Todd Krasnow
Director at SYM
Board
About Todd Krasnow
Independent director since June 2022; age 67 as of January 17, 2025; currently Chair of the Compensation Committee. Background spans executive marketing and operations (Staples EVP Sales & Marketing), private equity operating roles, and board/advisory positions; MBA from Harvard Business School, BA in Chemistry from Cornell University. Service on Symbotic’s Warehouse advisory board (2016–2022) provides company-specific context; independence affirmed by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symbotic Warehouse Advisory Board | Advisory board member | May 2016 – June 2022 | Pre-board engagement; familiarity with Symbotic operations |
| Cobbs Capital, Inc. | President | January 2005 – present | Private consulting leadership |
| Highland Consumer Fund / Porchlight Equity | Marketing domain expert; then Operating Partner | Jun 2007 – Feb 2017; Feb 2017 – Nov 2019 | Consumer investment expertise |
| Zoots, Inc. | Chairman; CEO | Chairman: Jun 2003 – Jan 2008; CEO: Feb 1998 – Jun 2003 | Led operations and scaling |
| Staples, Inc. | EVP Sales & Marketing; various roles | EVP: May 1993 – Jan 1998; prior roles: Mar 1986 – May 1993 | Built marketing/sales capability |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| C&S Wholesale Grocers | Advisory Board Member | Since 2006 | C&S is Symbotic affiliate and major customer; interlock risk |
| Ecentria (private) | Director | Not disclosed | Online retailer; private company |
| Kids2 Inc. (private) | Director | Not disclosed | Baby/toddler products; private company |
| Bakkavor, LTD (prior) | Director (prior) | Not disclosed | Prior public company board service |
| Carbonite, Inc. (prior) | Director (prior) | Not disclosed | Prior public company board service |
| Tile Shop Holdings, Inc. (prior) | Director (prior) | Not disclosed | Prior public company board service |
Board Governance
- Committee assignments: Compensation Committee Chair; not on Audit; not on Nominating & Corporate Governance; independence affirmed under Nasdaq rules .
- Meeting cadence and attendance: Board met 10 times in FY2024; each director attended ≥75% of board and applicable committee meetings; all directors attended the Annual Meeting .
- Committee activity: Compensation Committee met 4 times (charter authorizes independent advisor retention); Audit Committee met 9 times plus 4 subcommittee meetings; Nominating & Corporate Governance Committee met 2 times .
- Board leadership structure: Combined Chair/CEO (Richard Cohen); no Lead Independent Director designated; Walmart holds board observer rights and may recommend an independent nominee while ownership thresholds are met .
Fixed Compensation
| Component | FY2024 Policy ($) | FY2025 Policy ($) | Krasnow FY2024 Actual ($) |
|---|---|---|---|
| Board member annual retainer (cash) | 50,000 | 50,000 | 50,000 |
| Compensation Committee chair fee (cash) | 15,000 | 20,000 | 15,000 |
| Audit Committee member fee (cash) | 10,000 | 10,000 | — (not a member) |
| Nominating & Corp Gov Committee chair fee (cash) | 10,000 | 10,000 | — (not chair) |
| Total cash fees earned | — | — | 65,000 |
| Annual RSU grant (grant date fair value) | 175,000 | 265,000 | 166,176 reported for FY2024 grant |
| Total director compensation (cash + stock) | — | — | 231,176 |
Notes:
- RSU vesting: annual director RSUs vest upon the earlier of one year from grant, next annual meeting, or change of control .
- Krasnow received 4,060 RSUs on March 1, 2024 under the director program; vest on earlier of March 1, 2025, Annual Meeting, or change of control .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual RSUs (Director) | Time-based RSUs | None disclosed for directors | Earlier of 1 year, next annual meeting, or change of control |
| Initial appointment RSUs (Director) | $400,000 grant-date fair value | None disclosed for directors | Vest in 3 equal annual installments |
No performance-based pay (e.g., PSUs tied to revenue/EBITDA/TSR) is disclosed for non-employee directors; PSUs described elsewhere apply to executives, not directors .
Other Directorships & Interlocks
| Counterparty | Relationship | Financial Magnitude | Notes |
|---|---|---|---|
| C&S Wholesale Grocers | Affiliate; major customer; advisory board seat held by Krasnow | Revenue recognized: $58.9m (FY2024), $15.8m (FY2023), $3.5m (FY2022) | Ongoing contracts through Sep 2029; material customer exposure |
| C&S Wholesale Grocers (Aircraft time-sharing) | Aircraft time-sharing agreements (Dec 2021, May 2022) | Payments: $1.1m (FY2024), $0.9m (FY2023), $0.7m (FY2022) | Business-purpose flights per policy |
| C&S Wholesale Grocers (Shared services) | Shared services; unwritten arrangements transitioning to formal agreements | Expenses: $1.9m (FY2024), $2.9m (FY2023), $0.2m (FY2022) | Allocation and liability terms being formalized |
Expertise & Qualifications
- Education: MBA, Harvard Business School; BA in Chemistry, Cornell University .
- Functional expertise: senior executive in marketing and business development; investment and operating experience in consumer/retail; board service across public/private companies .
- Board selection rationale: experience as senior executive; investment/marketing/business development credentials; prior board experience .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A | 80,447 | <1% | Direct/indirect holdings; plus 4,060 RSUs vesting within 60 days of Jan 6, 2025 |
| Class V-1 | 1,090,608 | 1.4% | Direct/indirect via trusts and Inlet View, Inc.; beneficial ownership disclaimed beyond pecuniary interest |
| Class V-3 | — | — | No holdings disclosed |
Aggregate context:
- Total beneficial (by count across classes): 84,507 Class A including RSUs within 60 days + 1,090,608 Class V-1; address: c/o Symbotic, 200 Research Drive, Wilmington, MA 01887 .
Governance Assessment
- Strengths: Independent director and Compensation Committee Chair; committee independence affirmed; compensation committee charter allows independent consultant engagement; regular meeting cadence; strong director election support (Krasnow received 1,367,852,800 “For” vs 583,065 “Withheld”) .
- Signals of investor confidence: Say-on-pay passed with 1,367,360,411 “For” vs 963,769 “Against”; annual say-on-pay frequency supported (1,366,202,537 votes for 1-year) .
- Alignment: Time-based RSU grants for directors; hedging and pledging prohibited under Insider Trading Policy; no short sales or margin purchases permitted .
- Attendance & engagement: ≥75% attendance and all directors at Annual Meeting; compensation committee met 4x in FY2024 .
- Board structure risk: Combined Chair/CEO without Lead Independent Director; Walmart retains observer and recommendation rights, potentially influencing board dynamics .
- Related-party exposure: Krasnow’s advisory role at C&S intersects with Symbotic’s material customer and shared services relationships; aircraft time-sharing payments and shared services with C&S represent ongoing related-party flows requiring continued oversight by independent committees .
- Section 16(a) compliance: One late report for Krasnow in FY2024 (minor process red flag); other directors had isolated delinquencies as well .
Director Election Results (2025 Annual Meeting)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Todd Krasnow | 1,367,852,800 | 583,065 | 15,775,026 |
Director Compensation Detail (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Todd Krasnow | 65,000 | 166,176 | — | 231,176 |
Director program parameters:
- FY2024 annual RSU grant fair value $175,000; FY2025 annual RSU grant fair value $265,000; initial appointment RSUs $400,000 vesting over three years .
Committee Structure and Activity (FY2024)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Compensation | Todd Krasnow; Merline Saintil; Daniela Rus (joined Nov 2024) | Todd Krasnow | 4 |
| Audit | Charles Kane; Rollin Ford; Vikas Parekh | Charles Kane | 9; plus 4 subcommittee meetings |
| Nominating & Corporate Governance | Merline Saintil; Rollin Ford; Vikas Parekh | Merline Saintil | 2 |
Say-on-Pay and Shareholder Voting (2025 Annual Meeting)
| Proposal | For | Against | Withheld | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Advisory vote on executive compensation | 1,367,360,411 | 963,769 | 111,685 | 15,775,026 | Passed |
| Advisory vote on frequency (1 year) | 1,366,202,537 | 90,168 (2 years) | 2,090,871 (3 years) | 52,289 (withheld) | 1-year supported |
Related Party Transactions (Context for Conflict Risk)
| Category | FY2024 | FY2023 | FY2022 | Notes |
|---|---|---|---|---|
| Revenue from C&S customer contracts | $58.9m | $15.8m | $3.5m | Systems implementation and software maintenance; obligations through Sep 2029 |
| Aircraft time-sharing reimbursements to C&S | $1.1m | $0.9m | $0.7m | Business purpose flights under FAA rules |
| Facility/services expenses paid to C&S | $1.9m | $2.9m | $0.2m | Shared services; unwritten arrangements transitioning to formal agreements |
Additional note: Symbotic Holdings’ tax distributions included amounts paid to Krasnow, family members, a related trust, and Inlet View, Inc. (Krasnow is President/CEO), per LLC agreement; payments did not require audit committee approval under the Related-Party Transaction Policy .
Equity Ownership and Beneficial Interests
| Holder | Class A (#) | Class V-1 (#) | RSUs vesting ≤60 days (#) | Combined ownership (%) |
|---|---|---|---|---|
| Todd Krasnow | 80,447 | 1,090,608 (1.4%) | 4,060 | Class A: <1%; Class V-1: 1.4% |
Disclosure: Krasnow’s beneficial holdings include direct, trust, and entity holdings (e.g., The Krasnow Family 2019 Charitable Remainder Unitrust; The Todd and Deborah Krasnow Charitable Remainder Unitrust; The Todd and Deborah Krasnow Foundation; Inlet View, Inc.); he disclaims beneficial ownership except to the extent of his pecuniary interest .
Risk Indicators & RED FLAGS
- Related-party interlock: Advisory role at C&S (affiliate and material customer), with significant revenue and shared service flows; necessitates robust recusal and Audit Committee oversight. RED FLAG: potential conflicts due to advisory role linkage and shared services/aircraft arrangements .
- Governance structure: Combined Chair/CEO without Lead Independent Director; monitoring of independent oversight recommended .
- Section 16(a) compliance: One late ownership report for Krasnow in FY2024; procedural control opportunity. RED FLAG: minor compliance lapse .
- Hedging/pledging prohibition: Insider Trading Policy bans hedging, pledging, derivatives, margin purchases; supports alignment (mitigates common red flags) .
- Compensation Committee interlocks: None; members were not officers or participants in disclosable related-party transactions; positive governance signal .
Governance Quality Summary
- Independence and committee leadership: Strong—independent director, chairs Compensation Committee; committee operates under charter permitting independent advisors .
- Attendance and engagement: Adequate—≥75% attendance; active committee schedule; Annual Meeting attendance by all directors .
- Shareholder support: High—overwhelming “For” votes for Krasnow’s election and say-on-pay .
- Conflicts: Material related-party exposure via C&S intertwined with Krasnow’s advisory role; requires consistent disclosure, recusals, and oversight to preserve investor confidence .
- Alignment: Time-based RSUs and anti-hedging/pledging policy support long-term alignment; director compensation increased equity grant value in FY2025, maintaining equity-heavy mix .