Tim Flynn
WalmartAbout Tim Flynn
Timothy P. Flynn, age 68, has served on Walmart’s Board since 2012 and is an Independent Director with deep expertise in accounting, auditing, financial reporting, risk management, and regulatory affairs developed over three decades at KPMG, where he was Global Chairman (2007–2011) and previously U.S. Chairman and CEO . He currently chairs Walmart’s Audit Committee and serves on the Technology & eCommerce Committee; the Board has extended his service beyond its standard 12‑year term limit due to his strategic insight and financial reporting oversight, with his term expected to continue, subject to election, until 2026 . Mr. Flynn graduated from the University of St. Thomas (St. Paul, MN) and serves on the university’s board of trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG International | Chairman | 2007–2011 | Led global audit, tax, advisory across complex, global clients; significant risk management and regulatory engagement . |
| KPMG LLP (U.S.) | Chairman | 2005–2010 | Oversight of U.S. firm operations, governance . |
| KPMG LLP (U.S.) | CEO | 2005–2008 | Executive leadership of largest KPMG member firm . |
| KPMG (various roles) | Global Head of Audit; Vice Chair, Audit & Risk Advisory Services | Pre‑2005 | Operating responsibility for Audit, Risk Advisory, Financial Advisory practices . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UnitedHealth Group Incorporated | Director | Jan 2017–Present | Current public company directorship . |
| JPMorgan Chase & Co. | Director | May 2012–May 2024 | Former directorship (ended 2024) . |
| Alcoa Corporation | Director | Nov 2016–May 2021 | Former directorship . |
| The Chubb Corporation | Director | Sept 2013–Jan 2016 | Former directorship (prior to acquisition) . |
| Financial Accounting Standards Board | Trustee | Prior service | Standards/governance exposure . |
| World Economic Forum International Business Council | Member | Prior service | Global business governance exposure . |
| International Integrated Reporting Council | Director | Prior service | Reporting and disclosure expertise . |
Board Governance
- Independence and leadership: Independent Director; Audit Committee Chair; member, Technology & eCommerce Committee (TeCC) .
- Audit Committee composition and “financial expert”: Audit Committee consists of five Independent Directors; Flynn (Chair) plus Cesar Conde, Sarah Friar, Tom Horton, and Bob Moritz. The Board designated Flynn (and Friar, Horton, Moritz) as “audit committee financial experts” under SEC rules .
- Meetings and engagement: Audit Committee held seven meetings in fiscal 2025, including private sessions with CEO, CFO, Chief Legal Officer, Chief Audit Executive, Global Chief Ethics & Compliance Officer, Chief Accounting Officer, CISO, and EY; agendas set by the Audit Chair in coordination with leadership . TeCC held three meetings in fiscal 2025 .
- Board attendance: Board held five meetings; overall attendance was ~99% at Board and committee meetings; each director attended at least 75%; outside and independent directors met regularly in executive sessions .
- Term limit exception: Board extended Flynn’s service beyond the 12‑year independent director term limit to 2026 given his Audit leadership and financial reporting oversight .
- Risk oversight: Audit Committee oversees financial statements/controls, ethics/compliance, legal/litigation, info systems, data privacy, cybersecurity, tax, related‑person transactions, and internal investigations; TeCC oversees technology, eCommerce, AI, and omnichannel digital strategy .
Fixed Compensation (Director)
| Item | Fiscal 2025 Amount/Detail |
|---|---|
| Annual cash fees received/earned | $130,000 (includes $100,000 base retainer + $30,000 Audit Chair retainer) . |
| Stock award (annual grant) | $199,973 grant date fair value; 2,978 shares ($200,000 ÷ $67.15, 6/6/2024), elected to defer into DSUs . |
| Cash deferral elections | 1,782 deferred stock units (DSUs) in lieu of cash fees . |
| All other compensation | $1,311 . |
| Meeting fee policy (if applicable) | $4,000 per in‑person Board meeting requiring intercontinental travel . |
| Program structure (reference) | Outside Directors: $200,000 in stock; $100,000 cash retainer; Audit Chair $30,000; other chairs $20,000; Lead Independent Director $50,000; Non‑Exec Chairman $225,000 (50/50 stock/cash) . |
Notes: Walmart reports no outstanding stock options or unvested restricted stock awards for Outside Directors as of Jan 31, 2025 .
Performance Compensation (Director)
- Structure: Non‑Management Directors receive unrestricted shares (or DSUs if elected); director pay is not tied to operating performance metrics (no options or performance‑vested equity for directors) .
- Clawback/forfeiture: The 2025 Stock Incentive Plan applies recoupment/forfeiture to Non‑Management Directors for conduct detrimental to Walmart; recovery can extend to awards paid within 24 months prior to misconduct; awards are also subject to the company’s Exchange Act Section 10D/NYSE‑compliant recoupment policy .
- Change in control: Awards do not automatically accelerate upon a change in control if awards are assumed by the acquirer (i.e., no single‑trigger acceleration) .
Other Directorships & Interlocks
| Company | Role | Timeframe | Potential Interlock/Conflict Notes |
|---|---|---|---|
| UnitedHealth Group | Director | 2017–Present | Current public board seat; Walmart’s related‑person transaction disclosures for fiscal 2025 did not identify Flynn in any disclosed transactions . |
| JPMorgan Chase & Co. | Director (former) | 2012–2024 | Ended board service May 2024 . |
| Alcoa Corporation | Director (former) | 2016–2021 | Former seat . |
| The Chubb Corporation | Director (former) | 2013–2016 | Former seat . |
- Compensation Committee interlocks: None of the CMDC members had interlocks/insider participation; Flynn is not a CMDC member .
Expertise & Qualifications
- Accounting/audit and risk management: 30+ years; former KPMG Global Chairman; extensive experience with complex, global companies and regulatory affairs .
- Audit committee financial expert: Designated by the Board as an “audit committee financial expert” .
- Technology/eCommerce oversight: Member of TeCC, which oversees AI, tech infrastructure, data use, and omnichannel metrics .
- Education and affiliations: University of St. Thomas graduate; trustee; prior leadership with FASB, WEF IBC, IIRC .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 151,879 deferred stock units (right to receive one share per unit after service termination) . |
| Ownership % of class | Less than 1% (as indicated “*”) . |
| Vested vs unvested | No outstanding options or unvested restricted stock awards for Outside Directors as of Jan 31, 2025 . |
| Pledged/hedged stock | Pledging/hedging prohibited; no pledging arrangements in place for any directors . |
| Stock ownership guidelines | Requirement: 5× annual retainer; all Outside Directors past 5‑year window are compliant (Flynn first elected 2012) . |
Governance Assessment
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Strengths and positive signals
- Deep financial oversight and regulatory experience; Audit Chair and SEC‑defined financial expert; Audit Committee held seven meetings with robust private sessions, suggesting active oversight of financial reporting, ICFR, cybersecurity, and compliance .
- Independence affirmed; serves on TeCC with explicit oversight of technology and AI risk—aligned with Walmart’s omnichannel transformation .
- Director pay structure is simple, near peer median, equity‑aligned; no options; no performance metrics; robust clawback/COC provisions; no hedging/pledging allowed .
- Ownership alignment via DSU deferrals and compliance with 5× retainer ownership guideline .
-
Risk indicators and potential concerns
- RED FLAG: Board tenure policy exception—Flynn extended past the 12‑year independent director term limit (to 2026) due to strategic value and Audit leadership; while justified, investors may watch for board refreshment pace and succession in audit oversight roles .
- Other public board seat (UnitedHealth Group): no related‑person transactions involving Flynn disclosed, but investors typically monitor for time commitments and any evolving commercial overlaps; Walmart’s Audit Committee reviews any related‑person transactions under a formal policy .
- Concentration of financial expertise on Audit Committee can be a strength; continued rotation and refreshment should be monitored (EY lead partner rotation executed in fiscal 2025 with committee oversight) .
Director Compensation (Detail)
| Metric | Fiscal 2025 |
|---|---|
| Fees Earned or Paid in Cash ($) | $130,000 |
| Stock Awards ($) | $199,973 (2,978 shares; 6/6/2024 grant; price $67.15) |
| All Other Compensation ($) | $1,311 |
| Total ($) | $331,284 |
| Cash Deferral Election | 1,782 DSUs in lieu of cash |
| Equity Deferral Election | Elected to defer annual stock grant into DSUs |
Program references: Base $100,000 cash retainer; Audit Chair additional $30,000; Annual stock grant $200,000; policy allows $4,000 intercontinental meeting fee; no changes to director base/leadership fees after benchmarking .
Related‑Party Transactions & Conflicts
- Policy and oversight: Related person transactions are screened by the Office of the Corporate Secretary and reviewed/approved by the Audit Committee under Walmart’s Transaction Review Policy; Audit Committee also reviews/approves any related person transactions annually .
- Disclosures: Fiscal 2025 related‑person transactions disclosed did not identify Flynn in any transaction requiring disclosure; “Other Transactions” primarily reflect immaterial, ordinary‑course dealings with entities related to Walton family interests, approved as appropriate .
Attendance & Engagement
- Board/committee attendance: ~99% overall in fiscal 2025; each director ≥75% of meetings; regular executive sessions of outside/independent directors .
- Annual meeting participation: With the exception of Mr. Moritz (appointed after 2024 ASM) and Mr. Horton, all current Board members attended the 2024 Annual Shareholders’ Meeting (includes Flynn) .
Say‑on‑Pay & Compensation Governance Context (Broader)
- Executive compensation features (context for governance quality): robust clawback policy (Exchange Act 10D compliant), strong stock ownership guidelines, no single‑trigger equity acceleration upon change in control, and prohibition on hedging/short sales/pledging, reflecting shareholder‑aligned practices overseen by independent committees .