Sarah Friar
WalmartAbout Sarah Friar
Independent Director of Walmart since 2018; age 52. Current CFO of OpenAI (since July 2024), previously CEO and President of Nextdoor (Dec 2018–May 2024) and CFO of Square/Block (2012–2018). Education includes M.Eng. in Metallurgy, Economics, and Management from University of Oxford and MBA from Stanford GSB. Brings finance, accounting, risk management, technology, information security, data privacy, and cybersecurity expertise; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nextdoor Holdings, Inc. | CEO & President; Chair of the Board (Chair Nov 2021–Mar 2024) | Dec 2018–May 2024 | Led digital community platform; board leadership |
| Block, Inc. (formerly Square) | CFO | Jul 2012–Nov 2018 | Finance leadership in payments/fintech |
| Salesforce, Inc. | SVP Finance & Strategy | 2011–2012 | Strategy and finance oversight |
| Goldman Sachs | Various roles incl. MD, Equity Research; corporate finance/M&A focus | 2000–2011 | Capital markets, research leadership |
| McKinsey & Company | Consultant | Prior to 2000 | Strategy advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OpenAI, Inc. | CFO | Jul 2024–Present | Global AI operations; technology/security/cyber perspective |
| Ladies Who Launch | Co-founder (nonprofit) | Ongoing | Entrepreneur empowerment |
| Aspen Global Leadership Network | Fellow (Finance Leaders Fellowship inaugural class) | Ongoing | Leadership network membership |
Board Governance
- Committee assignments: Audit Committee member; Chair of Strategic Planning and Finance Committee (SPFC). Audit Committee had 7 meetings in fiscal 2025; SPFC held 4 meetings in fiscal 2025.
- Audit Committee financial expert: Board designated Sarah Friar as an “audit committee financial expert.”
- Independence: Board affirmatively determined Friar is independent under NYSE rules; Audit and CMDC committees comprised entirely of independent directors. Relationships involving Friar and others deemed immaterial to independence.
- Attendance and engagement: Board held 5 meetings and 24 committee meetings in fiscal 2025; directors attended ~99% of aggregate Board/committee meetings and each director ≥75%. Directors participate in leadership events, site visits, and executive sessions.
- Board leadership and refresh: Robust Lead Independent Director role; separation of Chair/CEO; committees led by independent chairs; SPFC chaired by Friar.
Fixed Compensation
| Component | FY2025 Amount ($) | FY2024 Amount ($) | Notes |
|---|---|---|---|
| Annual Cash Retainer | 100,000 | 100,000 | Base director compensation |
| SPFC Chair Retainer | 20,000 | 20,000 | Committee chair fee |
| Other Chair/Committee Fees | — | — | Audit chair retainer applies only to chair; no meeting fees disclosed for Friar |
| Fees Earned or Paid in Cash (reported) | 120,000 | 119,974 | Matches base + chair; FY2024 includes rounding |
| All Other Compensation | — | 1,472 | Tax gross-up for spousal travel/meals; amounts < $10k omitted |
- Deferrals: In FY2025, Friar deferred $120,000 cash into 1,646 deferred stock units; in FY2024, deferred $119,974 into 2,316 deferred stock units.
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Price ($) | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|---|
| Annual Stock Award (FY2025) | Jun 6, 2024 | 2,978 | 67.15 | 199,973 | Outside Directors may defer into stock units; none held outstanding options or unvested restricted stock at 1/31/2025 |
| Annual Stock Award (FY2024) | Jun 1, 2023 | 4,071 | 49.14 | 200,035 | Deferral election permitted; no options to Outside Directors |
- Options, bonus, and performance metrics: Walmart does not issue stock options or non-equity incentive plan compensation to Outside Directors; no performance metrics tied to director compensation disclosed.
- Compensation cap: Under the 2025 Stock Incentive Plan, total value of plan awards and all compensation to any Non-Management Director may not exceed $2,000,000 per fiscal year.
Other Directorships & Interlocks
| Company | Role | Tenure | Status |
|---|---|---|---|
| Nextdoor Holdings, Inc. | Director; Chairperson of Board | Nov 2021–Mar 2024 | Prior public company role |
| Dragoneer Growth Opportunities Corp. III | Director | Mar 2021–Mar 2023 | Prior SPAC board |
| Dragoneer Growth Opportunities Corp. | Director | Aug 2020–Jul 2021 | Prior SPAC board |
| Dragoneer Growth Opportunities Corp. II | Director | Nov 2020–Dec 2021 | Prior SPAC board |
| Slack Technologies, Inc. | Director | Mar 2017–Jul 2021 | Prior public company role |
| New Relic, Inc. | Director | Dec 2013–Apr 2018 | Prior public company role |
| Current Public Company Boards | — | — | None |
- Interlocks/conflicts: Board’s independence review found relationships involving Friar immaterial to independence; no related person transactions disclosed for Friar.
Expertise & Qualifications
- Finance, accounting, and risk management expertise from roles as CFO of Block and current CFO of OpenAI; investment banking pedigree from Goldman Sachs.
- Technology, eCommerce, information systems/security, data privacy, cybersecurity experience from leadership in tech platforms and AI.
- Global/international business perspective; senior leadership experience across multiple complex organizations.
Equity Ownership
| Holder | Security | Amount/Type | As-of Date | % of Class | Notes |
|---|---|---|---|---|---|
| Sarah Friar | Deferred Stock Units | 55,887 DSUs | Apr 11, 2025 | <1% | Each DSU settles into 1 Share following end of Board service |
| Shares Outstanding | Common Stock | 8,000,886,911 | Apr 11, 2025 | — | Reference for % calculation |
| Pledging | — | None for directors/executives | Apr 11, 2025 | — | Alignment positive |
Recent Insider Transactions (Form 4)
| Transaction Date | Type | Shares Transacted | Price ($) | Post-Transaction Holdings | SEC Filing |
|---|---|---|---|---|---|
| 2025-09-30 | Award (A) | 340 | 103.06 | 59,049.1798 | Link |
| 2025-06-30 | Award (A) | 321 | 0.00 | 58,568.2278 | Link |
| 2025-06-05 | Award (A) | 2,348 | 0.00 | 58,247.2278 | Link |
| 2025-03-31 | Award (A) | 342 | 0.00 | 55,609.3262 | Link |
| 2024-12-31 | Award (A) | 332 | 0.00 | 55,142.6572 | Link |
| 2024-09-30 | Award (A) | 372 | 0.00 | 54,810.6572 | Link |
| 2024-06-30 | Award (A) | 443 | 0.00 | 54,292.6572 | Link |
| 2024-06-05 | Award (A) | 2,978 | 0.00 | 53,849.6572 | Link |
| 2024-03-31 | Award (A) | 499 | 0.00 | 50,536.0222 | Link |
Governance Assessment
- Board effectiveness: Friar chairs SPFC overseeing long-range strategy, dividend policy, capital structure/capex reviews; serves on Audit overseeing financial reporting, independence of EY, related person transactions, risk oversight (information security/cyber). Designated financial expert enhances committee rigor.
- Independence and conflicts: Board affirmed Friar’s independence; relationships reviewed and deemed immaterial; no pledging; no related-person transactions involving Friar disclosed.
- Attendance/engagement: High board-wide attendance (~99%); directors expected to engage deeply via site visits, leadership meetings, and executive sessions—supportive of active oversight.
- Compensation/ownership alignment: Cash retainer modest with chair premium; equity grants align interests, with deferrals into DSUs; no options or performance-linked director pay, consistent with governance best practices; annual cap at $2,000,000 contains inflation risk.
- RED FLAGS: None evident from disclosures. Monitoring item: dual-hatted CFO role at OpenAI alongside Walmart technology oversight—Board independence review found relationships immaterial; continue to monitor for any future related-party ties that could arise.