Greg Penner
WalmartAbout Greg Penner
Greg Penner, age 55, is Walmart’s Non‑Executive Chairman, serving on the Board since 2008. He is General Partner at Madrone Capital Partners and owner/CEO of the Denver Broncos; prior roles include Walmart SVP Finance & Strategy for Walmart.com and SVP/CFO for Walmart Japan. He holds a BA from Georgetown University and an MBA from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart Inc. | Vice Chairman → Chairman of the Board | 2014–2015 (Vice Chair); 2015–present (Chair) | Board leadership; agenda/oversight |
| Walmart Japan | SVP & CFO | 2002–2005 | Finance discipline; international operations |
| Walmart.com | SVP Finance & Strategy | 2001–2002 | Digital/omnichannel finance |
| Peninsula Capital | General Partner | Prior to 2001 | Early‑stage VC experience |
| Goldman Sachs | Financial Analyst | Prior to 2001 | Capital markets training |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Denver Broncos (NFL) | Owner & CEO | 2022–present | Executive leadership outside retail |
| Madrone Capital Partners | General Partner | 2005–present | Strategic investing |
| Brown University | Board of Trustees | Joined May 2020 | Higher‑ed governance |
| Baidu, Inc. | Director (prior) | 2004–2017 | Technology/international exposure |
| Hyatt Hotels Corp. | Director (prior) | 2007–2014 | Hospitality governance |
| Public company boards (current) | None | — | No current public company directorships |
Board Governance
- Role: Non‑Executive Chairman; presides over Board/shareholder meetings, focuses on oversight/governance, advises CEO, and leads agenda review .
- Committees: Member, Executive Committee (with Doug McMillon, Tom Horton); 1 meeting plus six unanimous written consents in FY2025 for routine actions .
- Independence: The Board has not determined the independence of Greg Penner (or Steuart Walton) under NYSE rules; Board cites alignment via long‑term equity ownership and stewardship .
- Board effectiveness: Separation of Chair/CEO since 1988; robust Lead Independent Director role (transitioning to Randall Stephenson effective June 5, 2025, subject to election) .
- Attendance/engagement: FY2025 had 5 Board and 24 committee meetings with ~99% overall attendance; each director attended ≥75% of applicable meetings; directors engage via site visits, leadership meetings, and events .
- Shareholder engagement: Since the 2024 meeting, engaged holders of ~1.6 billion shares (~38% of public float) on strategy, governance, compensation, and ESG .
Fixed Compensation
| Component (Outside Directors) | Annual Amount | Form | Notes |
|---|---|---|---|
| Annual Stock Grant | $200,000 | Shares (or deferred stock units) | Granted post‑election; deferral allowed |
| Annual Retainer | $100,000 | Cash (or shares/deferral) | Paid quarterly; deferral allowed |
| Non‑Executive Chairman Retainer | $225,000 | 50% shares / 50% cash | Additional role‑based retainer |
| Lead Independent Director Retainer | $50,000 | Cash | Role‑based |
| Committee Chair (Audit) | $30,000 | Cash | Role‑based |
| Other Committee Chairs (CMDC/NGC/SPFC/TeCC) | $20,000 | Cash | Role‑based |
| Intercontinental Meeting Fee | $4,000 | Cash | If applicable |
FY2025 compensation (Penner):
| Name | Fees Earned/Paid (Cash) | Stock Awards (Grant‑date fair value) | All Other | Total |
|---|---|---|---|---|
| Greg Penner | $212,500 | $312,516 | — | $525,016 |
Deferrals (FY2025):
- Penner elected to defer $212,500 cash into 2,914 deferred stock units; he also deferred his stock award; DSUs settle in shares after service ends .
Program stability:
- CMDC/Board determined base director compensation and leadership fees were competitive; no changes to base amounts in the last review .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Stock options to Outside Directors | None | Walmart does not issue options to Outside Directors |
| Non‑equity incentive plan (Outside Directors) | None | Not provided to Outside Directors |
| Performance metrics tied to director pay | N/A | Director pay is retainer + equity grant; not performance‑based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Baidu (2004–2017); Hyatt (2007–2014) |
| Non‑profit/academic | Brown University trustee (since 2020) |
| Family/interlocks | Spouse is cousin of director Steuart Walton (Walton family significant shareholder); noted in proxy biography |
| Major shareholders context | Walton‑related entities hold ~45% of shares; two Walton family members on Board |
Expertise & Qualifications
- Strategic planning, finance/investments, and international experience (Japan/China), including Walmart Japan CFO and Walmart.com finance leadership .
- Board cites technology company directorship exposure and retail/eCommerce leadership as strengths .
Equity Ownership
| Holder | Direct/Sole Voting & Dispositive | Shared (Spouse/Family) | Total | % of Shares Outstanding |
|---|---|---|---|---|
| Greg Penner | 251,723 (includes 217,550 deferred stock units) | 1,448,634 (held by spouse) | 1,700,357 | ~0.021% (1,700,357 / 8,000,886,911) |
Ownership program and policies:
- Director stock ownership guideline: 5× annual cash retainer within 5 years; all Outside Directors who reached their compliance date meet/exceed guidelines .
- Hedging/pledging: Prohibited hedging; strict pledging restrictions; currently no directors or Executive Officers have pledging arrangements involving Walmart stock .
Governance Assessment
-
Signals supporting confidence:
- Separation of Chair/CEO; robust Lead Independent Director role; fully independent governance committees (Audit, CMDC, NGC); strong meeting attendance and active Board engagement with management and shareholders .
- Director equity aligned via ownership guidelines; Penner defers fees into DSUs, increasing alignment .
-
Potential conflicts/RED FLAGS:
- Independence: Board has not determined Penner to be independent; family ties to Walton director (Steuart Walton) amidst concentrated Walton ownership (~44.8% via Walton Enterprises LLC and ~7.27% via Walton Family Holdings Trust) can raise perceived influence risks despite robust independent committee structures .
- Related‑party exposure: Son (Kevin Penner) is a Walmart associate; compensation and RSU grants disclosed and approved under Transaction Review Policy; while ordinary‑course, nepotism optics are a risk that requires audit oversight continuation .
- Broader family transactions: Property sale agreement with ABN Holdings (owned by Walton family members) structured at appraised values with deferred closing; not a Penner party, but relevant for governance optics; Audit Committee oversight disclosed and no FY2025 payments by ABN to Walmart .
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Process mitigants:
- Formal Related Person Transaction Review with Audit Committee approval and arm’s‑length fairness criteria; comprehensive independence determinations; no hedging or pledging; majority‑independent Board and fully‑independent key committees .
Overall, Penner’s deep Walmart and international finance background and equity alignment support oversight effectiveness, while non‑independence and family ties necessitate continued strong committee oversight of related‑party matters and transparent disclosures to sustain investor confidence .