Purpose
The general purpose of the Compensation and Management Development
Committee (the “Committee”) of the Board of Directors (the “Board”) of
Walmart Inc. (the “Company”) is to assist the Board in carrying out its
responsibilities relating to the compensation of the Company's directors,
executive officers and associates, including:
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Evaluating and approving Chief Executive Officer (“CEO”) and other
executive officer compensation and reviewing and making recommendations
to the Board with respect to director compensation, including incentive
or equity-based compensation plans;
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Reviewing and making recommendations to the full Board regarding the
Company’s succession planning and retention practices for the CEO and
other executive officers of the Company;
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Reviewing the disclosures in the Company’s Compensation Discussion and
Analysis section prepared annually for inclusion in the Company’s proxy
statement (the “CD&A”) and producing an annual compensation
committee report for inclusion in the Company’s proxy statement in
accordance with applicable rules and regulations; and
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Monitoring and evaluating, at the Committee’s discretion, matters
relating to the compensation and benefits structure of the Company and
such other domestic and foreign subsidiaries or affiliates, including
administering certain of the Company’s variable compensation plans on a
global basis with respect to incentive compensation and equity-based
compensation awards, as it deems appropriate.
The Company strives to provide fair compensation to executive officers
based on their performance and contribution to the Company and to provide
incentives that attract and retain key executives, instill a long-term
commitment to the Company, and develop a pride and sense of Company
ownership, all in a manner consistent with shareholder interests. In
addition, the Company strives to provide fair compensation to directors,
taking into consideration compensation paid to directors of comparable
companies and the specific duties of each director. The actions of the
Committee should be taken in furtherance of these objectives.
Membership
The Committee should consist of no fewer than three Board members, the
number of which shall be fixed from time to time by resolution adopted by a
majority vote of the full Board; provided, however, that the Committee may
operate with fewer than three members as long as such composition complies
with applicable laws, rules, regulations, and securities exchange listing
standards. Each member of the Committee shall be determined affirmatively
by a majority vote of the full Board to qualify as independent under the
New York Stock Exchange listing standards and the listing standards of any
other exchange on which the Company’s securities are listed, in either case
as then in effect. In addition, at least two or more of the members shall
qualify as “non-employee” directors as defined in Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and, if and to the extent the
Committee determines it is necessary or appropriate to satisfy the
conditions of any available exemption from the deduction limited under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Internal Revenue Code”), “outside” directors as defined under Section
162(m) of the Internal Revenue Code (to the extent Section 162(m) remains
relevant).
The members of the Committee shall be appointed annually, and vacancies
filled or members removed by the vote of a majority of the full Board. One
member of the Committee shall be appointed as its Chairman or Chairwoman
(the “Chairperson”) by majority vote of the full Board. Committee members
may resign by giving written notice to the Board. A Committee member may
resign Committee membership without resigning from the Board, but a member
shall cease automatically to be a member of the Committee upon either
ceasing to be a member of the Board or ceasing to be “independent” as
required above.
Meetings
The Committee shall have at least four (4) regularly scheduled meetings
annually, but may meet as often as necessary to carry out its
responsibilities. The Chairperson shall preside at each meeting and, in the
absence of the Chairperson, one of the other members of the Committee shall
be designated as the acting chair of the meeting. The Chairperson (or
acting chair) may direct appropriate members of management and staff to
prepare draft agendas and related background information for each Committee
meeting. The draft agenda shall be reviewed and approved by the Chairperson
(or acting chair) in advance of distribution to the other Committee
members. Any background materials, together with the agenda, should be
distributed to the Committee members in advance of the meeting. All
meetings of the Committee shall be held pursuant to the Amended and
Restated Bylaws of the Company with regard to notice and waiver thereof,
and written minutes of each meeting, in the form approved at the
immediately following meeting, shall be duly filed in the Company records.
Reports of meetings of the Committee shall be made to the Board at its next
regularly scheduled meeting following the Committee meeting accompanied by
any recommendations to the Board approved by the Committee. The Committee
may form and delegate authority to subcommittees consisting of one or more
members when appropriate.
Committee Authority and Responsibilities
The basic responsibility of the members of the Committee is to exercise
their business judgment to act in what they reasonably believe to be in the
best interests of the Company and its shareholders. In discharging that
obligation, members should be entitled to rely on the honesty and integrity
of the Company’s senior executives and its outside advisors and auditors,
to the fullest extent permitted by law. The Committee has the following
authority and responsibilities:
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Sole authority, in its discretion, to retain and terminate any
compensation consultant used to assist the Committee in the evaluation of
director, CEO, or executive officer compensation. The Committee shall also
have the authority, in its discretion, to obtain advice and assistance from
internal or external legal, accounting or other advisors. The Committee
shall have the sole authority to oversee the work of and approve the fees
and other retention terms of any such compensation consultants or other
advisors, and the Committee shall receive appropriate funding from the
Company, as determined by the Committee, for payment of compensation to its
compensation consultants and other advisors. Before retaining any such
compensation consultants or other advisors (other than internal legal
counsel and other internal advisors), where required by applicable law,
rule, regulation, or listing standard, the Committee shall review the
independence of such compensation consultants or other advisors, taking
into account all relevant factors, including the factors specified in
Securities and Exchange Commission rules and New York Stock Exchange
listing standards. Nothing in this paragraph shall be construed to (a)
require the Committee to implement or act consistently with the advice or
recommendations of any such compensation consultants or other advisors, or
affect the ability or obligation of the Committee to exercise its own
judgement in the fulfillment of its duties.
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Review and approve any additional services to be performed for the
Company or its affiliates by any compensation consultant during a fiscal
year in which the Committee has retained such compensation consultant to
provide advice or recommendations on the form or amount of executive
officer or director compensation.
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With respect to the CEO, the Chairman or Chairwoman of the Board (the
“Chairperson of the Board”), and other associates who are directors of the
Company (“Inside Directors”), annually review and approve corporate goals
and objectives relevant to their compensation, evaluate their performance
in light of those goals and objectives, and based on this evaluation,
establish their total compensation, including, but not limited to (a) the
annual base salary level, (b) the annual incentive opportunity level, (c)
the long-term incentive opportunity level, (d) equity awards, (e)
employment agreements, severance arrangements, and change in control
agreements/provisions, in each case as, when and if appropriate, and (f)
any special or supplemental benefits, including, but not limited to,
perquisites. In determining the long-term incentive component of each
Inside Director’s compensation, the Committee shall consider the Company’s
performance and relative shareholder return, the value of similar incentive
awards to persons with comparable positions at comparable companies, and
the awards given to each Inside Director in past years.
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Annually review and make recommendations to the Board with respect to
the compensation of all directors who are not also executive officers of
the Company, taking into consideration compensation paid to non-officer
directors of comparable companies and the specific duties of each director.
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In conjunction with the Chairperson of the Board and the Lead
Independent Director, periodically oversee the evaluation process for the
CEO.
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Periodically review and recommend to the full Board succession planning
practices for the CEO and other executive officers of the Company.
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In consultation with the CEO, annually review and approve the
compensation for executive officers of the Company subject to the
provisions of Section 16 of the Exchange Act other than Inside Directors,
including, but not limited to (a) the annual base salary level, (b) the
annual incentive opportunity level, (c) the long-term incentive opportunity
level, (d) equity awards, (e) employment agreements, severance
arrangements, and change in control agreements/provisions, in each case as,
when and if appropriate, and (f) any special or supplemental benefits,
including, but not limited to, perquisites. At the Committee’s sole
discretion, it may submit any of its decisions to the Board for its
approval or ratification.
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In consultation with the CEO, annually review the compensation for
executive officers of the Company up to two reporting levels below the CEO
other than those subject to the provisions of Section 16 of the Exchange
Act, including, but not limited to (a) the annual base salary level, (b)
the annual incentive opportunity level, (c) the long-term incentive
opportunity level, (d) equity awards; (e) employment agreements, severance
arrangements, and change in control agreements/provisions, in each case as,
when and if appropriate, and (f) any special or supplemental benefits,
including, but not limited to, perquisites, and approve grants and awards
in accordance with Item 15 below, where applicable.
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Monitor the Company’s compliance with the requirements of the
Sarbanes-Oxley Act of 2002 and other applicable laws, regulations and rules
relating to compensation arrangements for directors and executive officers .
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Review and discuss with management the disclosures made in the CD&A
and recommend to the Board whether the CD&A should be included in the
Company’s annual proxy statement.
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Prepare an annual compensation committee report for the Company’s
annual proxy statement in the manner required by Securities and Exchange
Commission rules and regulations.
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Oversee the Company’s compliance with the requirement under New York
Stock Exchange rules that shareholders approve all equity compensation
plans, with limited exceptions.
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Periodically review significant issues that relate to employee benefits
whether or not the employee benefits are governed under the Employee
Retirement Income Security Act of 1974 (“ERISA”) and shall further have
such responsibilities as set forth from time to time in such plans or
programs.
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Oversee and, at least annually, review the assessment of risks
associated with (a) the Company’s compensation policies and practices and
incentive compensation arrangements, including with respect to executive
officers, and (b) executive officer succession planning.
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Overall responsibility for the compensation and benefits structure
applicable to the Company’s associates, including, but not limited to
incentive compensation and equity-based compensation (the “Compensation
Plans”). These responsibilities include, among others, to:
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Construe and interpret the terms and conditions of the Compensation
Plans pursuant to the authority granted to the Committee by those plans;
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Establish and amend, as deemed necessary, the rules and regulations
regarding administration of the Compensation Plans as authorized under
those plans;
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Select participants from among associates according to the terms and
conditions of the Compensation Plans;
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Grant cash or equity-based compensation awards to associates, including
determining the amount of compensation to be awarded and the terms and
conditions of the awards;
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With respect to performance-based compensation awards, establish
performance criteria, certify performance and approve awards to associates;
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Any additional authority and responsibilities as from time to time may
be provided in any Compensation Plan of the Company.
At the Committee’s sole discretion, it may delegate to one or more officers
of the Company such of the Committee’s authority, responsibility, duties
and discretion as may be permitted under the applicable Compensation Plan
and applicable law; provided, however, that the terms of such delegation
may specify that the acts of the delegate are subject to the approval or
ratification of the Committee or a subcommittee thereof. The Committee in
its sole discretion also may submit such matters as it determines to be
appropriate to the Board for the Board’s approval or ratification.
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Review and advise management regarding the Company’s human capital
management strategies, including culture, diversity, and inclusion
strategies, programs and initiatives.
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Annually review and evaluate its own performance with respect to its
compensation functions, and annually review and reassess the adequacy of
this charter and recommend any proposed changes to the Board for approval.
In addition to the above, the Committee shall perform such other activities
consistent with this charter, the Company’s Amended and Restated Bylaws and
governing law as the Committee or the Board deems appropriate.
History of Amendments
This charter was last amended on April 5, 2021.