Doug McMillon
WalmartAbout Doug McMillon
C. Douglas McMillon (age 58) is President and CEO of Walmart, serving as CEO since 2014 and a director since 2013, with 30+ years at the company across U.S. and International leadership roles . Education: B.S., University of Arkansas; MBA, University of Tulsa . Fiscal 2025 performance under his leadership: constant-currency net sales +5.5%, adjusted operating income +9.7%, ROI 15.5% (+50 bps YoY); eCommerce penetration reached 18% and global advertising grew 27% . Over the FY2020–FY2025 window used in SEC “pay vs performance,” Walmart’s TSR index reached 277.25 vs 227.91 for the S&P 500 Consumer Discretionary Distribution & Retail Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walmart Inc. | President & CEO | 2014–present | Led omnichannel strategy; grew newer businesses (ads, marketplace), improved ROI to 15.5% in FY2025 . |
| Walmart Inc. | EVP, President & CEO, Walmart International | 2009–2014 | Deep operational expertise in global markets . |
| Walmart Inc. | EVP, President & CEO, Sam’s Club U.S. | 2005–2009 | Advanced membership club value proposition . |
| Walmart Inc. | Various leadership roles | Pre-2005 | 33-year Walmart veteran; strategy and execution roles across the enterprise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Business Roundtable | Board Member; Chair (2020–2021) | 2014–present | Policy leadership among large U.S. companies . |
| Consumer Goods Forum | Board Member | N/A | Global retail/CPG collaboration . |
| U.S.-China Business Council | Board Member | N/A | U.S.–China trade dialogue . |
| Tsinghua Univ. School of Economics & Management | Advisory Board | N/A | Academic/business advisory engagement . |
| Other public boards | None | — | No other public company directorships . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 1,471,569 | 1,505,769 | 1,511,539 |
| All Other Compensation ($) | 199,581 | 221,294 | 381,895 (incl. aircraft use $275,670; security services $76,779) |
Notes:
- FY2025 security review led to Board policy requiring CEO to use company aircraft for all travel plus certain additional security services .
Performance Compensation
Annual cash incentive (Management Incentive Plan) – FY2025
| Metric | Weight | Target ($) | Actual Performance vs Target | Payout (% of Target) | Payout ($) |
|---|---|---|---|---|---|
| Total Company Operating Income | 50% | 1,800,000 [derived part of $3.6m target split equally] | 125% | 121% (combined plan result) | 4,356,000 |
| Total Company Sales | 50% | 1,800,000 [derived] | 117% | — | — |
| Total | 100% | 3,600,000 | — | 121% | 4,356,000 |
Long-term equity (Performance RSUs and Restricted Stock)
- Grant date: Jan 14, 2025. Performance RSUs: target 195,898 sh; max 293,847 sh; vest 1/31/2028 based on FY2026 performance; metrics: 50% Total Company ROI, 50% Total Company Sales. Restricted stock: 34,570 sh, vests over three years .
- Performance outcomes FY2025 for the FY2024 grant: Total Company Sales achieved 138% of target; Mr. McMillon is scheduled to earn 443,394 shares from the 2024 performance share grant (vesting ends 1/31/2027). ROI metric applies (50% weight), payout not separately disclosed in table excerpt .
| Element | Grant Date | Target | Max | Metric / Weight | Vesting |
|---|---|---|---|---|---|
| Performance RSUs (FY2025 grant) | 01/14/2025 | 195,898 sh | 293,847 sh | ROI 50% / Sales 50% | Service to 1/31/2028; performance FY2026 |
| Restricted Stock (FY2025 grant) | 01/14/2025 | 34,570 sh | — | N/A | 3-year time-based schedule |
| FY2024 Performance RSUs – earned on FY2025 results | 2024 grant | — | — | Sales achieved 138% (Total Company); ROI metric also applies | Scheduled to vest 1/31/2027; 443,394 sh earned |
Multi-year realized/awarded equity and incentives
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Stock Awards ($) | 19,411,326 | 19,608,750 | 20,375,675 |
| Non-Equity Incentive Plan ($) | 3,032,667 | 4,500,000 | 4,356,000 |
| Shares Vested (#) | — | — | 474,813 |
| Value Realized on Vesting ($) | — | — | 46,408,382 |
Program design/metrics and governance highlights
- Annual incentive metrics: Total Company Operating Income and Sales (CEO weightings 50%/50%) .
- Long-term performance equity metrics: ROI and Sales (typ. 50%/50% by role) with 1-year performance period + additional 2-year service vest .
- Payout caps: annual cash at 125% of target; performance equity at 150% of target .
- Independent comp consultant: Farient Advisors; CEO target TDC set slightly below 75th percentile of peers for FY2025 .
Equity Ownership & Alignment
Beneficial ownership (as of April 11, 2025)
| Holder | Direct/Indirect (Sole) | Shared | Total | % of Class |
|---|---|---|---|---|
| Doug McMillon | 1,206,828 sh | 1,053,906 sh (family trusts/related) | 2,260,734 sh | <1% |
Outstanding equity at FY2025 year-end (1/31/2025)
| Category | Shares/Units | Value ($) |
|---|---|---|
| Unvested stock and earned performance equity | 1,073,775 sh | 105,401,754 |
| Unearned performance RSUs (at max) | 293,847 sh | 28,844,022 |
Key upcoming vesting dates and amounts (Doug McMillon)
| Vest Date | Shares Scheduled |
|---|---|
| Jan 13, 2026 | 51,480 |
| Jan 31, 2026 | 536,954 |
| Jan 12, 2027 | 30,423 |
| Jan 31, 2027 | 443,394 |
| Jan 11, 2028 | 11,524 |
Alignment policies and status
- Ownership guidelines: CEO must hold 7x salary; Mr. McMillon holds shares valued at more than 100x salary (in compliance) .
- Hedging/short sales prohibited; pledging restricted and requires pre-approval; currently no pledging arrangements among directors/executives .
- Insider trading: trades only in open windows with pre-clearance; 10b5-1 plans require pre-approval .
Implications for selling pressure
- Large scheduled vesting tranches (e.g., 536,954 shares on 1/31/2026 and 443,394 on 1/31/2027) may create periodic tax-withholding sales or liquidity events around vest dates; FY2025 saw 474,813 shares vest, with $46.4M value realized .
Deferred compensation/wealth concentration
| Item | FY2025 Amount |
|---|---|
| Deferred comp balance (aggregate) | $297,606,599 |
| Aggregate earnings in last FY | $6,333,194 |
Employment Terms
| Topic | Summary |
|---|---|
| Employment agreement | None; at-will . |
| Non-compete & non-solicit | Applies post-termination for a limited period; if terminated other than for policy violation, severance equals 2x base salary paid over 2 years (Doug McMillon: $3,000,000) . |
| Change-in-control (CIC) | No CIC cash benefits; no automatic single-trigger equity acceleration; plan has double-trigger style protections if awards are not assumed; performance deemed at target if accelerated on change in control where not assumed . |
| Death/Disability | All unvested restricted stock and performance RSUs vest (performance RSUs at target if performance period ongoing); e.g., CEO amounts shown at FY2025 year-end . |
| Clawback/recoupment | Robust recoupment under MIP and Stock Plan; mandatory recovery policy adopted per SEC/NYSE Rule 10D-1 standards . |
| Perquisites | Company aircraft use required for all travel; additional security services; FY2025 personal aircraft use valued at $275,670; security services $76,779 . |
Board Governance
| Item | Details |
|---|---|
| Board service | Director since 2013; Executive Committee Chair . |
| Independence | Not independent (management); the Board is majority independent (9 of 12 nominees independent) . |
| Chair/CEO structure | Roles separated since 1988; Greg Penner is Non-Executive Chair; robust Lead Independent Director role (transitioning to Randall Stephenson in 2025, subject to re-election) . |
| Attendance | Overall Board/committee attendance ~99% in FY2025 . |
| Committees | Executive Committee (Chair); all other key committees are fully independent . |
| Director pay | As CEO, receives no additional director compensation . |
Dual-role implications: McMillon serves as CEO and director, but not as Chair; separation of Chair/CEO and a strong Lead Independent Director materially mitigates dual-role control risks and supports independent oversight .
Related Party Transactions (governance risk)
- Mahco, Inc. (sister is an executive officer): Walmart paid ~$39.2M in FY2025 for sporting goods; purchases expected to continue in FY2026; approved under Related Person Transaction policy .
- In-laws employed by Walmart received salary, incentives, equity grants, and benefits per disclosed amounts; transactions reviewed under policy .
These are reviewed and approved by the Audit Committee under the company’s formal policy and materiality thresholds .
Compensation Structure Analysis (alignment and trends)
- Pay mix is heavily performance-based (CEO ~82% target variable), tied to Sales, Operating Income (annual) and ROI/Sales (long-term), with payout caps to control risk-taking .
- Shift toward RSUs and performance equity (no options since 2007), aligning realized pay with stock performance and operating metrics .
- Annual LTI goals are set within a rigorous long-range planning process (one-year performance period + two-year vest), balancing clarity of goals with long-term focus .
- Shareholder engagement: outreach to holders of ~1.6B shares (~38% of public float) informs compensation design; Board recommends “FOR” Say-on-Pay .
SAY-ON-PAY & Peer Group
- Peer group of 26 large U.S. companies (> $100B revenue or market cap, aligned to strategy and talent markets) guides competitiveness; CEO target TDC slightly below 75th percentile of peers for FY2025 .
Performance & Track Record
- FY2025: constant-currency sales +5.5%, adjusted operating income +9.7%, ROI 15.5% (+50 bps); eCommerce penetration 18%; advertising +27% .
- Long-term pay-for-performance shows rising “compensation actually paid” alongside improved TSR and operating performance over the SEC measurement horizon .
Equity Plan and Dilution Context
- Stock Incentive Plan of 2025 seeks +135.5M shares; pro-forma fully-diluted overhang would be 3.65% vs 2.06% current; 3-year average burn rate 0.60% .
- Plan includes double-trigger treatment for awards on change of control (no automatic single-trigger acceleration) and no repricing without shareholder approval .
Investment Implications
- Alignment: CEO incentives are tightly linked to sales growth, profitability (OI), and capital efficiency (ROI), supporting sustainable growth and returns; robust ownership (>100x salary) and strict hedging/pledging policies enhance alignment .
- Retention risk: Low near-term, given substantial unvested equity (>$105M unvested/earned RSUs, plus performance cycles) and very large deferred comp balance; severance economics are modest (2x salary) and no CIC cash .
- Trading/flow: Large scheduled vestings in late Jan each year (notably 1/31/2026 and 1/31/2027) can create episodic selling/tax-withholding supply; monitor Form 4s around those dates .
- Governance: Separation of Chair/CEO and strong Lead Independent Director oversight mitigate dual-role concerns; related-party transactions are present but governed by a robust Audit Committee policy .
- Pay risk controls: Payout caps, diversified metrics, and formal clawbacks lower risk of value-destructive behavior; continued emphasis on ROI should support margin/return expansion narrative .