AABA Altaba Inc

By Sarah Nassauer 

Wal-Mart Stores Inc. is bringing in the next generation of Walton family members to its board, nominating a grandson of founder Sam Walton.

Steuart Walton, a 34-year-old lawyer and pilot, would be the first of his generation of Waltons to have a presence on the retail giant's board. He would join at the same meeting where his father, Jim Walton, steps down. He would serve alongside his uncle Rob Walton, a retired chairman and director since 1978.

The move is part of a broader revamp of Wal-Mart's boardroom. The company said four current directors are retiring and it will cut the size of its board to 12 from 15 following its annual meeting on June 3 as part of a plan to "strengthen the board for the future."

In addition to Jim Walton, the company said Aida Alvarez, Roger Corbett and retired Chief Executive Mike Duke will leave the board. Ms. Alvarez and Mr. Corbett are rotating off the board after a decade, in line with the company's governance guidelines. Wal-Mart is one of the few S&P 500 companies with term limits for directors.

A smaller group will "position the board to react and be more nimble," said Wal-Mart spokesman Randy Hargrove. Seventy-four % of S&P 500 companies have 9 to 12 board members, he said. The company noted that three remaining board members have expertise in technology at a time when the retailer is investing heavily to boost e-commerce sales.

The Walton family holds a controlling 51% stake in the company founded by Sam Walton in 1962 as a discount retailer. The family held 1.61 billion shares as of April 8, a stake currently worth more than $110 billion. Historically, three members of the Walton family have been members of the company's board. The current board chairman, Greg Penner is married to Carrie Walton Penner, the daughter of Rob Walton.

Steuart Walton, like many members of his family, has worked at Wal-Mart but he left in February 2013 to start his own company. His firm, Game Composites Ltd., designs and builds small composite aircraft. At Wal-Mart for about two years, he worked in the company's M&A department, according to Wal-Mart's proxy filing. Before working at Wal-Mart, he was an associate for three years in the London office of Allen & Overy LLP, a law firm. He has a law degree from Georgetown University.

"He has a strong history and familiarity with the company," said Mr. Hargrove.

The changes mean Wal-Mart will have a board that is younger than most of its peers. According to the company's proxy filing, the median age of its proposed slate of new directors is 57. The median age of directors at S&P 500 companies was 63, according to a Journal analysis of proxies filed through Oct. 30. At that time, the median age of a Wal-Mart director was 66.

In addition to Steuart Walton, the Wal-Mart board includes 32-year-old Instagram founder Kevin Systrom and 40-year-old Yahoo Inc. CEO Marissa Mayer. Mr. Penner is 46.

"We're now living in a new period of disruption, largely driven by rapid technological advances, and that change is likely to accelerate even further," said CEO Doug McMillon, who is also 46 years old.

Wal-Mart's proxy showed that Mr. McMillon's total compensation last year was valued at $19.8 million, up from $19.4 million in 2014. Stock awards, the largest component of the total figure, declined to $14.3 million from $14.6 million.

Wal-Mart said its financial performance last year "did not meet the challenging targets established" at the beginning of the year. As a result, incentive payouts to top executives were below target levels.

Mr. McMillon's cash incentive plan payout was $3.4 million, representing 83.7% of the target. His base salary rose to $1.26 million from $1.2 million.

Josh Beckerman contributed to this article.

Write to Sarah Nassauer at sarah.nassauer@wsj.com

(END) Dow Jones Newswires

April 20, 2016 19:23 ET (23:23 GMT)

Altaba (NASDAQ:AABA)
Historical Stock Chart
From Mar 2024 to Apr 2024

Altaba (NASDAQ:AABA)
Historical Stock Chart
From Apr 2023 to Apr 2024