Who is replacing Brian C. Cornell as the head of Sam's Club?

Rosalind G. Brewer has been appointed as the new Executive Vice President, President and Chief Executive Officer of the Sam's Club segment, effective February 1, 2012.

What is Rosalind G. Brewer's compensation package?

Ms. Brewer will receive an annual base salary of $800,000, is eligible for an annual cash incentive with a target of 160% and a maximum of 200% of her base salary, and will receive significant equity awards including performance shares and restricted stock, along with relocation benefits.

Are there any non-compete clauses for the departing and incoming executives?

Yes, both Brian C. Cornell and Rosalind G. Brewer are subject to two-year post-termination non-compete agreements that prohibit them from engaging in competing businesses or soliciting company associates.

What are the performance metrics for Ms. Brewer's incentive compensation?

Ms. Brewer's cash incentive payment will be based on performance criteria established by the Compensation, Nominating and Governance Committee, which will include the company's operating income and the operating income of the Sam's Club segment.

WMT 8-K: Leadership Changes

Summary

This 8-K filing from Walmart Inc. (WMT) on January 25, 2012, primarily announces significant leadership changes within the Sam's Club division. Brian C. Cornell, the Executive Vice President, President, and CEO of Sam's Club, announced his retirement effective January 31, 2012, after a transition period. He will remain employed with the company through April 1, 2012, continuing to receive his salary and limited personal use of company aircraft, subject to a non-compete agreement. The key appointment is Rosalind G. Brewer as the new Executive Vice President, President, and CEO of Sam's Club, effective February 1, 2012. Ms. Brewer brings extensive experience from within Walmart U.S. and prior roles at Kimberly-Clark. Her compensation package includes a base salary of $800,000, eligibility for annual cash incentives up to 200% of base salary based on company and segment operating income, and significant equity awards including performance shares and restricted stock, designed to incentivize performance over a three-year period. She will also receive relocation benefits and continued participation in standard employee benefits.

Key Highlights

1Brian C. Cornell, President and CEO of Sam's Club, will retire effective January 31, 2012.
2Rosalind G. Brewer appointed as the new Executive Vice President, President and CEO of Sam's Club, effective February 1, 2012.
3Ms. Brewer's compensation includes an $800,000 base salary, with a target annual cash incentive of 160% of base salary, potentially reaching 200%.
4Significant equity awards for Ms. Brewer include performance shares with a target value of approximately $2.6 million and restricted shares valued at $875,000, subject to vesting and performance conditions.
5Additional equity awards, totaling nearly $3.6 million in target value, are also granted to Ms. Brewer, with vesting over one and two years.
6Both Mr. Cornell and Ms. Brewer are subject to two-year post-termination non-compete agreements.
7The filing includes a press release dated January 20, 2012, detailing these senior management changes.

Walmart Inc. 8-K Report, Executive Changes (Jan 25, 2012)

Summary

Key Highlights

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