Richard Cohen
About Richard Cohen
Richard B. Cohen is Chair of the Board and President since June 2022 and Chief Executive Officer since November 2022; he previously served as Chief Product Officer (June–Nov 2022), CEO of Symbotic LLC (Nov 2017–Apr 2022), and President of Symbotic LLC (Nov 2017–Jun 2022). He is 72 years old, holds a bachelor’s degree in accounting from the Wharton School, and has honorary doctorates from Assumption College and Keene State College . Under his leadership, Symbotic grew FY2024 revenue over 50% to $1.79B and delivered its first quarter of GAAP net income in Q4 FY2024; SYM’s pay-versus-performance TSR measure shows the year-end value of $100 invested on Sep 25, 2021 at $260.41 in 2024, with FY2024 net income of -$85M and revenue of $1,788M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Symbotic Inc. | Chair of Board & President; CEO | Chair/President since Jun 2022; CEO since Nov 2022 | Oversaw rapid system deployments and revenue scale; first GAAP net income quarter achieved in FY2024 |
| Symbotic LLC | CEO; President | CEO Nov 2017–Apr 2022; President Nov 2017–Jun 2022 | Led development and commercialization of automation systems |
| Warehouse (predecessor) | Chairman | Since Dec 2006 | Long-term governance of corporate parent structure and assets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| C&S Wholesale Grocers, Inc. | Executive Chairman; previously Chairman, President, CEO | Chairman/President/CEO from 1989; President until Mar 2014; CEO until Jan 2018 | Grew C&S into a leading U.S. grocery wholesaler; deep supply chain expertise and industry relationships |
Fixed Compensation
Cohen has elected to receive no cash or equity compensation as CEO and Chair. Summary compensation table entries show no salary, bonus, stock awards, non-equity incentive, or other compensation for FY2022–FY2024.
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | — | — | — | — | — | — |
| 2023 | — | — | — | — | — | — |
| 2024 | — | — | — | — | — | — |
Performance Compensation
Cohen does not participate in the STIP or receive long-term equity awards; the CEO has no bonus, equity, or incentive compensation by choice .
| Component | Metric | Weighting/Structure | Targeting | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Short-Term Incentive Plan (STIP) | Company financial goals (composite) | Not applicable to Cohen | Not applicable | Not applicable; company result was 51.5% of target for participating NEOs | Cash paid post year-end to eligible NEOs |
| Long-Term PSUs | Revenue; Adjusted Free Cash Flow (non-GAAP) | 33% of senior exec equity mix; 30% earned on FY2024; 70% earned over FY2024–FY2026 | Board-set multi-year targets | FY2024 portion earned at levels disclosed for NEOs; Cohen did not receive awards | Vests at third anniversary, subject to performance & service |
| Long-Term RSUs | Time-based | 67% of senior exec equity mix | Not applicable to Cohen | Not applicable | 1/3 at 1-year cliff; remainder in eight equal quarterly installments over two years |
Vesting mechanics and award practices:
- RSUs: one-third vests at the one-year anniversary, remainder in eight equal quarterly installments; continued employment required .
- PSUs: generally vest on the third anniversary subject to performance; FY2024 earning was 30% of total PSU target; balance over FY2024–2026 .
- Options/SARs: Company currently does not grant options/SARs; policy references no specific timing practice for such awards because none are granted .
Equity Ownership & Alignment
Cohen is Symbotic’s controlling founder with substantial beneficial ownership through trusts and entities; he also serves as trustee for certain family vehicles. The company prohibits hedging and pledging by executives and directors.
| Security Class | Shares Beneficially Owned | % of Class | Combined Shares | Combined % Ownership |
|---|---|---|---|---|
| Class V‑1 Common | 4,508,395 | 5.9% | 211,844,202 | 36.1% |
| Class V‑3 Common | 207,335,807 | 51.3% | 211,844,202 | 36.1% |
Notes:
- Cohen may be deemed to beneficially own shares held by the RBC 2021 4 Year GRAT, RJJRP Holdings, Inc., and the Richard Cohen Revocable Trust; he disclaims beneficial ownership except to the extent of pecuniary interest .
- Insider trading policy prohibits short sales, hedging/monetization, margin purchases, and pledging; executives and directors are barred from hedging or pledging company stock .
Employment Terms
Cohen’s employment terms reflect his decision to forego compensation; proxy disclosures show no severance or change-in-control cash benefits and no equity acceleration applicable to Cohen.
| Provision | Terms |
|---|---|
| Base salary and bonus | None; CEO has chosen not to receive cash or equity compensation |
| Severance (non-CIC) | None disclosed; table shows “—” for Cohen |
| Change-in-control (CIC) | None disclosed; table shows “—” for Cohen |
| Equity award treatment | Not applicable; CEO does not receive RSU/PSU grants |
| Clawback | Company adopted SEC-compliant clawback policy effective Dec 1, 2023; FY2024 interim restatement did not trigger recovery as STIP/LTI use audited annual results |
| Hedging/pledging | Prohibited by policy |
Board Governance
Cohen serves as combined Chair and CEO; the board has no designated Lead Independent Director. All standing committee chairs are independent, and all committees comprise independent directors.
- Board leadership: Chair and CEO are the same person (Cohen). No policy to separate roles; Lead Independent Director may be designated when Chair is not independent, but none is designated at present .
- Independence: All directors except Cohen are independent under Nasdaq and SEC rules .
- Committees and roles (current term expiring 2025):
- Audit: Charles Kane (Chair), with Rollin Ford and Vikas Parekh as members .
- Compensation: Todd Krasnow (Chair) .
- Nominating & Corporate Governance: Merline Saintil (Chair), with Rollin Ford and Vikas Parekh as members; Daniela Rus serves on Compensation and Nominating .
- Attendance: The board met 10 times in FY2024; each director attended at least 75% of board and applicable committee meetings .
- Walmart governance agreement: Walmart retains a right to recommend an independent nominee while holding >5% diluted equity; and may designate a non-voting board observer subject to ownership thresholds .
Director Compensation
Cohen receives no additional compensation for director service. Non-employee director program cash retainers and RSU grants are as follows:
| Component | Member Annual Fee FY2024 ($) | Member Annual Fee FY2025 ($) | Chair Annual Fee FY2024 ($) | Chair Annual Fee FY2025 ($) |
|---|---|---|---|---|
| Board of Directors | 50,000 | 50,000 | 100,000 | 130,000 |
| Audit Committee | 10,000 | 10,000 | 20,000 | 25,000 |
| Compensation Committee | 7,500 | 7,500 | 15,000 | 20,000 |
| Nominating & Corporate Governance Committee | 5,000 | 5,000 | 10,000 | 10,000 |
- Annual RSU grant sized at $175,000 in FY2024 and $265,000 in FY2025; vests at the earlier of one year, next annual meeting, or change of control .
- Cohen’s director compensation entries are “—” in FY2024 summary table (no fees or stock awards as an employee director) .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Total Shareholder Return – year-end value of $100 invested (Sep 25, 2021 baseline) | 107.55 | 341.12 | 260.41 |
| Net Income (USD millions) | (139) | (208) | (85) |
| Revenue (USD millions) | 593 | 1,177 | 1,788 |
FY2024 operational achievements included more than doubling operational systems from 12 to 25 and growing deployments from 35 to 44, plus an agreement to implement systems in Mexico with Walmart de México y Centroamérica . A FY2024 interim restatement of unaudited quarters corrected revenue recognition timing and cost overruns; the Compensation Committee determined no clawback was required because incentive plans use audited annual results .
Compensation Structure Analysis
- CEO pay-for-performance alignment: Cohen’s zero-pay stance eliminates the risk of guaranteed or fixed cash compensation and directly aligns with shareholder outcomes; his substantial long-term ownership further ties incentives to value creation .
- Equity mix for senior executives: Shift toward RSUs (67%) with PSUs (33%) tied to revenue and Adjusted FCF targets fosters retention while preserving performance linkage; no option grants reduces risk of repricing concerns .
- Annual incentives: FY2024 STIP paid at 51.5% of target for participating NEOs, signaling measured payouts against audited annual performance .
- Clawback and trading controls: SEC-compliant clawback policy in place; comprehensive anti-hedging/pledging rules mitigate misalignment and forced selling risk from margin calls .
Related Party & Governance Considerations
- Walmart agreements provide board observer and nomination rights while maintaining independence criteria; this creates strategic alignment with a key customer while protecting governance standards .
- Registration rights arrangements exist for certain holders, customary for SPAC legacy and strategic investors; the company pays registration expenses and provides indemnities .
Board Service History and Dual-Role Implications
- Board service: Director since 2022; current term expires 2025; serves as Chair of the Board .
- Committee roles: Cohen is not listed on Audit, Compensation, or Nominating committees; all committee chairs are independent .
- Independence and leadership: Cohen is not independent due to his CEO role; no Lead Independent Director designated, though committees hold executive sessions without management and non-independent directors .
- Implications: Combined Chair/CEO concentrates authority; mitigation comes from fully independent committees and the ability to retain independent advisors; however, the absence of a Lead Independent Director may be viewed by some investors as a governance weakness .
Say-on-Pay & Shareholder Feedback
- 2025 proxy recommends “FOR” the advisory vote on executive compensation and sets an annual frequency for say-on-pay .
Investment Implications
- Alignment: Cohen’s zero pay, very large beneficial ownership (36.1% combined classes) and prohibitions on hedging/pledging align incentives with long-term value creation and reduce near-term insider selling pressure from awards .
- Execution and growth: FY2024 revenue scale and operational footprint expansion demonstrate execution capability; however, persistent GAAP losses and an interim restatement underscore margin and reporting discipline as watch items .
- Governance: Combined Chair/CEO without a Lead Independent Director is a governance risk that some investors may discount; independent committees and Walmart’s structured rights partially mitigate but do not eliminate concerns .
- Compensation program quality: For broader management, the RSU/PSU mix with multi-year performance metrics and clawback policy is shareholder-friendly; option non-use reduces repricing risk .