Steuart Walton

About Steuart Walton

Steuart L. Walton, age 43, has served on Walmart’s Board since 2016 and currently chairs the Technology and eCommerce Committee (TeCC). He is founder and chairman of RZC Investments, co-founder of Runway Group, and previously led international M&A at Walmart; his credentials include a J.D. from Georgetown University Law Center and a B.S. in Business Administration from the University of Colorado Boulder . The Board has not determined his independence under NYSE rules; despite substantial family ownership alignment, he is treated as a non-independent director alongside Greg Penner and the CEO .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Technology and eCommerce Committee (TeCC); TeCC members include Tim Flynn, Marissa Mayer, Bob Moritz, and Brian Niccol .
• TeCC mandate: oversight of eCommerce/omnichannel, AI adoption, tech infrastructure modernization, data use cases, and KPI tracking for the digital enterprise .
• Independence: Board has not determined Walton’s independence; he is a non-management director with substantial family ownership alignment; WMT does not rely on controlled-company exemptions and maintains majority independent committees .
• Attendance and engagement: Board held 5 meetings and 24 committee meetings in FY2025; overall attendance ~99%, and each director attended ≥75% of meetings; TeCC met 3 times in FY2025 .
• Lead Independent Director context: Robust LID role; succession to Randall Stephenson effective June 5, 2025 (subject to re-election), enhancing independent oversight continuity .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Public company boards: None .
• Family interlock: Walton is the cousin of Greg Penner’s spouse, creating a familial connection within Board leadership .
• Related-party transaction: ABN Holdings LLC (100% indirectly owned by Steuart Walton and Thomas Walton) agreed to purchase Walmart’s existing Home Office properties and nearby parcels for ~$60 million; ~$9 million closed in FY2023; remaining parcels expected to close in FY2026 or later with pricing tied to CPI or updated appraisals; $2.5 million escrow for remainder; ABN made no payments in FY2025. Audit Committee approved and expects net gains to Walmart at closings .
• Other Walton-family transactions: FY2025 payments received by WMT totaled ~$3,068,800 (utilities, jet fuel sales, hangar rent, facility rent); payments made by WMT totaled ~$19,354,500 (energy services, lodging/meals, ordinary course purchases); WMT believes these were arm’s-length and immaterial; Audit Committee may review from governance perspective .

Expertise & Qualifications

• International legal and regulatory expertise from capital markets practice at Allen & Overy and Walmart international M&A leadership .
• eCommerce/omnichannel and technology insight via TeCC chair role and prior Flipkart board service, aligning with WMT’s digital and AI strategy .
• Entrepreneurial leadership in investment and advanced manufacturing (RZC, Runway Group, Game Aerospace) contributing financial and operational perspectives .

Equity Ownership

• Ownership guidelines: Outside Directors must own 5× annual retainer within 5 years; all with five-year compliance dates meet the requirement—Walton, elected in 2016, is within compliance .
• Section 16 compliance: No delinquent filings reported for Walton; company noted limited late filings due to administrative error for certain executives, not Walton .

Governance Assessment

• Strengths:
  • Chairs TeCC overseeing AI, data, and omnichannel technology—central to WMT’s strategic moat and margin expansion ambitions .
  • High Board engagement culture (99% attendance; regular executive sessions); TeCC active (3 meetings) embeds digital oversight in governance .
  • Ownership alignment via DSUs and spouse-held Shares; no pledging; meets stock ownership guidelines, aligning incentives with long-term shareholders .
• Risks/RED FLAGS:
  • Non-independent director status with familial ties to Board Chair’s family, elevating potential perceptions of influence and interlocks .
  • Material related-party real estate transaction (Home Office sale to ABN Holdings owned by Walton family members); though Audit Committee-approved with arm’s-length appraisals and expected net gains to WMT, it remains a conflict-of-interest exposure requiring continued scrutiny .
  • Concentrated Walton family control (approx. 45% through family entities), although WMT maintains majority independent committees and avoids controlled-company exemptions .

Director Compensation (FY2025)

Insider Trades & Compliance

Board Governance (Additional Context)

• Board independence and structure: Majority independent; separate Chair and CEO; Lead Independent Director succession to Randall Stephenson enhances continuity in independent oversight .
• Meetings: 5 Board meetings; 24 committee meetings; TeCC met 3 times in FY2025; each director ≥75% attendance; overall ~99% .

Other Directorships & Interlocks (Summary Table)

Overall, Walton’s chairmanship of TeCC positions him at the center of WMT’s digital and AI oversight, a strategic priority. However, his non-independent status and the ABN real estate transaction are watch-list items; continued Audit Committee oversight and transparent disclosure mitigate, but do not eliminate, perceived conflict risk .