Walmart board to remain at 11; board opposes all submitted shareholder proposals

Walmart’s board of directors is a mix of outside retired business managers, Walmart officers and Walton family members. Company shareholders will vote on a slate of 11 directors at the company’s annual shareholder business meeting – held virtually – set for June 1.

A recent proxy filing with the U.S. Securities & Exchange Commission outlined the list of board candidates. Following are the board candidates standing for re-election.
• Cesar Conde, age 48, chairman of NBCUniversal News Group. Conde joined the board in 2019.
• Tim Flynn, age 65, retired chairman of KPMG. Flynn joined the board in 2012.
• Sarah Friar, 49, director of Nextdoor Holdings. She joined the board in 2018.
• Carla Harris, 59, senior advisor at Morgan Stanley. Harris joined the board in 2017.
• Tom Horton, 60, lead independent director, former chairman of American Airlines. He joined the board in 2014.
• Marissa Mayer, 46, former CEO of Yahoo, and co-founder of Sunshine Products. She joined the board in 2012.
• Randall Stephenson, 61, retired CEO of AT&T. He joined the board in 2021.
• Doug McMillon, 55, CEO of Walmart. He joined the board in 2013.
• Greg Penner, 52, chairman, Penner became a director in 2008 and is the son-in-law of former board chairman Rob Walton.
• Rob Walton, 77, retired chairman. He joined the board in 1978.
• Steuart Walton, 40, founder of RZC Investments. Board member since 2016.

Walmart’s board has an average age of 56 years with an average tenure of 8 years. Those numbers are skewed somewhat as Rob Walton has been a director for 44 years and is the only director older than 70. Omitting the 77-year-old Walton from the group the average age is 48.6 years.

Walmart also has rules governing its independent directors of which there are seven.  Independent directors have a term limit of 12 years. Walmart said four directors were appointed in the past five years, three of whom are women or racially diverse individuals. Walmart said 27% of its directors are women, 18% are ethnically or racially diverse, 90% have senior leadership experience, more than half have finance expertise and regulatory or legal experience, 63% have technology expertise, and 36% have retail experience.

Directors receive annual base pay of $175,000 in Walmart stock and $100,000 in cash. Directors with leadership roles receive additional pay. The non-executive chairman, Greg Penner, receives $225,000 that is paid annually 50% in cash and 50% in stock. The lead independent director, Tom Horton, received additional funds of $35,000 on top of the base pay. The chairman of the audit committee receives a $25,000 retainer and three other committee chairs receive a $20,000 retainer for their leadership roles. McMillon does not receive additional pay for his board participation as he is compensated as an employee at Walmart.

Walmart also requires each outside director to own within five years of the board appointment shares equal to five times the value of their annual retainer. Walmart said all board candidates meet this requirement. The board is to support executive compensation, approval of all directors to a term of one year and ratification of Ernst & Young as independent accountants.

The Walmart board opposes all seven of the shareholder proposals included in this year’s proxy filing. Given the board’s number of shares and the Walton family’s near 50% of voting share ownership it’s unlikely any proposal is approved without family or board support.

The issues Walmart’s board is against include: A required report on animal welfare practices brought by the Humane Society of the U.S.; Creation of the pandemic workforce council, brought by Cynthia Murray, a Walmart employee for 20 years; Report of reproductive healthcare legislation, brought by Clean Yield Asset Management; Report on the alignment of racial justice goals and starting wages, brought by Franciscan Sisters of Perpetual Adoration; Civil rights and non-discrimination audit, brought by the National Center for Public Center Research; Report on charitable donation disclosures, brought by the National Policy Center; and Report of lobbying disclosures, brought by Zevin Asset Management.