Bob Moritz
WalmartAbout Bob Moritz
Bob Moritz (age 61) is an independent director of Walmart, appointed August 15, 2024, with committee assignments on Audit and Technology & eCommerce (TeCC) and designated by the Board as an “audit committee financial expert.” He previously served as Global Chairman of PwC (2016–2024) and U.S. Chair & Senior Partner (2009–2016). He holds a B.S. from SUNY Oswego and currently serves on the boards of Northern Trust Corporation, SUNY Oswego University Foundation, and Generational Unlimited .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Global Chairman | 2016–2024 | Led global professional services firm; audit/assurance expertise across industries and regions |
| PwC | U.S. Chair & Senior Partner | 2009–2016 | Oversaw U.S. firm leadership, governance, and client service |
| PwC | U.S. Assurance Leader | 2006–2009 | Led U.S. assurance practice |
| PwC | NY/Metro Managing Partner | 2004–2006 | Regional leadership and operations |
| PwC | Financial Services Audit & Business Advisory Leader | 2001–2004 | Financial services focus; risk and regulatory expertise |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Northern Trust Corporation | Director (public company) | Mar 1, 2025 | Current other public board; financial services |
| SUNY Oswego University Foundation | Director/Trustee | n/a | Non-profit board service |
| Generational Unlimited | Director | n/a | Philanthropic/impact organization |
| World Economic Forum International Business Council | Member (prior) | n/a | Global business policy engagement |
Board Governance
- Committee assignments: Audit; Technology & eCommerce (TeCC). Not a chair of any committee .
- Audit Committee financial expert: The Board designated Moritz as an “audit committee financial expert,” alongside Tim Flynn, Sarah Friar, and Tom Horton .
- Independence: The Board affirmatively determined Moritz is independent under NYSE rules; all Audit, CMDC, and NGC members are independent .
- Attendance and engagement: The Board met 5 times in fiscal 2025; overall attendance ~99% across Board and committees, and each director attended at least 75% of the meetings on which they served .
- Board structure & oversight: Walmart separates Chair and CEO roles; Lead Independent Director role in place; robust risk and strategy oversight across committees (including cybersecurity oversight at Audit; AI/tech oversight at TeCC) .
- Shareholder voting signal: Moritz was elected with 6,633,444,851 votes FOR, 29,659,606 AGAINST, 4,960,403 ABSTAIN (strong support) at the June 5, 2025 Annual Meeting .
- Potential conflicts/related-party: The Board’s independence review noted only immaterial relationships (if any) and found no material relationship compromising independence; Audit Committee reviews any related person transactions under a formal policy .
Fixed Compensation
| Component | FY2025 Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | Pro-rated; part of $100,000 annual retainer | Paid quarterly; Moritz elected to receive 435 shares in lieu of a portion of cash ($37,778 total cash reported) . |
| Annual stock grant | $161,069 (pro-rated); 2,201 shares at $73.18 grant-date close | Proration from $200,000 standard grant; awarded on Aug 15, 2024 . |
| Total FY2025 director compensation | $198,847 | Fees $37,778; Stock awards $161,069; No other comp . |
| Program design (all Outside Directors) | $100,000 cash retainer; $200,000 annual stock grant; additional chair retainers (Audit $30k; CMDC/NGC/SPFC/TeCC $20k); Lead Independent Director $50k; Non-Exec Chair $225k (50% stock/50% cash); $4,000 intercontinental in-person meeting fee | Payments quarterly; directors may elect to take in cash, shares, or defer into stock units/cash account . |
Performance Compensation
| Element | Performance-linked? | Metrics | Notes |
|---|---|---|---|
| Director equity and cash retainers | No | n/a | Walmart does not use performance metrics for non-management director pay; no stock options; no non-equity incentive plan for directors . |
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Northern Trust Corporation | Financial Services | Director | Board deemed Moritz independent; any relationships reviewed and found immaterial under NYSE standards . |
| SUNY Oswego University Foundation | Non-profit | Director/Trustee | Not a related-party transaction; governance oversight notes immaterial positions permissible . |
| Generational Unlimited | Non-profit | Director | Not a related-party transaction; immaterial positions category covers non-profit boards . |
Expertise & Qualifications
- Financial reporting, audit, and risk management expertise; over 35 years across assurance and advisory roles; Audit Committee financial expert designation .
- Global/international leadership experience, including time with PwC Japan and oversight of complex multinational operations .
- Technology/eCommerce oversight through TeCC membership (covers AI, data, infrastructure modernization) .
- Education: Bachelor’s degree (SUNY Oswego) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 8,367 shares (less than 1% of class) as of April 11, 2025 . |
| Pledged shares | None; “None of our directors or Executive Officers have any pledging arrangements in place involving Walmart stock.” Hedging prohibited; pledging restricted . |
| Ownership guidelines | Outside Directors must own ≥5x annual retainer within 5 years of initial election; directors may defer equity/retainer into stock units . |
Governance Assessment
- Strengths for investor confidence:
- Deep audit/financial reporting expertise and Audit Committee financial expert status supports strong oversight of financial reporting, controls, and enterprise risk; relevant as Walmart scales new businesses and modernizes technology .
- Independent director with broad international leadership; sits on TeCC aligning governance with AI/tech risk oversight .
- Strong shareholder support in 2025 director election; say-on-pay and stock plan also approved, indicating broad confidence in governance and pay programs .
- Compensation/Alignment:
- Director pay is balanced between cash and time-based equity; no options, no performance payouts; robust stock ownership guidelines; deferral options further align incentives .
- Conflicts/Related-party risk:
- Independence affirmed after explicit review; any relationships categorized as immaterial; Audit Committee oversees related-person transactions under a formal policy .
- Attendance/engagement:
- Board and committees had robust schedules (5 Board, 24 committee meetings in FY2025) with ~99% overall attendance; directors are expected to attend annual meetings; Moritz joined post-2024 meeting .
- RED FLAGS: None disclosed specific to Moritz (no pledging/hedging; no related-party transactions; no overboarding concerns disclosed). Continued monitoring warranted for any services with entities tied to his other directorships, though the Board’s 2025 independence review found such relationships immaterial .