Carla Harris
WalmartAbout Carla Harris
Carla A. Harris (age 62) has served on Walmart’s Board since 2017. She is Senior Client Advisor at Morgan Stanley, with over 30 years in investment banking and capital markets, and holds an A.B., magna cum laude, and an M.B.A. from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Senior Client Advisor | Dec 2021–present | Senior leadership in regulated finance, advising across technology, media, retail, telecom, transportation, healthcare, biotech |
| Morgan Stanley | Vice Chair, Wealth Management; Head of Multicultural Client Strategy | 2013–Dec 2021 | Workforce strategy; client engagement; leadership |
| Morgan Stanley | Managing Director and Senior Client Advisor | 1999–Dec 2021 | Execution teams in M&A, ECM, private placements, IPOs |
| Morgan Stanley | Various roles since 1987 | 1987–1999 | Broad execution, asset management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cummins Inc. | Director | Since May 2021 | Current public company board member |
| MetLife, Inc. | Director | Since Apr 2022 | Current public company board member |
| Landit | Director | Not disclosed | Private company board; additional nonprofit boards (Sesame Workshop, Morgan Stanley Foundation, SEO) |
Board Governance
- Committee assignments: Chair, Compensation and Management Development Committee (CMDC); Member, Nominating and Governance Committee (NGC); Member, Strategic Planning and Finance Committee (SPFC) .
- Committee activity: CMDC held 6 meetings; NGC 3; SPFC 4 in fiscal 2025 .
- Independence: The Board affirmatively determined Harris is independent under NYSE rules; CMDC membership meets heightened SEC/NYSE standards .
- Attendance: Board and committee overall attendance ~99%; each director attended at least 75% of meetings in fiscal 2025 .
- Lead Independent Director transition: Randall Stephenson becomes Lead Independent Director and NGC Chair effective June 5, 2025 (subject to re-election) .
Fixed Compensation
| Component | Amount | Structure | Notes |
|---|---|---|---|
| Annual retainer (cash) | $100,000 | Cash, paid quarterly (electable in shares/deferral) | Program components and form of payment |
| CMDC Chair fee | $20,000 | Cash, paid quarterly | Chair retainers for CMDC/NGC/SPFC/TeCC set at $20,000 |
| Cash fees earned FY2025 | $120,000 | Reported | Harris earned $120,000 in cash fees for fiscal 2025 |
| Shares in lieu of cash | 823 shares | $60,000 of fees elected in shares | Harris took $60,000 in shares in lieu of cash; 823 shares issued |
| Meeting fee (intercontinental travel) | $4,000 | Per in-person meeting requiring intercontinental travel | Policy (no specific usage disclosed) |
Performance Compensation
| Equity Grant | Grant Date | Shares/Units | Fair Value | Notes |
|---|---|---|---|---|
| Annual stock grant (FY2025 program) | June 6, 2024 | 2,978 shares | $199,973 | Board-approved $200,000 stock grant (~$67.15/share) for Outside Directors re-elected at 2024 meeting |
| Annual stock grant (FY2026 program) | June 5, 2025 | 2,348 shares | Not disclosed | Form 4 shows 2,348-share award to Harris (price field 0; reported as award) |
- Structure: Directors receive unrestricted shares annually; no stock options; no unvested restricted stock for Outside Directors as of Jan 31, 2025 .
- Deferral: Directors may elect to defer stock grants into stock units settled after board service .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public boards | Cummins Inc.; MetLife, Inc. |
| Potential interlocks/conflicts | Independence review flagged “Immaterial Transactions and Immaterial Ownership” and “Immaterial Position” categories for Harris (e.g., employee/officer of an entity with a business relationship; immediate family member employed by Walmart ≤$120,000); Board concluded relationships immaterial to independence . |
Expertise & Qualifications
- Finance, strategy, and senior leadership experience from a global investment bank and regulated industry exposure .
- Board skills framework emphasizes senior leadership; finance/accounting/financial reporting; regulatory/legal/risk management across the board composition .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 47,121 | April 11, 2025 | Table of officers, directors, and nominees |
| Percent of class | <1% (asterisk) | April 11, 2025 | As presented; 8,000,886,911 shares outstanding |
| Pledging | None | April 2025 | No pledging arrangements for directors/NEOs |
| Vested vs unvested | No options; no unvested restricted stock for Outside Directors | Jan 31, 2025 | Per director compensation notes |
| Ownership guidelines | 5x annual retainer; compliance | Ongoing | All Outside Directors at 5-year mark comply |
Insider Trades (Form 4 activity)
Governance Assessment
- Board effectiveness: Harris chairs CMDC overseeing executive compensation design, performance metrics (Sales, Operating Income, ROI), succession planning and human capital management; CMDC uses an independent consultant (Farient Advisors) and maintains robust pay-for-performance alignment and clawback policies .
- Independence and conflicts: The Board’s 2025 review affirmed Harris’s independence; immaterial relationships (including an immediate family member’s employment ≤$120,000) reviewed and deemed immaterial to independence .
- Director compensation/ownership alignment: Harris elected to receive $60,000 of cash fees in shares and receives annual stock grants; no options; complies with stock ownership guidelines (5x retainer) .
- Attendance/engagement: Strong board-level attendance (99%); directors at least 75% attendance; ongoing shareholder engagement covering ~1.6 billion shares (~38% of public float) on strategy, governance, compensation .
- Shareholder votes as signals: 2025 Say-on-Pay approved (For 6,338,327,929; Against 319,798,762); Stock Incentive Plan of 2025 approved (For 6,543,064,125; Against 112,795,593) .
RED FLAGS and Watch Items
- Immediate family employment at Walmart noted and reviewed (immaterial), but should be monitored as a potential perceived conflict .
- Harris’s advisory/employee relationships with external entities that have business with Walmart categorized as “immaterial transactions/ownership” in independence review—continue monitoring for any escalation beyond immaterial thresholds .
Director Compensation (FY2025) Details
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (Grant Date Fair Value) | $199,973 |
| Total | $319,973 |
| Shares received in lieu of cash | 823 shares (for $60,000 of fees) |
| Annual stock grant shares (2024 cycle) | 2,978 shares |
Committee Scope Highlights (as CMDC Chair)
- Approves CEO compensation; sets performance measures/goals; oversees succession, HCM and culture; may delegate to subcommittees .
- CMDC independence and “non-employee” director requirement met by all members .
Company Compensation Framework (Oversight Context)
- Performance metrics: Sales, Operating Income (annual cash incentive), ROI (long-term performance equity); caps and clawback policies reduce risk-taking .
- Shareholder engagement and disclosure practices support governance transparency .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Advisory Vote to Approve NEO Compensation | For: 6,338,327,929; Against: 319,798,762; Abstain: 9,938,169; Broker non-votes: 641,823,029 |
| Stock Incentive Plan of 2025 Approval | For: 6,543,064,125; Against: 112,795,593; Abstain: 12,205,142; Broker non-votes: 641,823,029 |
| Shareholder Engagement (post-2024 meeting) | 32 institutions engaged; ~1.6B shares; ~38% public float |
Related Party Transactions (FY2025 Context)
- Audit Committee reviews/approves covered transactions; disclosed family ties for executives; no Harris-specific related-party transaction disclosed beyond immaterial independence review items .
Director Stock Ownership Guidelines
- Requires 5x annual retainer within 5 years; all applicable directors in compliance .
Independence & Overboarding Policy (Context)
- Overboarding: Non-CEO directors expected to serve on no more than four other public company boards; policy mitigates time/attention risks .
Upcoming Committee Leadership Changes
- Lead Independent Director/NGC Chair transitions to Randall Stephenson as of June 5, 2025, affecting NGC leadership cadence; CMDC remains chaired by Harris .
Overall, Harris’s role as CMDC Chair and finance leadership background are aligned with Walmart’s performance-oriented executive pay framework and strong governance practices; immaterial relationships identified and reviewed by the Board do not undermine independence based on current disclosures .