Why Walmart Is Shrinking Its Board of Directors

Wal-Mart to Close Hundreds of Stores, Affecting 16,000 Jobs
Photograph by Bloomberg via Getty Images

Wal-Mart Stores (WMT) said on Wednesday it will shrink its board by three members to 12, bringing it closer to U.S. corporate norms in a move the largest U.S. retailer hopes would allow it to respond more nimbly to rapid market changes.

The change will take place after Walmart’s annual shareholders’ meeting on June 3, it said in a statement.

The revamp includes the retirement of Jim Walton, 67, the youngest son of late Walmart founder Sam Walton, after 11 years on the board, the retailer said. His son Steuart, 34, has been nominated for a board seat.

Also departing are Aida Alvarez, a former member of U.S. President Bill Clinton’s cabinet, retail industry veteran Roger Corbett, and Mike Duke, who was Walmart’s chief executive from 2009 to 2014.

Walmart, which posted a double-digit profit decline last year as the dollar appreciated and costs rose as it hiked entry-level wages, said a smaller board would lead to better and faster decision-making.

The average board size for companies in the Standard & Poor’s 500 index was 10.8 last year, according to the Spencer Stuart board index.

“The changes we are making are designed to maximize our effectiveness as we adapt to ever-evolving customer requirements,” James Cash, lead independent director, said in the statement.

Both Alvarez, 66, a member of the auditing committee, and Corbett, 73, the former CEO of Australian retailer Woolworths Ltd, had been on the board for a decade, the normal tenure for independent directors, Walmart said.


Duke’s departure two years after leaving the CEO post is also in line with historical standards, it said.

Walmart also said Wednesday that current CEO Doug McMillon’s total compensation, including cash and stock, was valued at $19.8 million in the year ending Jan. 31, up from $19.4 million in 2014.

Last year, Walmart’s operating income fell 11 percent to $24.1 billion and sales dropped 0.7 percent to $482 billion, reflecting a $1 billion outlay to raise wages and the firmer dollar, which cut the value of overseas sales.

Excluding currency impacts, Walmart’s sales rose 2.8 percent to $499.4 billion.

Its core U.S. operations have shown some improvement, with sales at existing stores rising 1 percent last year, excluding fuel. Greg Foran, head of the U.S. business, saw his compensation fall to $11.5 million from $19.5 million, as his stock awards were lower after a big allocation last year due to his promotion.

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