Brett Biggs

About Brett Biggs

Former Executive Vice President and Chief Financial Officer of Walmart, Inc.; age 56 with 1 year of PG board tenure as of the 2024 proxy, serving on the Audit and Innovation & Technology Committees and deemed independent and an Audit Committee Financial Expert by PG’s Board . Background includes Walmart CFO roles (U.S., International, corporate), Sam’s Club operations, and earlier finance/M&A roles at Leggett & Platt, Phillips Petroleum, and Price Waterhouse; his experience spans global finance, tax/treasury, capital strategy, omnichannel retail transformation, and governance .

Past Roles

Organization	Role	Tenure	Committees/Impact
Walmart, Inc.	EVP & CFO	2016–Jun 2022; Executive Advisor until Jan 2023	Senior leadership, finance, capital strategy, reporting
Walmart International	CFO	2014–2016	Global finance, expansion/partnerships (Japan, China, India, UK, Brazil)
Walmart U.S.	CFO	2012–2014	U.S. retail finance, operations alignment
Sam’s Club (Walmart)	SVP Operations	2010–2012	Operations leadership
Walmart subsidiaries/roles	CFO Sam’s Club; SVP Corporate Finance & Assistant Treasurer; SVP International Strategy & M&A	Various (pre-2010)	Corporate finance; M&A
Leggett & Platt; Phillips Petroleum; Price Waterhouse	Corporate finance / M&A roles	Pre-2000	Finance/M&A experience

External Roles

Organization	Role	Tenure	Notes
J.B. Hunt Transport Services, Inc.	Director	Since Apr 2025	Transportation/logistics expertise
YUM! Brands, Inc.	Director	Since 2023	Consumer/retail governance
Adobe, Inc.	Director	2022–Apr 2025	Digital/media and tech oversight
Blackstone	Senior Advisor	Current as of 2023 proxy	Asset management advisory

Board Governance

Committee assignments: Audit and Innovation & Technology; not a chair .
Independence: Board determined Biggs is independent; all Committee members independent; Biggs designated Audit Committee Financial Expert; Audit members financially literate .
Attendance/engagement: FY 2024-25 Board held 6 meetings; Committees 21; none of incumbents <75% attendance; average ~98%; directors attended the Oct 8, 2024 annual meeting . Independent directors held eight executive sessions in FY 2024-25 led by the Lead Director .

Fixed Compensation

Metric	FY 2023-24	FY 2024-25
Annual Retainer (Cash or RSUs)	$86,959 (pro-rated)	$120,000
Committee Chair & Lead Director Fees	$0	$0
Fees Taken as RSUs (Director election)	$81,959 (Grant Date FV $82,244)	$60,000 (Grant Date FV $60,196)
Total Fees Earned/Paid in Cash	$86,959	$120,000

Notes:

Directors may elect fees in cash, RSUs, or common stock; RSUs for fees vest immediately and earn dividend equivalents .

Performance Compensation

Component	FY 2023-24	FY 2024-25	Vesting/Settlement
Annual Director RSU Grant	$220,000	$220,000	Vests after one year; earns dividend equivalents; settlement changes: beginning Oct 2025, settlement at one-year service date with option to defer; pro-rata vesting on good-term departure effective Oct 2024

Directors do not receive performance-linked PSUs or options; director equity is time-vested RSUs with dividend equivalents, aligned via holding/settlement and ownership guidelines .

Other Directorships & Interlocks

Item	Detail
Current public boards	J.B. Hunt Transport Services, Inc. (since Apr 2025); YUM! Brands, Inc. (since 2023)
Prior public board	Adobe, Inc. (2022–Apr 2025)
Potential interlocks/conflicts	PG’s long-standing commercial relationship with Walmart (~15% of sales in each of the last three fiscal years); Biggs retired from Walmart >6 months prior to nomination; Audit Committee reviewed and approved the relationship as not inconsistent with Company interests

Expertise & Qualifications

Finance/Accounting: Former Walmart CFO; expertise in accounting/reporting, tax, treasury, capital strategy; designated Audit Committee Financial Expert at PG .
Global operations: CFO Walmart International; led expansions/partnerships across key markets (Japan, China, India, UK, Brazil) .
Digital/Technology: Leadership during Walmart’s omnichannel transition; prior Adobe board service; FinTech JV board involvement .
Governance/Risk: Extensive board service and senior leadership roles; strategy and risk management experience .

Equity Ownership

Metric	As of Jun 30, 2024	As of Jun 30, 2025
Common shares (Direct/PS Plan)	Not disclosed (no amount shown for Biggs)	Not disclosed (no amount shown for Biggs)
Right to acquire within 60 days	Not disclosed for Biggs	Not disclosed for Biggs
Trusteeships/Family holdings	Not disclosed for Biggs	Not disclosed for Biggs
Restricted Stock Units (unvested/deferral units)	2,071 RSUs	3,806 RSUs

Policies/alignment:

Director stock ownership guideline: 6x annual retainer; all non-employee Directors either meet or are on track within five years .
Hedging/pledging prohibited for Directors; insider trading policy bans hedging, short sales, pledging, collars, and related derivatives .
Related person transaction review: Audit Committee oversight and approval required; no reportable related-person transactions beyond those disclosed (none involving Biggs) .

Governance Assessment

Positive signals: Independent director and Audit Committee Financial Expert designation; service on Audit and Innovation & Technology Committees enhances oversight of financial integrity and innovation risk; high Board/Committee attendance (avg ~98%) and regular executive sessions demonstrate engagement . PG’s 2024 Say-on-Pay approval at 90.65% indicates broad shareholder support for governance/comp practices .
Conflict risk mitigated: Historical Walmart relationship reviewed/approved by Audit Committee, with Biggs retired >6 months prior to nomination; policy framework for related-party transactions and prohibitions on hedging/pledging reduce alignment risks .
Compensation alignment: Director pay structure balanced (cash retainer + time-vested RSUs) with strong ownership guidelines; Biggs elected a portion of fees in RSUs, increasing skin-in-the-game .