Rollin Ford
Director at SYM
Board
About Rollin Ford
Independent director of Symbotic Inc. since 2022; age 62; former Walmart executive with 33 years of leadership across logistics, CIO, and Chief Administrative Officer roles; B.S. from Taylor University. His independence is affirmed by the Board; he brings deep supply chain, IT, and operations expertise aligned to Symbotic’s end‑to‑end automation strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart Inc. | Chief Administrative Officer | Feb 2012 – Jul 2016 | Led global shared services, sourcing, data & analytics; scale efficiency focus |
| Walmart Inc. | Chief Information Officer (EVP) | May 2006 – Jan 2012 | Worldwide technology division leadership |
| Walmart Inc. | Chief Logistics Officer | Not specified; career began 1984 | Built and transformed global supply chain network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mercy Health System | Director | Post‑retirement (since 2016) | Nonprofit healthcare board service |
| GreenBox Systems LLC | Director | Post‑retirement (since 2016) | JV operating Symbotic tech; strategic ecosystem relevance |
| John Brown University | Director | Post‑retirement (since 2016) | Academic board service |
| A.T. Kearney | Board of Advisors | Post‑retirement (since 2016) | Advisory capacity (consulting) |
Board Governance
- Board committees: Audit Committee member; Nominating & Corporate Governance Committee member; not on Compensation Committee .
- Independence: Determined independent under SEC and Nasdaq rules (all but CEO Richard Cohen) .
- Attendance: Board met 10 times in FY2024; each director attended ≥75% of aggregate board and committee meetings; all directors attended the annual meeting .
- Board leadership and oversight dynamics:
- Combined Chair/CEO roles held by Richard Cohen; no designated Lead Independent Director; committee chairs hold executive sessions without management .
- Walmart rights: may recommend an independent director nominee while owning >5% and has board observer rights; non‑voting observer attends from time to time, extending influence over governance and information flow .
- Board observer agreements grant Cohen family members non‑voting observer access; Company may exclude observers in conflict scenarios .
- Audit Committee oversight includes related‑party transactions review and financial reporting risk management—relevant given Walmart and C&S relationships .
Fixed Compensation
| Component | FY2024 Amount ($) | Basis/Notes |
|---|---|---|
| Board retainer (member) | 50,000 | Standard cash retainer |
| Audit Committee (member) | 10,000 | Matches Ford’s committee seat |
| Nominating & Corporate Governance (member) | 5,000 | Matches Ford’s committee seat |
| Total cash fees earned | 65,000 | Sum of above |
Program updates: Chair fees increased in FY2025; annual director equity grant increased from $175,000 (FY2024) to $265,000 (FY2025), vesting at earlier of one year, next annual meeting, or change in control .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Annual RSUs (director) | Mar 1, 2024 | 4,060 | 166,176 | Vests upon earlier of Mar 1, 2025, next annual meeting, or change in control |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| None disclosed; director equity grants are time‑based RSUs with no performance hurdles |
Other Directorships & Interlocks
- Walmart ecosystem exposure: Ford’s prior Walmart senior roles plus Walmart’s nomination and observer rights at Symbotic increase potential information flow interlocks; Walmart is a major customer and equity holder with extensive commercial agreements (MAA, Mexico agreement, WASR/Commercial Agreement for APDs) .
- GreenBox: JV partner of Symbotic (SoftBank‑backed) committed to a multi‑billion systems purchase program; board role connects Ford to a significant channel for Symbotic deployments .
Expertise & Qualifications
- Core expertise: global logistics, supply chain transformation, enterprise IT leadership (CIO), administrative efficiency and shared services; data & analytics oversight—directly relevant to Symbotic’s automation and AI‑enabled warehouse systems .
- Education: B.S., Taylor University .
Equity Ownership
| Security Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | 22,507 | <1% | 10,447 directly; 8,000 via Rollin F. Ford Trust; plus 4,060 RSUs vesting within 60 days of Jan 6, 2025 |
| Class V‑1 Common | — | — | None disclosed |
| Class V‑3 Common | — | — | None disclosed |
- Hedging/pledging: Company policy prohibits hedging, short sales, margin purchases, and pledging of company stock for directors and insiders (alignment safeguard) .
- Section 16 filings: One late report attributed to Ford in FY2024 (administrative oversight) .
Governance Assessment
-
Strengths
- Independent director with deep supply chain and enterprise IT credentials; actively engaged via Audit and Nominating committees .
- Solid attendance; equity‑heavy compensation improves alignment (cash $65k vs. equity $166k in FY2024) .
- Audit Committee remit includes related‑party oversight; robust insider trading and clawback policies (implemented and assessed after an interim restatement) .
-
Watch‑items and potential conflicts
- Combined Chair/CEO with no Lead Independent Director reduces independent counterbalance; Walmart nomination and observer rights can tilt board dynamics and information access .
- Related‑party environment: C&S Wholesale Grocers (CEO’s affiliate) is a significant customer; Walmart is a major commercial counterparty and equity holder; requires vigilant Audit/Nominating oversight .
- Tax distributions: $116,985 paid to trusts for which Ford’s wife serves as trustee (reflects pass‑through entity tax distributions to equity holders); not requiring Audit Committee approval per policy but merits disclosure monitoring .
- Administrative control risk: one late Section 16 filing noted for Ford (minor process red flag) .
RED FLAGS
- Concentration of power: Chair/CEO combined; no Lead Independent Director .
- Strategic counterparty governance rights (Walmart), including nomination and observer, amid large commercial commitments .
- Related‑party transactions with C&S and Walmart necessitate stringent committee oversight to mitigate perceived conflicts .
Positive Signals
- Strong domain expertise in logistics/IT; committee participation in Audit and Nominating strengthens board effectiveness .
- Equity‑heavy director pay improves alignment; policy framework prohibits hedging/pledging and supports clawbacks .
Notes and Sources
- Director biography, independence, committees, age, tenure: .
- Board structure and Walmart rights: .
- Board observer agreements (Cohen family): .
- Attendance: .
- Director compensation program and Ford’s FY2024 pay: .
- Equity ownership and RSUs: .
- Insider trading and hedging policy: .
- Clawback and restatement assessment: .
- Related‑party transactions (C&S, Walmart), JV GreenBox: .
- Section 16 delinquency: .