Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2022, John David Rainey, age 51, was appointed Executive Vice
President and Chief Financial Officer of Walmart Inc. (the "Company"), effective
June 6, 2022. Mr. Rainey will report to the Company's President and Chief
Executive Officer in this position. Since September 2016, Mr. Rainey has served
as Chief Financial Officer and Executive Vice President, Global Customer
Operations for PayPal Holdings, Inc. ("PayPal"), a technology platform that
enables digital payments. From August 2015 to September 2016, Mr. Rainey was
Senior Vice President, Chief Financial Officer for PayPal. From April 2012 to
July 2015, Mr. Rainey was Executive Vice President and Chief Financial Officer
of United Airlines Holdings, Inc. (formerly known as United Continental
Holdings, Inc. and defined as "United"). Previously, Mr. Rainey served as Chief
Financial Officer and Executive Vice President at United Airlines, Inc., a
subsidiary of United and as Senior Vice President of Financial Planning and
Analysis at United. He has also served as a member of the Board of Directors of
Nasdaq, Inc. since 2017. The Company issued a press release on April 12, 2022
announcing Mr. Rainey's appointment, a copy of which is attached as Exhibit 99.1
to this report.
Pursuant to the terms of Mr. Rainey's offer of employment, Mr. Rainey will
receive an annual base salary of $1,000,000, subject to annual adjustment. Mr.
Rainey will also be eligible for an annual cash incentive under the Company's
Management Incentive Plan (the "MIP"), based on performance criteria established
by the Compensation and Management Development Committee (the "CMDC") of the
Company's Board of Directors. For the Company's fiscal year ending January 31,
2023 ("fiscal 2023"), Mr. Rainey's target cash incentive under the MIP is 150%
of his base salary. Mr. Rainey's fiscal 2023 cash incentive payment will be
prorated to reflect that he will be serving in his new position for a portion of
fiscal 2023.
Mr. Rainey will also be eligible to receive an annual equity award, generally
consisting of a combination of performance-based restricted stock units and
restricted stock. For fiscal 2023, Mr. Rainey will receive performance-based
restricted stock units with a target value of $7,500,000, which provide the
right to receive shares of the Company's common stock, par value $0.10 per
share, vesting on January 31, 2025 if performance goals for fiscal 2023
established by the CMDC are achieved. For fiscal 2023, Mr. Rainey will receive
restricted stock valued at $1,500,000, vesting over a three-year period.
Mr. Rainey will also receive a signing bonus of $5,000,000, payable six months
after the commencement of his employment. In the event that Mr. Rainey
voluntarily resigns from Walmart or is terminated for a violation of Walmart's
Code of Conduct during the three-year period following the payment of the
signing bonus, the Company would be entitled to recover all or a portion of the
signing bonus, depending on the timing of Mr. Rainey's departure. Mr. Rainey
will also receive an initial sign-on grant of restricted stock valued at
$15,000,000, with one-half vesting one year from the grant date and one-half
vesting two years from the grant date, with vesting conditioned on continued
employment through the respective grant dates. Mr. Rainey will also be eligible
for limited personal use of Company aircraft, and he will be eligible to
participate in all employee benefit plans and programs generally available to
the Company's associates and officers, including the Company's medical plans,
the Deferred Compensation Matching Plan, the Associate Stock Purchase Plan, and
the 401(k) Plan. Mr. Rainey will also be eligible to receive certain relocation
benefits from the Company.
Mr. Rainey does not have an employment contract with the Company, and his
employment will be on an at-will basis. In connection with his acceptance of the
Company's offer of employment, Mr. Rainey and the Company will enter into a
Post-Termination Agreement and Covenant Not to Compete (the "Non-Compete
Agreement"). The Non-Compete Agreement will prohibit Mr. Rainey, for a period of
period of two years following termination of employment with the Company for any
reason, from participating in a business that competes with the Company. The
Non-Compete Agreement will also provide that, if Mr. Rainey's employment is
terminated by the Company for any reason other than for a violation of the
Company's policies, the Company will continue to pay his base salary for up to
two years following termination of employment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated April 12, 2022 announcing the appointment of John David
Rainey as Executive Vice President and Chief Financial Officer of the Company.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
1
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
WALMART INC. 
