Michael Dunn
Senior Vice President, Sales, Marketing & Product Strategy at SYM
Executive
About Michael Dunn
Michael Dunn is Senior Vice President, Sales, Marketing & Product Strategy at Symbotic (since January 2023), after serving as Vice President in the same function from June 2022; he joined Symbotic LLC on May 31, 2017 from Fortna and Manhattan Associates. He is 51 years old and holds a B.S. in mechanical engineering from Purdue University; his team leads customer relationships and product direction to keep Symbotic’s system market‑leading and scalable with customer growth . Company performance during Dunn’s Symbotic tenure includes revenue rising from $593 million (FY2022) to $1,788 million (FY2024), with SYM total shareholder return index values of 107.55 (2022), 341.12 (2023), and 260.41 (2024) per “Pay vs Performance” disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortna Inc. | Group Vice President, Sales & Marketing | Dec 2008–May 2017 | Helped major brands transform distribution operations into competitive advantage |
| Manhattan Associates | Early employee; Vice President of Sales | ~12 years (prior to 2008) | Integral role helping company grow from $5M startup to $300M public company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Council of Supply Chain Management Professionals (CSCMP) | Member | — | Professional affiliation in supply chain leadership |
Fixed Compensation
| Metric | FY 2021 | FY 2022 |
|---|---|---|
| Base Salary ($) | 350,000 | 350,000 |
| Target Bonus (%) | — | 100% of salary |
| Actual Bonus Paid ($) | 350,000 | 350,000 |
| Stock Awards ($, grant‑date fair value) | — | 15,670,777 |
| All Other Compensation ($) | 11,600 | 12,870 |
| Total ($) | 711,600 | 16,383,647 |
Notes:
- 2017 Offer Letter set initial salary at $350,000 and a sign‑on bonus of $167,500 with repayment provisions if departing before two years; sales incentive plan target bonus of $350,000 .
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY2022 Annual Cash Bonus | Business Combination completion; Walmart MAA expansion adding $6.1B backlog; FY2022 revenue growth 136%; deployment milestones; new multi‑system customer | Discretionary (target 100% of salary) | 100% of salary | Achieved factors as listed | 100% of target | Cash paid following FY close |
| FY2024–FY2026 PSUs (program design) | Revenue; Adjusted Free Cash Flow | PSUs portion 33% of annual grant; RSUs 67% (for senior executives) | Committee‑set goals | FY2024 tranche represents 30%; cumulative FY2024–2026 represents 70% | Earned based on performance vs targets | PSUs earned over 1‑ and 3‑year performance windows; RSUs vest 1/3 at year 1, then quarterly over two years |
Additional practices:
- Company currently does not grant new stock options/SARs; no option timing policy needed unless options are reintroduced .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 3, 2023) | 296,470 Class A shares; less than 1% of shares outstanding |
| Vested vs Unvested (as of Sept 24, 2022) | Multiple unvested RSU tranches outstanding (see table below) |
| Options (exercisable/unexercisable) | No indication of option holdings; company not granting new options |
| Pledging/Hedging | Company policy prohibits hedging, margin purchases, and pledging of company stock |
| Ownership Guidelines | Not disclosed in proxies reviewed |
Outstanding Equity Awards and Vesting (as of FY2022 year-end)
| Date of Grant | Unvested RSUs (#) | Vesting Schedule |
|---|---|---|
| 8/17/2022 | 138,199 | 2/3 vested on grant; remaining 1/3 vests on 1/1/2024, subject to continued service |
| 8/17/2022 | 396,625 | 1/2 vests on 1/1/2023; 1/2 vests on 1/1/2024, subject to continued service |
| 8/17/2022 | 92,000 | 1/3 vests on 1/1/2023; remaining vests 1/12 quarterly thereafter, subject to continued service |
| 8/17/2022 | 87,970 | 1/4 vests on 1/1/2023; remaining vests 1/16 quarterly thereafter, subject to continued service |
Historical equity (pre‑Business Combination):
- Dunn Offer Letter granted 275,000 VAP units with vesting (20% at first anniversary; 5% quarterly thereafter; 50,000 tied to FY2018 sales goals); exercisability subject to annual revenue, cash flow, and EBITDA metrics .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date | May 31, 2017 (Symbotic LLC) |
| Current Title | Senior Vice President, Sales, Marketing & Product Strategy (since Jan 2023) |
| Base Pay & Incentive (initial) | Salary $350,000; sign‑on bonus $167,500 with 2‑year service requirement; target sales incentive $350,000 |
| Severance (without cause) | Continuation of base salary and COBRA differential payments for up to 12 months or until reemployment; pro‑rated bonus for year of termination based on actual performance |
| Change‑of‑Control | Company provides “double‑trigger” equity vesting and severance benefits upon change in control (plan‑level policy) |
| Clawback | SEC‑compliant clawback policy effective Dec 1, 2023 for erroneously awarded incentive‑based compensation upon accounting restatement |
| Non‑Compete/Confidentiality | Employment contingent on signing Confidentiality and Non‑Competition Agreement (offer letter) |
| Perquisites/Benefits | 401(k) matching program; Member Program benefits apply to certain unitholders (tax prep allowance, payroll tax adjustments, tax gross‑up on specific items) |
Performance & Track Record
- Role scope: Leads customer relationships and product strategy to ensure Symbotic’s system remains world‑class and scalable with customer growth .
- FY2022 achievements tied to NEO bonuses: Business Combination completion; Walmart MAA expansion adding $6.1B backlog; 136% YoY revenue growth; deployment milestones; new multi‑system customer; bonuses paid at 100% of target .
- Company Pay‑Versus‑Performance (context): Revenue $593m (FY2022), $1,177m (FY2023), $1,788m (FY2024); SYM TSR index 107.55 (2022), 341.12 (2023), 260.41 (2024) .
Compensation Committee & Governance Practices (context)
- Best practices include emphasis on variable pay, clawback policy, double‑trigger CoC benefits, no hedging/pledging, no 280G tax gross‑ups, no SERP; independent compensation consultant; peer group annually reviewed .
- Insider trading policy prohibits short sales, derivative transactions, margin purchases, and pledging, reducing misalignment and forced sales risk .
Investment Implications
- Pay‑for‑performance alignment: Dunn’s FY2022 bonus was fully tied to transformational milestones (Business Combination, Walmart backlog, 136% revenue growth) with 100% payout, and current PSU design ties senior executive equity to Revenue and Adjusted FCF over FY2024–FY2026, reinforcing multi‑year execution incentives .
- Vesting and potential selling pressure: Multiple large RSU tranches vested on Jan 1, 2023 and Jan 1, 2024, with ongoing quarterly vesting thereafter—these dates can concentrate supply from time‑based vesting, though company policy bans pledging and hedging which mitigates leverage‑driven forced selling .
- Alignment and ownership: Reported beneficial ownership was 296,470 Class A shares (<1%); while meaningful, it is not a large percentage of outstanding shares, making ongoing PSU attainment and RSU vesting key levers for alignment with shareholders .
- Retention and severance economics: Without‑cause severance provides up to 12 months of salary/benefit support and a pro‑rated bonus; double‑trigger CoC treatment supports retention through change events while limiting windfalls, a balanced structure for continuity during strategic transitions .
- Governance safeguards: A formal clawback policy and prohibitions on hedging/pledging reduce governance red flags and enhance investor confidence in incentive integrity .