Tom Horton

About Tom Horton

Tom Horton, age 63, is an independent director of Walmart (joined the Board in 2014) with deep finance and airline leadership credentials, currently serving as Partner at Global Infrastructure Partners and previously Chairman & CEO of American Airlines. He served as Walmart’s Lead Independent Director since 2018 and Chair of the Nominating & Governance Committee; subject to re‑election, he will transition these leadership roles to Randall Stephenson at the June 5, 2025 annual meeting and remain on the Board and NGC as a member. Horton also sits on Walmart’s Audit Committee (designated an “audit committee financial expert”), Strategic Planning & Finance Committee, and Executive Committee, bringing 30+ years of finance, accounting, auditing, and risk management experience. He holds a B.B.A. from Baylor University and an M.B.A. from Southern Methodist University.

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Horton is independent under NYSE rules; Audit, CMDC, and NGC are fully independent.
• Committee assignments (FY2025): Audit (member; audit committee financial expert), Nominating & Governance (Chair, through 2025 meeting), Strategic Planning & Finance (member), Executive Committee (member).
• Lead Director transition: Subject to re‑election, Randall Stephenson will succeed Horton as Lead Independent Director and NGC Chair effective June 5, 2025; Horton will continue serving on the Board/NGC.
• Lead Independent Director responsibilities: Presides over executive sessions, can call meetings of independent directors, reviews agendas, and engages with major shareholders.
• Attendance: Board held 5 meetings and committees held 24 meetings in FY2025; overall director attendance was ~99% and each director attended ≥75% of meetings. However, Horton did not attend the 2024 annual shareholders’ meeting (others did, except newly appointed Moritz).
• Board refreshment: 12‑year term limit for independent directors (with exceptions); Horton is approaching the limit, prompting leadership transition planning.

Fixed Compensation

Director-specific FY2025 payouts for Tom Horton:

Notes:

• Walmart does not issue stock options to Outside Directors; no non-equity incentive plan compensation.
• For 2024 grants, each Outside Director other than the Chair received 2,978 shares; Horton was not listed among directors who deferred the 2024 stock grant to DSUs.

Performance Compensation

Walmart’s director pay is primarily fixed cash retainers and time‑based stock grants; no performance‑conditioned elements for directors.

Other Directorships & Interlocks

Expertise & Qualifications

• Designated audit committee financial expert; extensive CFO background and risk management experience.
• Senior leadership across complex, international, regulated industries (airlines, telecom).
• Strategic/finance oversight via SPFC membership and LID leadership.
• Education: B.B.A. (Baylor University), M.B.A. (Southern Methodist University).

Equity Ownership

Governance Assessment

• Strengths for investor confidence

  • Independent director with demonstrated governance leadership (LID since 2018), committee chair experience, and audit committee financial expert designation—supporting board effectiveness and risk oversight.
  • Strong engagement model for LID role (executive sessions, agenda-setting, shareholder availability); board-wide 99% meeting attendance in FY2025.
  • Aligned incentives: meaningful stock grant and robust director stock ownership guidelines; no hedging and restrictions on pledging apply.

• Watch items / RED FLAGS

  • Annual meeting attendance: Horton did not attend the 2024 annual shareholders’ meeting, while most directors did; isolated but noteworthy from an engagement optics standpoint.
  • Tax gross-up: “All Other Compensation” includes tax gross-ups for travel-related imputed income ($230 for Horton); small amount but some investors view gross-ups unfavorably.
  • Independence relationships: The Board noted certain “immaterial” relationships involving Horton and/or immediate family in the routine course of business, determined immaterial to independence; continue monitoring for any change in materiality.

• Transition signal

  • Horton is approaching Walmart’s 12‑year independent director term limit; leadership transition to a new LID and NGC Chair is planned for the 2025 meeting. Continuity risk appears mitigated by succession planning; Horton remains on key committees post-transition.

Committee Membership Snapshot (FY2025)

Director Compensation Mix (FY2025)

Related-Party and Conflicts Check

• Audit Committee reviews and must approve any related person transactions under a formal policy; Walmart disclosed several related-person transactions for fiscal 2025, none involving Horton.
• Independence review concluded Horton has no material relationships compromising independence, notwithstanding certain immaterial transactions/ownership categories.

Attendance and Shareholder Engagement

• Overall FY2025 attendance ~99%; each director ≥75%; LID role includes shareholder engagement responsibilities. Horton missed the 2024 annual shareholders’ meeting.

Overall, Horton’s governance profile—independence, financial expertise, and extensive leadership—supports board oversight quality; key watch items are the annual meeting absence and the minor travel-related gross-up, alongside monitoring of any future related-party exposure changes.