director while owning >5% (subject to independence and other criteria), which the Nominating & Governance Committee oversees; a Walmart employee has occasionally attended as observer .
Fixed Compensation
| Component | FY2024 Amount | FY2025 Program (reference) | Notes |
|---|---|---|---|
| Board cash retainer (member) | $50,000 | $50,000 | Annual cash, paid quarterly |
| Compensation Committee (member) | $7,500 | $7,500 | Committee member fee |
| Nominating & Governance (Chair) | $10,000 | $10,000 | Chair fee |
| Total FY2024 cash earned (Saintil) | $67,500 | — | Actual FY2024 fees earned by Saintil |
Performance Compensation
| Equity Element | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual director RSUs (FY2024 cycle) | $175,000 grant-date fair value | Vest at earlier of one year or next annual meeting or change in control | Program terms |
| Annual director RSUs (FY2025 cycle) | $265,000 grant-date fair value | Same as above | Increased grant value vs. FY2024 |
| RSU grant (3/1/2024) | 4,060 RSUs | Vest at earlier of 3/1/2025, the 2025 annual meeting, or change in control, subject to service | Received by Saintil per program |
| RSU grant (8/17/2022) | 52,500 RSUs | 1/3 vested on 10/20/2022; 1/3 on 10/20/2023; 1/3 on 10/20/2024 | Granted in connection with advisory board contributions prior to board service |
| FY2024 stock awards (recognized) | $166,176 | — | Saintil’s FY2024 director equity compensation as reported |
No director performance metrics apply; director equity is time-based RSUs aligned to service and shareholder interests .
Other Directorships & Interlocks
- Current public boards: GitLab (since 2020), Evolv (since 2021), Rocket Lab (since 2021), TD SYNNEX (since 2021) .
- Prior public boards: Banner (2017–2022), Alkami (2020–2022) .
- Compensation Committee interlocks: The proxy discloses none for the committee (Saintil served alongside Todd Krasnow and later Daniela Rus); no officer/employee service and no reciprocal executive/director interlocks reported for FY2024 .
- Related-party transactions: No transactions involving Saintil disclosed; certain directors received tax distributions due to LLC structure (Ford, Kane, Krasnow listed), but Saintil is not listed in those related-party tax distributions .
Expertise & Qualifications
- Technology and operations leadership across Fortune 500 and high-growth companies (Intuit, Yahoo, PayPal, Adobe, Change Healthcare) .
- Board-level experience across software, cybersecurity, aerospace, and IT distribution; governance skillset includes enterprise risk, cybersecurity, and talent management; chairing Nominating & Governance indicates governance emphasis .
- Education: B.S., Florida A&M University; M.S., Carnegie Mellon University .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 78,586 shares (75,526 Class A directly held + 4,060 RSUs vesting within 60 days of Jan 6, 2025); less than 1% of outstanding shares (fn 15) |
| Unvested RSUs outstanding (as of 9/28/2024) | 21,560 shares underlying outstanding unvested stock awards |
| Hedging/Pledging | Company policy prohibits hedging, short sales, pledging, and margin transactions by directors |
Governance Assessment
-
Positives
- Independent director; chairs Nominating & Corporate Governance and serves on Compensation, with committee independence across all standing committees .
- Adequate engagement: Board reports ≥75% attendance for all directors; committee meeting cadence appropriate for scale (Audit 9; Comp 4; Nominating 2) .
- Alignment: Director pay heavily equity-based with time-based RSUs; hedging/pledging prohibited, supporting shareholder alignment .
- No disclosed related-party transactions involving Saintil; no compensation committee interlocks .
-
Watch items / potential risks
- Multi-board load: Simultaneous service on four public company boards (GTLB, EVLV, RKLB, SNX) can raise time-commitment concerns despite current attendance compliance .
- FY2025 board equity grant increase (from $175k to $265k) signals upward pressure on director equity compensation; investors may scrutinize pay-for-governance value .
- Board structure: Combined Chair/CEO with no Lead Independent Director; Walmart retains a board observer right and confidential nomination right, which the committee chaired by Saintil must manage to preserve independence optics .
- Compliance note: One late Section 16(a) filing reported for Saintil in FY2024 (one transaction) – minor but noteworthy for process rigor .
Overall, Saintil brings relevant technology, risk, and transformation expertise and chairs the governance function, with clean related‑party posture and equity‑aligned pay. Key monitoring areas are board workload, the optics of rising director equity grants, and the broader board governance context (combined Chair/CEO, major-customer influence mechanisms) that require robust governance oversight by her committee .