John Furner
WalmartAbout John Furner
- Executive Vice President, President and CEO, Walmart U.S. (NEO). In fiscal 2025, Walmart U.S. comparable sales (ex‑fuel) rose 4.9% and segment operating income grew 7.8%, with improved eCommerce economics . At the enterprise level, revenue grew 5.1% to $681B, eCommerce grew 20.8%, and operating income rose 8.6% .
- Fiscal 2025 target total direct compensation: $14.7 million .
- Walmart’s incentives emphasize operating income, sales, and ROI; Furner’s annual incentive weighting: 25% Total Company OI, 25% Walmart U.S. OI, 50% Walmart U.S. Sales .
Fixed Compensation
Multi-year compensation (fiscal years ended Jan 31):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $1,223,704 | $1,254,808 | $1,315,866 |
| Stock Awards ($) | $10,692,394 | $10,831,244 | $11,753,111 |
| Non-Equity Incentive Plan Compensation ($) | $1,594,915 | $2,812,500 | $2,820,836 |
| Change in Pension Value & NQDC Earnings ($) | $245,766 | $259,596 | $192,758 |
| All Other Compensation ($) | $358,884 | $464,463 | $190,720 |
| Total ($) | $14,115,663 | $15,622,611 | $16,273,291 |
Notes: FY2025 base salary increased 5.2% year over year; perquisites included $20,700 401(k) match and $165,250 personal use of company aircraft in FY2025 .
Performance Compensation
Annual cash incentive (FY 2025)
| Metric | Weighting | Performance vs Target | Component Payout | Resulting Payout ($) |
|---|---|---|---|---|
| Total Company Operating Income | 25% | 125% | Contributed to 120% overall | |
| Walmart U.S. Operating Income | 25% | 125% | Contributed to 120% overall | |
| Walmart U.S. Sales | 50% | 115% | Contributed to 120% overall | |
| Overall | 100% | 120% of target | $2,820,836 |
- Target, threshold, and max for FY2026 MIP (reference): Target $2,367,000; Threshold $887,625; Maximum $2,958,750 .
Long-term equity (PSUs/RSUs)
FY2025 grants (grant date Jan 14, 2025):
| Award Type | Grant Date | Shares/Units | Valuation Basis | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSUs (target) | 1/14/2025 | 99,389 target; 49,695 threshold; 149,084 max | $87.99 per unit (dividend‑discounted) | $8,745,238 (target); $13,117,901 (max) |
| RSUs | 1/14/2025 | 33,130 | $90.79 per share | $3,007,873 |
- FY2025 PSU performance metrics/weighting for future vesting: 50% Total Company ROI; 50% Walmart U.S. Sales .
- FY2024 PSU cohort (vesting ending Jan 31, 2027): Walmart U.S. sales performance at 137% resulted in 213,617 shares scheduled to be earned, subject to continued service through vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 433,007 Shares (as of Apr 11, 2025) |
| Shares in 401(k) Plan | 5,612 |
| Unvested restricted stock/RSUs (service-based and earned performance awards) | 579,707 shares; market value $56,904,039 (at $98.16 on Jan 31, 2025) |
| Unearned PSUs (at maximum) | 149,084 units; market/payout value $14,634,085 (at $98.16) |
| Upcoming vesting schedule (service-based) | 42,408 on Jan 13, 2026; 284,270 on Jan 31, 2026; 28,368 on Jan 12, 2027; 213,617 on Jan 31, 2027; 11,044 on Jan 11, 2028 |
| Options | None outstanding for NEOs |
| Pledging/Hedging | No pledging arrangements for directors/Executive Officers; company has no-hedging and restrictions on pledging policy |
| Stock ownership guidelines | 5x base salary for other NEOs; NEOs are in compliance (unvested equity does not count) |
Employment Terms
- Employment agreements: Walmart has no employment agreements with NEOs .
- Non-compete/Non-solicit and severance: Each NEO is subject to a non-compete and non-solicit for a specified period after termination; if terminated by Walmart other than for policy violation, severance equals 2x base salary (max based on FY2025 base: $2,630,000 for Furner) .
- Change-in-control: No automatic acceleration on a change in control; if a successor does not assume/substitute awards, vesting accelerates (performance-based at 100% of target) .
- Death/Disability: All unvested restricted stock and PSUs vest; PSUs with completed performance vest at actual performance; ongoing performance periods vest at target. As of Jan 31, 2025, this would have vested 579,707 restricted/earned shares ($56,904,039) and 99,389 target PSUs ($9,756,024) for Furner (at $98.16/share) .
- Clawbacks/Forfeiture: Incentive awards and equity are subject to recoupment under Walmart’s policy (Section 10D compliant) and stock plan forfeiture for conduct detrimental to Walmart .
Deferred Compensation
| Measure | FY2025 Amount |
|---|---|
| Aggregate earnings in last FY | $1,106,536 |
| Aggregate withdrawals/distributions in last FY | $135,429 |
| Aggregate balance at last FYE | $21,066,895 |
| Interest/earnings detail | ODCP interest $62,084; DCMP interest $1,007,546; SERP interest $4,921; Dividend equivalents & interest $31,985 |
Board Governance (service, committees, dual‑role considerations)
- Board service: John Furner is disclosed as an Executive Officer (EVP, President & CEO, Walmart U.S.) and is not listed among Walmart Inc.’s 12 director nominees for 2025; therefore, he has no Walmart board committee roles or independence status as a director .
- Dual‑role implications: Walmart separates the roles of Chairman and CEO, maintains a robust Lead Independent Director, and all Audit, Compensation & Management Development (CMDC), and Nominating & Governance (NGC) committees are independent—reducing governance concerns about management influence over board oversight . Board/committee attendance in FY2025 was 99% .
Related Party Transactions (governance watchpoints)
- Jason Turner, a Walmart U.S. management associate and Furner’s brother‑in‑law, received FY2025 salary of $111,350; annual cash incentive $26,600; other benefits $7,300; and a grant of 505 RSUs valued at ~$28,900, all reviewed under Walmart’s Related Person Transaction policy and approved by the Audit Committee .
Investment Implications
- Pay‑for‑performance alignment: Furner’s FY2025 annual incentive paid at 120% of target on above‑target OI and sales performance, and his 2024 PSU grant (Walmart U.S. sales) is tracking at 137% with 213,617 shares scheduled to vest in FY2027, underscoring strong execution in Walmart U.S. .
- Potential selling pressure windows: Large service‑based vesting tranches are scheduled for Jan 31, 2026 (284,270 shares) and Jan 31, 2027 (213,617 shares), with additional smaller tranches in Jan 2026/Jan 2028; monitor 10b5‑1 plans and Section 16 filings around these dates for supply overhang .
- Alignment and risk controls: Meaningful equity exposure (579,707 unvested shares + PSUs) and ownership guidelines (5x salary), no pledging, and robust clawbacks support alignment; absence of CIC automatic acceleration and severance limited to 2x base salary reduce windfall risk and potential shareholder dilution on corporate events .
- Retention risk: The CMDC noted his scope is comparable to many CEO roles and that he is likely a recruit target, indicating elevated retention value and incentive to maintain competitive pay levels .