Cesar Conde
WalmartAbout Cesar Conde
Cesar Conde, age 51, is an independent director of Walmart Inc., serving since 2019 and currently a member of the Audit Committee and the Strategic Planning and Finance Committee (SPFC). He is Chairman of NBCUniversal News Group (since May 2020), with prior senior leadership roles across NBCUniversal and Univision; he holds a B.A. with honors from Harvard University and an M.B.A. from the Wharton School. The Board has affirmatively determined Mr. Conde is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBCUniversal News Group | Chairman | May 2020–present | Leads global news organization; senior leadership and media oversight experience |
| NBCUniversal Telemundo Enterprises & NBCUniversal International Group | Chairman | Oct 2015–May 2020 | Expanded international/media portfolio leadership |
| NBCUniversal (International & Digital Enterprises) | Executive Vice President | 2013–2015 | Oversight of international and digital businesses |
| Univision Networks | President; prior senior executive roles | 2003–2013 | Credited with transforming the network into a leading multi‑platform media brand |
| U.S. Department of State (White House Fellows) | White House Fellow to Sec. Colin Powell | 2002–2003 | Public policy exposure |
| StarMedia Network | Roles in early internet company | Prior to 2002 | Early digital/media operating experience |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| PepsiCo, Inc. (public) | Director | Mar 2016–present | Board disclosed Mr. Conde serves on the board of a Walmart supplier; Board deemed the relationship immaterial to his independence because he is not involved in sales/marketing to Walmart and receives no material benefit; payments were ordinary course and pre‑dated his service. |
| Owens Corning (public) | Director | Aug 2014–Apr 2019 | Former public company directorship |
| Council on Foreign Relations (non‑profit) | Board member | N/A | Global policy network participation |
| World Economic Forum | Young Global Leader (former) | N/A | Leadership recognition |
Board Governance
| Topic | Details |
|---|---|
| Independence status | Affirmatively determined independent (NYSE standards) |
| Board/committee attendance | Board held 5 meetings; committees held 24; overall attendance ~99%; each director ≥75% (FY2025) |
| Committee assignments | Audit Committee (7 meetings in FY2025); SPFC (4 meetings in FY2025) |
| Audit Committee scope | Financial reporting/internal controls; auditor oversight; related person transaction approvals; compliance, ethics, information systems/cybersecurity risk oversight |
| SPFC scope | Reviews capital structure, long‑range strategy, M&A, dividend policy, annual operating/financial/capital plans |
| Board structure | Separate Chair/CEO; robust Lead Independent Director role; majority independent; all Audit/CMDC/NGC members independent |
Fixed Compensation
Walmart Non‑Management Director Compensation Structure (FY2025):
| Component | Annual Amount (USD) | Form |
|---|---|---|
| Annual retainer | $100,000 | Cash (electable as shares/deferral) |
| Annual stock grant | $200,000 | Shares (electable as deferral) |
| Committee chair fees | $20,000 (CMDC/NGC/SPFC/TeCC); $30,000 (Audit) | Cash |
| Lead Independent Director | $50,000 | Cash |
| Non‑Executive Chair | $225,000 | 50% Shares / 50% Cash |
| Intercontinental in‑person meeting fee | $4,000 | Cash |
Cesar Conde – FY2025 Director Compensation:
| Item | Amount (USD) | Notes |
|---|---|---|
| Fees earned (cash) | $100,000 | Standard retainer |
| Stock awards (grant‑date fair value) | $199,973 | Award of 2,978 shares at $67.15 on 6‑6‑2024 (rounded) |
| All other compensation | — | None disclosed |
| Total | $299,973 |
Performance Compensation
| Component | Provided to Non‑Management Directors? | Notes |
|---|---|---|
| Non‑equity incentive plan | No | Walmart does not pay non‑equity incentives to Outside Directors |
| Stock options | No | No stock options issued to Outside Directors |
| Performance share units (PSUs) | No | Director equity is an annual stock grant; PSUs pertain to executives |
Walmart’s director pay does not include performance-based incentives; no performance metrics are tied to director compensation.
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Consideration |
|---|---|---|
| PepsiCo, Inc. | Director | Board disclosed Mr. Conde serves on the board of a Walmart supplier; Walmart’s Board determined the relationship immaterial to independence given no involvement in sales/marketing to Walmart and no material benefit; transactions were ordinary course and pre‑existing. |
| Unnamed Walmart supplier (as per proxy) | Director of supplier | Same as above; noted for transparency and oversight context. |
Expertise & Qualifications
- Senior leadership across large multi‑platform media companies (NBCUniversal, Univision), bringing consumer and media landscape insight.
- Business and finance perspective from executive roles and public company board experience.
- Global/international experience through leadership of international media operations.
- Education: B.A. with honors (Harvard); M.B.A. (Wharton).
Equity Ownership
As of April 11, 2025:
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 28,205 |
| Percent of class | <1% (asterisked in proxy table) |
| Pledged shares | None (no directors or executive officers have pledging arrangements) |
| Director stock ownership guideline | 5× annual retainer within 5 years of initial election; those reaching the five‑year mark are in compliance |
Governance Assessment
- Strengths: Independent director; serves on two high‑impact committees (Audit and SPFC) central to oversight of financial reporting, risk, strategy, capital allocation; Walmart maintains strong governance architecture (separate Chair/CEO, independent key committees, robust lead independent role).
- Alignment: Director pay structure skews to equity with annual share grants; optional deferrals; director ownership guidelines promote long‑term alignment; no options, no performance cash for directors.
- Engagement: Board and committees met frequently in FY2025 with ~99% overall attendance; each director met the ≥75% attendance threshold.
- RED FLAG to monitor: Supplier interlock—Mr. Conde serves on the board of a Walmart supplier; while the Board deemed the relationship immaterial to independence under NYSE standards (no involvement in sales/marketing, no material benefit, ordinary course, relationship pre‑dated service), it is a potential perceived conflict that warrants continued transparency and, where appropriate, recusal from specific related‑party decisions.
- Controls around conflicts: Audit Committee oversees related person transactions under a formal Transaction Review Policy; Audit also oversees legal/compliance and cybersecurity risks, supporting mitigation of conflict and risk exposures.