Brian Niccol
WalmartAbout Brian Niccol
Brian Niccol, age 51, is an independent director of Walmart since 2024 and serves as Chairman and CEO of Starbucks Corporation (appointed September 2024). He sits on Walmart’s Compensation and Management Development Committee (CMDC) and Technology and eCommerce Committee (TeCC). Walmart’s Board affirmatively determined him to be independent; overall Board/committee attendance was ~99% in FY2025 with each director at least 75%. As a public-company CEO, he is within Walmart’s overboarding guideline (CEOs may serve on no more than two other public-company boards).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | Chairman & CEO | Sep 2024–present | N/A |
| Chipotle Mexican Grill, Inc. | CEO & Director; Chairman from Mar 2020 | Mar 2018–Aug 2024 | N/A |
| Taco Bell (Yum! Brands) | CEO; President; Chief Marketing & Innovation Officer | Jan 2015–Feb 2018; May 2013–Jan 2015; Oct 2011–May 2013 | N/A |
| Pizza Hut U.S. (Yum! Brands) | VP; CMO; GM | Nov 2005–Oct 2011 | N/A |
| Procter & Gamble | Marketing/Brand Mgmt roles | 1996–2005 | N/A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | Chairman & CEO | Sep 2024–present | N/A |
| Chipotle Mexican Grill, Inc. | Director; Chairman | Mar 2018–Aug 2024; Chairman Mar 2020–Aug 2024 | N/A |
| KB Home | Director | Jul 2021–Apr 2024 | N/A |
| Harley-Davidson | Director | 2016–2021 | N/A |
Board Governance
- Committee memberships: CMDC (independent), TeCC (independent); CMDC met 6 times; TeCC met 3 times in FY2025.
- Independence: Board affirmatively determined Niccol is independent under NYSE/SEC rules.
- Attendance: Board held 5 meetings; overall Board/committee attendance ~99%; each director ≥75%.
- Shareholder support signals (2025 AGM): All 12 nominees elected; advisory say‑on‑pay approved; 2025 Stock Incentive Plan approved.
Fixed Compensation
Walmart’s Outside Director compensation framework:
| Component | Annual Amount | Form |
|---|---|---|
| Annual Stock Grant | $200,000 | Shares; DSU deferral elective |
| Annual Retainer (All Outside Directors) | $100,000 | Cash; shares or DSU deferral elective |
| Chair Retainers (Audit/Other) | $30,000 (Audit); $20,000 (CMDC/NGC/SPFC/TeCC) | Cash |
| Lead Independent Director | $50,000 | Cash |
| Non‑Executive Chairman | $225,000 | 50% shares / 50% cash |
Brian Niccol – FY2025 Director Compensation:
| Item | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 75,000 | Deferred into 956 DSUs |
| Stock Awards (Grant date fair value) | 199,973 | Annual grant; DSU deferral elective |
| All Other Compensation | — | None |
| Total | 274,973 |
Additional details:
- Annual stock award for re‑elected Outside Directors: 2,978 shares ($200,000 ÷ $67.15 on 6/6/2024), DSU deferral allowed.
- Director stock ownership guideline: 5× annual retainer within five years of initial election.
Performance Compensation
Directors do not receive stock options or non‑equity incentive plan compensation; no performance metrics apply to director pay.
Other Directorships & Interlocks
| Company | Relationship to Walmart | Board Independence Notes |
|---|---|---|
| Starbucks Corporation | CEO/Chairman; Walmart sells consumer goods broadly; no specific related‑party transaction disclosed | Board deemed Niccol independent; relationships of Independent Directors with entities doing business with Walmart were evaluated and determined immaterial. |
- Independence review categories for Independent Directors (including Niccol) included “Immaterial Transactions/Ownership” and “Immaterial Positions/Ownership”; aggregate amounts met immateriality thresholds (generally <$1,000,000 or <2% revenues; and <$5,000,000 or <5% revenues).
Expertise & Qualifications
- Retail leadership, digital strategy, marketing/brand management; 25+ years across global restaurant and CPG brands.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Notes | Percent of Class |
|---|---|---|---|
| Brian Niccol | 6,191 | Includes 4,247 deferred stock units settled after board service | <1% |
Policy alignment:
- No hedging; restrictions on pledging; currently no directors or executive officers have pledging arrangements involving Walmart stock.
Governance Assessment
- Board effectiveness: Niccol is independent, serves on CMDC (compensation oversight, succession, culture) and TeCC (AI/technology oversight)—key levers for Walmart’s omnichannel strategy and human capital risk. Committee independence and active meeting cadence support robust oversight.
- Ownership alignment: He deferred director cash fees into DSUs and holds DSUs, aligning with long‑term value and the 5× retainer ownership guideline timeline.
- Shareholder confidence: Strong 2025 AGM outcomes (director elections and say‑on‑pay approval) reduce governance overhang.
- Conflicts review: As Starbucks CEO, potential commercial interlocks are mitigated by Walmart’s Transaction Review Policy and Board’s immateriality determinations; independence affirmed. No related‑party transactions disclosed involving Niccol; no Section 16 delinquencies noted for him.
- RED FLAGS: None disclosed specific to Niccol—no hedging/pledging; no option repricing; no director meeting attendance issues reported; not chairing committees that could pose undue influence. Monitor ongoing independence given external CEO role and any future transactions with entities tied to him.