Seth Dallaire
About Seth Dallaire
Seth Dallaire (age 54) joined Shift4 Payments’ Board on February 20, 2025, and is nominated as a Class II director for a term through the 2028 annual meeting. He is Walmart’s executive vice president and chief growth officer; previously CRO of Walmart U.S. (Oct 2021–Oct 2024), Instacart CRO (Oct 2019–Oct 2021), and Amazon VP of global advertising sales and marketing (2012–2019). He holds a BA from Vassar College and an MBA from NYU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart | EVP & Chief Growth Officer | Current (as of proxy) | Senior growth leadership |
| Walmart U.S. | EVP & Chief Revenue Officer | Oct 2021–Oct 2024 | Revenue leadership |
| Instacart | Chief Revenue Officer | Oct 2019–Oct 2021 | Commercial leadership |
| Amazon | VP, Global Advertising Sales & Marketing | 2012–2019 | Built global ads revenue |
| Yahoo!, Microsoft | Sales leadership roles | Prior to 2012 | Go-to-market roles |
External Roles
| Organization | Position | Start | Notes |
|---|---|---|---|
| Walmart | EVP & Chief Growth Officer | Not disclosed | Current role; significant commercial responsibilities |
Board Governance
- Class II director nominee (term to 2028); Board currently eight directors with staggered classes .
- Independence: Board determined Dallaire qualifies as independent under NYSE rules .
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees as of the proxy’s committee matrix .
- Lead independent director: Christopher Cruz .
- Executive sessions: Independent directors meet without management no less than twice per year; at least one executive session annually .
- Attendance: In 2024, each director attended ≥75% of Board and committee meetings; Dallaire joined in 2025 (no 2024 attendance applicable) .
- Controlled company: Shift4 is a controlled company under NYSE rules due to Jared Isaacman’s voting power; may rely on governance exemptions (e.g., not majority independent committees) .
Fixed Compensation
Non-employee director compensation policy (applies to Dallaire from his appointment):
| Component | Amount/Formula | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $50,000 per year | Paid quarterly in arrears; prorated if service partial quarter |
| Initial RSU grant | Fair value = $210,000 × fraction of year since prior annual meeting | Vests in full on first anniversary of grant; change-in-control accelerates |
| Annual RSU grant | $210,000 fair value at each annual meeting | Vests in full on first anniversary of grant; change-in-control accelerates |
| Committee chair/member fees | Audit Chair $30,000; Audit Member $15,000; Comp Chair $22,500; Comp Member $10,000; Nominating Chair $18,000; Nominating Member $5,500 | Prorated for service; paid quarterly |
Note: Dallaire joined Feb 20, 2025; the 2024 director compensation table shows no 2024 pay for him because he was not on the Board then .
Performance Compensation
- Directors receive time-based RSUs (no PSUs/options or performance metrics tied to director pay are disclosed). Initial and annual RSUs vest on time schedules; no bonus metrics apply to directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction Disclosure |
|---|---|---|
| None disclosed | — | No other public company boards disclosed for Dallaire in the proxy . |
- Selection process: Dallaire was initially recommended to the Nominating & Corporate Governance Committee by the CEO (Jared Isaacman) .
- Related-party/transactions: Shift4 discloses a robust Related Person Transaction Policy overseen by the Audit Committee; no related party transactions involving Dallaire or Walmart are disclosed in the proxy -.
Expertise & Qualifications
- Senior operating experience in retail/e-commerce and digital advertising; leadership in revenue growth and commercialization at Walmart, Instacart, and Amazon .
- Education: BA (Vassar), MBA (New York University) .
- Independent director designation under NYSE rules .
Equity Ownership
| Holder | Security | Amount | Status/Notes |
|---|---|---|---|
| Seth Dallaire | RSUs | 617 units | RSUs vesting within 60 days of April 22, 2025 counted as beneficial ownership; <1% ownership |
Ownership alignment and policies:
- Director stock ownership guidelines: Directors must hold 5× cash retainer; compliance generally required within five years; until met, 50% of net shares from grants must be retained .
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging and pledging of Company securities absent advance approval by General Counsel; broad anti-hedging stance applies to directors .
Governance Assessment
- Independence and skills: Dallaire brings large-scale commercial and digital advertising expertise and is classified as independent, supporting board effectiveness .
- Committee participation: Not assigned to committees as of the proxy—limits near-term committee influence; monitoring future committee placement is warranted -.
- Ownership alignment: Initial RSU position (617) is small; guidelines require building ownership to 5× retainer within five years, which should strengthen alignment over time .
- Controlled company considerations: Governance exemptions may reduce the proportion of independent directors/committees; lead independent director structure helps mitigate but investor protections are lower versus non-controlled companies .
- Potential conflicts: Senior executive role at Walmart (a major merchant) could present perceived conflicts if material commercial relationships arise; no Walmart-related transactions are disclosed, and Shift4’s Related Person Transaction Policy places approval with the Audit Committee if any arise (mitigating control) .
- Engagement and attendance: Board met nine times in 2024 with solid attendance; Dallaire’s attendance record will begin in 2025; independent directors hold executive sessions at least annually, enhancing oversight .
RED FLAGS to monitor: Controlled company status and CEO-recommended nomination ; potential future related-party interactions given Walmart role (none disclosed currently, but policy exists) ; initially low personal share ownership until guidelines are met .