Randall Stephenson
WalmartAbout Randall Stephenson
Randall L. Stephenson (age 65) has served on Walmart’s board since 2021. He is a retired Chairman and CEO of AT&T with nearly 40 years of experience in finance, operations, and leadership across regulated telecommunications, media, and technology industries. He holds a B.S. in accounting from Central State University (University of Central Oklahoma) and a Master of Accountancy from the University of Oklahoma, and currently serves as Executive Advisor to the President and Athletics Director of the University of Oklahoma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Chairman & CEO; President (to Sep 2019) | 2007–Jul 2020 | Led strategy through industry change; extensive finance and operational leadership |
| AT&T Inc. | Executive Chairman of the Board | Jul 2020–Jan 2021 | Oversight during leadership transition |
| AT&T Inc. | Chief Operating Officer | 2004–2007 | Operations leadership at scale |
| AT&T Inc. | Chief Financial Officer | 2001–2004 | Financial reporting and capital allocation in a regulated industry |
| AT&T Inc. | Corporate Controller and various positions | Prior to 2002 | Built deep finance and accounting expertise |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| University of Oklahoma | Executive Advisor to President & Athletics Director | Current | Advisory role; not a public company board |
| AT&T Inc. | Director | 2005–Jan 2021 | Retired Jan 2021 |
| The Boeing Company | Director | Feb 2016–Dec 2017 | Former public company board |
| Emerson Electric Co. | Director | Jun 2006–Dec 2017 | Former public company board |
| Boy Scouts of America | Board service | Prior | Non-profit; dates not specified |
| PGA Tour | Board service | Prior | Non-profit; dates not specified |
| Other current public company boards | — | — | None |
Board Governance
- Independence: The Board affirmatively determined Stephenson is independent under NYSE rules; CMDC and NGC members (including Stephenson) meet heightened independence standards under NYSE and SEC rules .
- Committee memberships (FY2025): Compensation and Management Development Committee (CMDC), Nominating and Governance Committee (NGC), Strategic Planning and Finance Committee (SPFC) .
- Leadership transitions: Subject to re-election, effective as of the 2025 Annual Shareholders’ Meeting (June 5, 2025), Stephenson will become Lead Independent Director and Chair of the NGC .
- Attendance and engagement: In FY2025, the Board held 5 meetings and 24 committee meetings; directors attended ~99% of meetings overall, and each director attended at least 75% of meetings on which they served. Outside and Independent Directors met regularly in executive sessions led by the Lead Independent Director .
- Committee activity (FY2025): NGC held 3 meetings; SPFC held 4 meetings (Stephenson member) .
- Governance context: Approximately 45% of Walmart’s shares are held by entities related to the Walton family; the Board maintains separated Chairman/CEO roles and a robust Lead Independent Director role to bolster independent oversight .
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 120,000 | Includes $20,000 for service on a special litigation committee |
| Stock Awards ($) | 199,973 | Annual outside director stock grant; GAAP grant-date fair value |
| All Other Compensation ($) | — | None disclosed |
| Total ($) | 319,973 | — |
Director program components and prospective leadership fees:
- Base compensation: Annual retainer $100,000 (cash) and annual stock grant $200,000 (shares) .
- Additional fees: Lead Independent Director retainer $50,000 (cash); NGC chair retainer $20,000 (cash); Audit chair $30,000; CMDC/NGC/SPFC/TeCC chairs $20,000 .
- Meeting attendance: $4,000 per in-person Board meeting requiring intercontinental travel .
- Effective upon re-election at the 2025 ASM, Stephenson will be eligible for LID and NGC chair retainers as outlined above .
Performance Compensation
| Item | FY2025 Detail |
|---|---|
| Annual Stock Grant | 2,978 shares; $200,000 divided by $67.15 (NYSE closing price) on June 6, 2024; rounded to nearest whole share |
| Deferral elections (cash fees) | Stephenson deferred $120,000 into 1,646 deferred stock units in lieu of cash |
| Equity structure | Outside director awards are time-based stock grants; no PSUs/options granted to outside directors; none outstanding as of Jan 31, 2025 |
| Performance metrics tied to director pay | None disclosed for outside directors; program emphasizes retainer + equity alignment, not performance goals |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Prior public company boards | AT&T (2005–2021), Boeing (2016–2017), Emerson Electric (2006–2017) |
| Non-profit/other boards | Boy Scouts of America; PGA Tour |
| Potential interlocks/conflicts | Independence review considered positions/transactions involving Stephenson and immediate family; Board deemed relationships immaterial to independence per quantitative thresholds (<$1m or <2% of counterparty revenue) |
Expertise & Qualifications
- Executive leadership: Former Chairman/CEO of AT&T; extensive operational and strategic responsibilities in a large, international, regulated industry .
- Finance and accounting: Held CFO and Controller roles; deep experience in financial reporting and capital allocation .
- Technology and regulated markets: Background in telecommunications, media, and technology; oversight experience relevant to Walmart’s digital and omnichannel strategy .
- Governance leadership: Appointed to serve as Lead Independent Director and NGC Chair, reflecting Board confidence in governance and oversight capabilities .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 59,813 | Direct/indirect with sole voting/dispositive power |
| Deferred stock units (DSUs) | 6,506 | Right to receive one share per DSU after end of Board service |
| Percent of class | <1% | Based on 8,000,886,911 shares outstanding as of Apr 11, 2025 |
| Pledging arrangements | None | No directors or executive officers have pledging arrangements involving Walmart stock |
| Ownership guidelines | Within 5 years of initial election, required to hold 5x annual retainer in shares/DSUs; all outside directors who reached their 5-year date comply. Stephenson’s initial election in 2021 implies a 2026 compliance date . |
Governance Assessment
- Strengths:
- Independence affirmed; slated to become Lead Independent Director and NGC Chair, enhancing independent oversight during a period of board refreshment .
- Deep finance, regulatory, and technology experience aligns with oversight of Walmart’s strategic planning and governance, including service on SPFC, CMDC, and NGC .
- Compensation mix emphasizes alignment through annual stock grants; ability to defer fees into DSUs indicates long-term orientation. No options or performance awards outstanding for outside directors reduces pay complexity and potential misalignment .
- Strong board-wide attendance and robust executive session cadence support effective board functioning .
- Potential risk indicators and mitigants:
- Related-party/position relationships involving Stephenson and immediate family were reviewed and deemed immaterial under Board guidelines (amounts < $1m or <2% of revenues), mitigating conflict concerns .
- Concentrated ownership by Walton-related entities (≈45% of shares) heightens the importance of strong independent leadership; Stephenson’s LID role is designed to balance oversight and shareholder engagement .
- Signals for investors:
- Elevation to LID/NGC Chair is a positive governance signal, suggesting continuity in independent oversight amid board transitions and sustained focus on strategy, succession, and shareholder engagement .