It's striking, though, how much of a contrast the 36-year-old Mayer makes compared with the existing members—with an average age of 60, the board is heavily weighted with CEOs of non-tech companies, venture capitalists and Wal-Mart veterans. The board seems to be acknowledging that it may not be the ideal group to oversee Wal-Mart's moves into the worlds of Twitter, Facebook, YouTube, geofencing and Foursquare.
Mayer's day job at Google is VP of Local and Maps. Think that's an unusual title for a Wal-Mart board member? It certainly is, but no more so than the other boards—all non-profits—she sits on, such as the San Francisco Museum of Modern Art, the San Francisco Ballet and the New York City Ballet.
Mayer has an excellent reputation in Silicon Valley, but it's her perspective and expertise that are essential. Unlike almost all other areas of Wal-Mart operations, the board really has to fully trust its managers, given the lack of its own experience with social and mobile. Mayer addresses that.
Besides, she holds a Master's degree in computer science from Stanford University. Somehow, I think the next few IT presentations to the board—assuming shareholders vote her in—are going to get some surprisingly different types of questions.
The backgrounds of the 15 other board members are overwhelmingly financial, with surprisingly little diversification of training. There's a former administrator for the Small Business Administration (who used to report for the New York Post), five members in traditional finance (a venture capitalist, a finance specialist, an investment management exec, the CEO of a bank group and the head of an investment banking firm), four CEOs/former CEOs from other businesses (retired CEO of Coca-Cola, current CEO of Marriott, former CEO of Pepsi and the retired CEO of Woolworths, which is the largest retailer in Australia), a marketing specialist (former CEO of a large ad agency) and three Wal-Mart/former Wal-Mart execs (current CEO, former CEO and the former chief counsel, who happens to serve as the board chairman).
The last board member is still a numbers guy (he holds an advanced degree in accounting and is now a Harvard Business School professor of business administration) and is the only one whose official bio even references technology. He touts having performed "research focused on the strategic use of information technology in the service sector and specifically the development of a performance measurement system for large IT organizations."
So, it's clear Mayer would provide a very different perspective to the board. So, it's clear Mayer would provide a very different perspective to the board. Seems that Wal-Mart board members get rather skimpy compensation these days, but it's at least enough to cover the hassle of attending meetings. The board members last year received anywhere from $229,000 to $288,000 each, depending on which—and how many—committees they served on.
The proxy filing considers Google a Wal-Mart supplier—which is literally true, given that Wal-Mart buys Google ads—but considers Mayer's involvement in those purchases to be trivial enough to not create a material relationship with Wal-Mart.
"The board considered (Mayer's) position as an officer of and a less than one percent equity owner of Google. During fiscal 2012, Wal-Mart paid Google for advertising space on Google's Web sites amounts that represented less than one percent of Google's 2011 revenues," the proxy said. "Wal-Mart anticipates that it will purchase advertising space on Google's Web sites during fiscal 2012. Ms. Mayer has not been and is not currently involved in any transaction between Wal-Mart and Google."
The point of a board—especially one controlling the world's largest retailer, with $444 billion in annual sales—is to properly position the company for the future and to provide opinions from folk who are removed from the day-to-day operations. It could be argued that Wal-Mart's board needed to be broadened some time ago, before it waded so deeply into mobile and social endeavors.
The chain's social efforts—best illustrated by the $300 million used to buy Kosmix and its CEO, veteran entrepreneur Venky Harinarayan—have been impressive, but it feels like the tomato sauce against the wall strategy (throw everything up there and see what sticks). Harinarayan's initial vision for the business—especially efforts to intersect social, mobile, online and, in particular, in-store—seems ideal and the chain's social calendar acquisition is actually deeply clever, if you truly explore the integration possibilities. Its well-publicized move to recruit suppliers by holding a contest to get shelf space was a delicious approach to stealth customer engagement.
But there are huge hurdles. Wal-Mart's Angry Birds campaign last month was pure tactical and suffered from a lack of big-picture depth. And lots of retailers—although not Wal-Mart, interestingly—have found that their core Facebook sites have been hardly worth the effort.
The problem is twofold. First, will Google's Mayer be able to properly spot and effectively articulate where Wal-Mart needs to go? Unfortunately, that's only one-sixteenth the battle. The second issue: Will she be able to persuade most of the other 15 board members to go along?