Updated from 7:21 a.m. with comments from Walmart spokesman.

Walmart(WMT) - Get Report shareholders can certainly gripe about exorbitant CEO pay at their upcoming annual meeting. 

CEO Doug McMillon's total compensation last year clocked in at $19.8 million, the world's largest retailer said Wednesday. The total compensation, which includes cash and stock, rose slightly from the $19.4 million McMillon made in 2014. Most of McMillon's compensation came in the form of stock awards: the exec's base salary tallied about $1.3 million. 

According to a Walmart spokesman, about 75.4% of McMillon's compensation last year was performance-based. His overall compensation includes a stock grant of $14.2 million that hasn't been earned or paid, and will only be realized over three years if the company meets its performance metrics.

"Walmart's financial performance did not meet the challenging targets established at the beginning of the year and as a result, incentive payouts to top executives were below target levels for the fourth consecutive year," said the spokesman via email to TheStreet.

McMillon's compensation hike came despite a disastrous year for profits last year, as the company battled increased competition online from Amazon(AMZN) - Get Report , worked to overhaul its store operations and lifted hourly pay for store workers. Walmart's total revenue fell 0.7% year over year to $482.1 billion, with operating profit plunging 11.2% to $24.1 billion.  

Shares of Walmart, a component of the Dow Jones Industrial Average, fell about 29% last year. The Dow only declined about 2.2%.   

Walmart said it will shrink the number of directors serving on its board to 12 from 15 as former CEO Mike Duke; Jim Walton, the founder's son; Aida Alvarez, a board member since 2006; and Roger Corbett won't stand for re-election. The company will nominate Steuart Walton, son of Jim Walton, to the board.

The independent number of directors on the board stands to be eight of 12 if all nominees are elected," says Walmart.  The company will hold its annual meeting on June 3. 

The compensation for McMillon brings to light that the CEOs at another well-known consumer brand may also have a hard time justifying their compensation to shareholders. 

According to a regulatory filing in March, Chipotle's (CMG) - Get Report co-CEO and founder, Steve Ells, earned $13.8 million in total compensation in 2015, down from a jaw-dropping $28.9 million in 2014. Monty Moran, Chipotle's other CEO, saw his total compensation decline to $13.6 million in 2015 from a whopping $28.1 million the year before.

Both well-paid Chipotle executives presided over one of the biggest food safety incidents in fast-food history, causing consumers to flee its restaurants and investors to dump the stock. Chipotle's fourth-quarter same-store sales plunged 14.6%, with earnings per share nosediving 43.5%. The outlook for the first quarter, meanwhile, is equally as tough to stomach.

Shares of Chipotle shed roughly 30% in 2015 vs. a 0.7% drop for the S&P 500.