Marissa Mayer
WalmartAbout Marissa A. Mayer
Marissa A. Mayer (age 49) has served on Walmart’s board since 2012 and is nominated to continue through 2026 under a board-approved exception to the 12-year independent director term limit due to her technology and cybersecurity expertise . She is CEO and founder of Sunshine AI (2018–present), former President & CEO of Yahoo! Inc. (2012–2017), and an early Google executive who led Search and key consumer products; she holds a BS in Symbolic Systems (AI) and an MS in Computer Science (AI) from Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunshine AI | CEO & Founder | Mar 2018–present | AI consumer apps; tech leadership applicable to Walmart’s TeCC oversight |
| Yahoo! Inc. | President & CEO; Director | 2012–Jun 2017 | Led mobile reinvention; global strategy experience leveraged on WMT board |
| Early employee; led Search, Maps, Gmail, News | 1999–2012 | Product engineering and brand management expertise valued by WMT |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| AT&T Inc. | Director | Mar 2024 | WMT director Randall Stephenson is former AT&T CEO/Chair, signaling industry ties |
| Nextdoor Holdings, Inc. | Director | May 2024 | Consumer platform experience |
| Hilton Worldwide Holdings Inc. | Director nominee | 2025 AGM (May) | Nomination disclosed; not yet a current board seat |
| Maisonette (private) | Director | n/a | Private company board |
| San Francisco Ballet; WEF Young Global Leaders Foundation (prior) | Nonprofit boards | n/a | Civic and global leadership |
Board Governance
- Independence: Affirmed independent under NYSE rules; relationships reviewed deemed immaterial .
- Tenure & extension: Board extended Mayer’s service past the 12-year guideline through 2026 to retain technology/cyber expertise .
- Committee memberships: Compensation and Management Development Committee (CMDC) member; Technology and eCommerce Committee (TeCC) member .
- Committee activity: CMDC held 6 meetings in FY2025; TeCC held 3 meetings .
- Attendance and engagement: Board met 5 times; committees met 24 times; overall director attendance ~99%; each director attended ≥75%; most directors (including Mayer) attended the 2024 shareholders’ meeting .
- CMDC scope: Oversees executive/CEO pay, performance measures (sales, operating income, ROI), succession, human capital, clawbacks; Mayer co-signed the CMDC report, evidencing engagement .
- TeCC scope: Oversees eCommerce/omnichannel, AI use, tech infrastructure modernization, data governance and metrics .
| Committee | Role | FY2025 Meetings | Chair | Key Oversight Areas |
|---|---|---|---|---|
| CMDC | Member | 6 | Carla Harris | CEO/exec comp, metrics (sales, OI, ROI), succession, HCM, clawbacks |
| TeCC | Member | 3 | Steuart Walton | AI, eCommerce, tech modernization, data use & metrics |
Fixed Compensation
| Component | Annual Amount | FY2025 Actual | Notes |
|---|---|---|---|
| Cash retainer | $100,000 | $100,000 | Deferred into 1,371 DSUs |
| Annual stock grant | $200,000 (unrestricted shares) | $199,973 | 2,978 shares at $67.15, elected to defer as DSUs |
| Committee chair fees | $20,000 (not applicable) | $0 | Mayer not a chair |
| Meeting fees (intercontinental) | $4,000 if applicable | $0 | No other comp reported |
| Total | — | $299,973 | Near peer median per program design |
Performance Compensation
- Walmart’s Outside Directors receive cash retainer and annual stock grants; no performance-conditioned director compensation or incentive metrics apply to directors .
Other Directorships & Interlocks
| Link | Description | Potential Governance Consideration |
|---|---|---|
| AT&T tie | Mayer sits on AT&T board; WMT director Randall Stephenson is former AT&T CEO/Chair | Information flow/industry network signals; no related-party transaction disclosed; independence affirmed |
| Nextdoor | Consumer platform board seat | Adds consumer/community tech perspective |
| Hilton nominee | Hospitality exposure (pending election) | Expands customer experience lens; not yet an interlock |
Expertise & Qualifications
- Technology, consumer internet, cybersecurity, AI product development; senior leadership across global tech companies .
- Marketing/brand management experience; global strategy and execution as Yahoo CEO .
- Stanford BS in Symbolic Systems (AI) and MS in Computer Science (AI) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (incl. DSUs) | 126,427 DSUs | Settles in shares post-board service |
| Percent of class | <1% of 8,000,886,911 shares outstanding | Disclosed as “*” (<1%) |
| Cash retainer deferral | 1,371 DSUs | FY2025 cash → DSUs |
| Annual stock grant deferral | 2,978 shares (June 6, 2024) deferred as DSUs | Grant price $67.15 |
| Director ownership guideline | Must own ≥5× annual retainer within 5 years; all outside directors with 5+ years meet guideline | Mayer meets (director since 2012) |
| Hedging/pledging | Hedging/shorts prohibited; no margin pledging; any pledging requires pre-approval; no director pledging arrangements in place | Alignment-positive |
Governance Assessment
- Strengths: Independent status affirmed; high board/committee attendance; active roles on CMDC and TeCC overseeing core strategic levers (AI, eCommerce, executive performance metrics); compliance with director stock ownership; no hedging/pledging—alignment with shareholders .
- Compensation alignment: Director pay mix is straightforward (cash retainer + equity), with optional deferral into DSUs that enhance long-term alignment; total FY2025 director comp of ~$300k is consistent with peer benchmarking intent .
- Term-limit exception: Extension beyond the 12-year guideline to 2026 is a governance exception; board cites her technology/cybersecurity value and plans continued refreshment—neutral-to-positive if refresh proceeds as stated .
- Conflicts/related-party exposure: No Mayer-specific related-party transactions disclosed; Audit Committee reviews and must approve any covered transactions; independence determinations found relationships immaterial .
- Risk indicators: No hedging/pledging; robust insider trading controls; strong CMDC clawback oversight for executives (contextual to compensation governance); active shareholder engagement by board (1.6B shares represented since 2024 meeting) supports transparency .
RED FLAGS: None specific to Mayer disclosed. The only notable governance nuance is the term-limit exception through 2026, which the board justified on expertise grounds and paired with ongoing refresh planning .