DEF 14A of Best Buy Co Inc, May 2, 2023

DEF 14A of Best Buy Co Inc

Filed May 2, 2023 · FY20230001140361-23-022482

Open on EDGAR

  1. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | | PAGE | | EXECUTIVE AND DIRECTOR COMPENSATION | 51 | | Compensation Discussion and Analysis | 51 | | Executive Summary | 52 | | Compensation Philosophy, Objectives and Policies | 53 | | Governance | 54 | | Factors in Decision-Making | 55 | | Executive Compensation Elements | 56 | | Compensation and Human Resources Committee Report on Executive Compensation | 64 | | Compensation and Human Resources Committee Interlocks and Insider Participation | 64 | | Compensation of Executive Officers | 65 | | Summary Compensation Table | 65 | | Grants of Plan-Based Awards | 67 | | Outstanding Equity Awards at Fiscal Year-End | 68 | | Option Exercises and Stock Vested | 71 | | Nonqualified Deferred Compensation | 72 | | Potential Payments Upon Termination or Change-of-Control | 73 | | Director Compensation | 77 | | Equity Compensation Plan Information | 79 | | CEO Pay Ratio | 79 | | Pay Versus Performance | 80 | | ITEM OF BUSINESS NO. 4 — ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SHAREHOLDER ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 84 | | Information About the Advisory Vote on the Frequency of Holding the Shareholder Advisory Vote to Approve Executive Compensation | 84 | | Board Voting Recommendation | 84 | | OTHER BUSINESS | 84 | | PROPOSALS FOR THE NEXT REGULAR MEETING OF SHAREHOLDERS | 85 | | SCHEDULE: RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES | 86 |

  2. Item No. 1: Election of Directors

    Item No. 1: Election of Directors The following individuals are standing for election to our Board. The Board recommends a vote FOR each of the nominees. All nominees are current members of the Board. The Board seeks a wide range of experience and expertise from a variety of industries and professional disciplines in its directors and carefully assesses and plans for the director skill sets, qualifications and diverse perspectives required to support the Company’s long-term strategic goals. Our slate of director nominees reflects the strong results of these efforts.

  3. Item No. 1: Election of Directors

    | | 2023 Proxy Statement | 4 |

  4. Item No. 1: Election of Directors

    Additional information about each of our nominees and director qualification and nomination process can be found in Item of Business No. 1 — Election of Directors.

  5. Director Independence

    Director Independence Pursuant to our Corporate Governance Principles, the Board has established independence standards consistent with the requirements of the SEC and NYSE. To be considered independent under the NYSE rules, the Board must affirmatively determine that a director or director nominee does not have a material relationship with us (directly, or as a partner, shareholder or officer of an organization that has a relationship with us). In addition, each member of the Compensation and Human Resources Committee must meet a standard of “enhanced independence” such that the Board must consider the source of compensation of the director and whether the director is affiliated with us or one of our subsidiaries to determine whether there are any factors that would materially affect a director’s ability to be independent, specifically in regard to their duties as a Compensation and Human Resources Committee member.

  6. Director Independence

    | | 2023 Proxy Statement | 14 |

  7. Director Independence

    Our Director Independence Guidelines, consistent with the NYSE rules, generally provide that no director or director nominee may be deemed independent if the director or director nominee:

  8. Director Independence

    | — | has in the past three years: |

  9. Director Independence

    | • | received (or whose immediate family member has received as a result of service as an executive officer) more than $120,000 during any 12-month period in direct compensation from Best Buy, other than director and committee fees and certain pension payments and other deferred compensation; |

  10. Director Independence

    | • | been an employee of Best Buy; |

  11. Director Independence

    | • | had an immediate family member who was an executive officer of Best Buy; |

  12. Director Independence

    | • | personally worked on (or whose immediate family member has personally worked on) our audit as a partner or an employee of our internal or external auditors or independent registered public accounting firm; or |

  13. Director Independence

    | • | been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee at that time included a present executive officer of Best Buy; or |

  14. Director Independence

    | — | is currently: |

  15. Director Independence

    | • | a partner or employee of our independent registered public accounting firm, or a director whose immediate family member is a partner of such firm or is employed by such firm and personally works on our audit; or |

  16. Director Independence

    | • | an employee (or has an immediate family member who is an executive officer) of another company that has made payments to Best Buy, or received payments from Best Buy, for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company’s consolidated gross revenues. |

  17. Director Independence

    Under our director independence standards described above, the Board has determined that each director who served during any part of fiscal 2023 and each director nominee is independent, with the exception of Ms. Barry, our CEO. The Board based these determinations primarily on a review of the responses of the directors to questions regarding employment and compensation history, affiliations, family and other relationships and on discussions with our directors. As part of its independence analysis, the Board reviewed our relationships with companies with which our directors are affiliated. As part of that review, the Board considered our relationship with Nielsen, a company affiliated with Mr. Kenny. Mr. Kenny, a director since September 2013, serves as CEO and a director of Nielsen. Since 1999, Nielsen has provided us with data analytics services. The amounts we have paid to Nielsen were less than 2% of the annual consolidated gross revenues of Nielsen for each of the past three fiscal years. In addition, Mr. Kenny did not influence or participate in negotiating our agreements with Nielsen. The Board determined that the Company’s relationship with Nielsen was not material and did not impair Mr. Kenny’s independence. The Board also considered Best Buy Health’s relationship with Atrium Health which is part of Advocate Health. Mr. Woods, a director since December 2018, serves as CEO of Advocate Health. Best Buy Health and Atrium Health recently entered into an agreement that includes jointly developing new hospital at home offerings. Mr. Woods did not influence or participate in the negotiation of our agreement with Atrium. The Board determined that the Company’s relationship with Atrium was not material and did not impair Mr. Woods’ independence.

  18. ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS

    ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS

  19. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Director Nominees (Ages and Committee roles as of May 2, 2023) The biographies of each of the nominees include information regarding the person’s service as a director, business experience, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings during the last ten years, if any, and the key experiences, qualifications, attributes or skills that led the Nominating Committee and the Board to determine that the person should serve as a director. There are no family relationships among the nominees or between any nominee and any director, executive officer or person chosen to become an executive officer. There are also no material proceedings to which any director, officer, affiliate of the Company, any 5% shareholder or any associate is a party adverse to the Company or its subsidiaries or has a material interest adverse to the Company or its subsidiaries.

  20. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Corie S. Barry | | | | | Age: 48 | Committees: | | | | Director Since: June 2019 | None | | | | | Other Public Company Directorships: | | | | | • | Domino’s Pizza, Inc. |

  21. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Current Role:

  22. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Executive Officer, Best Buy Co., Inc. (2019-present) |

  23. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  24. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Financial Officer (2016-2019) & Strategic Transformation Officer (2018-2019), Best Buy Co., Inc.; |

  25. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Strategic Growth Officer & interim President, Services, Best Buy Co., Inc. (2015-2016); |

  26. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Senior Vice President, Domestic Finance, Best Buy Co., Inc. (2013-2015); |

  27. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Vice President, Chief Financial Officer & Business Development, Home Business Group, Best Buy Co., Inc. (2012-2013); and |

  28. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Vice President, Finance – Home Customer Solutions Group, Best Buy Co., Inc. (2010-2012). |

  29. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Ms. Barry holds degrees from the College of St. Benedict. Key Qualifications & Experience:

  30. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Growth/Transformation Experience - As Best Buy’s Chief Executive Officer and a key member of the Best Buy executive team prior to her CEO appointment, Ms. Barry has played a critical role in the Company’s successful transformation and in developing and executing the strategy in place today. She has led Best Buy’s strategic transformation and growth efforts, including the launch of its In-Home Consultation program and its expansion in the health space. Ms. Barry has a demonstrated track record of advocating for and mentoring women in the workplace and in the community through her close involvement with the Company’s women’s development group, local women’s leadership organizations and her alma mater. |

  31. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Finance Expertise - As Best Buy’s Chief Financial Officer from 2016 to 2019, Ms. Barry brings strong financial acumen to the board. She previously served in a variety of financial and operational roles within the Company, including Senior Vice President of Domestic Finance. Prior to joining Best Buy in 1999, she worked at Deloitte & Touche LLP. |

  32. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Knowledge of Best Buy and/or Industry - As Best Buy’s CEO since 2019, Ms. Barry has a deep knowledge of the Company, its business partners and the broader industry in which it competes. She has worked at the Company for over 20 years across a wide variety of roles, both in the field and at the corporate office. |

  33. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | 31 | | 2023 Proxy Statement |

  34. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Lisa M. Caputo | | | | | | Age: 59 | | Committees: | | | | Director Since: December 2009 | | • | Compensation Committee | | | ✔ | Independent | • | Nominating Committee (Chair) | | | | | Other Public Company Directorships: | | | | | | None | |

  35. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Executive Vice President of Marketing, Communications and Customer Experience of The Travelers Companies, Inc., a property casualty insurer (2011-present) |

  36. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  37. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Managing Director and Senior Banker of the Public Sector Group of the Institutional Clients Group of Citigroup, Inc., a financial services company (2010-2011); |

  38. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Global Chief Marketing Officer and Executive Vice President of Citigroup, Inc. (2007-2010); |

  39. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Marketing and Community Relations Officer, Global Consumer Group, Citigroup, Inc. (2005-2007); and |

  40. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Founder, Chair and Chief Executive Officer of Citi’s Women & Co., a membership service that provides financial education and services for women (2000-2011). |

  41. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Ms. Caputo holds degrees from Brown University and Northwestern University. Key Qualifications & Experience:

  42. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Marketing / Customer Experience Expertise - Ms. Caputo’s position as Executive Vice President of Marketing, Communications and Customer Experience of The Travelers Companies, Inc., makes her invaluable to Best Buy’s efforts to broaden its brand, rejuvenate the customer experience and transform its marketing and communications efforts to drive growth. In addition, her perspective gained from driving innovation efforts to explore partnership and investment opportunities at Travelers is helpful as we develop growth initiatives within the Company’s strategy. Ms. Caputo also spent eleven years at Citigroup, advising three CEOs on topics from marketing and communications to government affairs and community relations. |

  43. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Environmental, Social & Governance Expertise - Ms. Caputo has an exceptional track record throughout her career of enhancing community and employee engagement, building social impact strategies and leading corporate responsibility and sustainability. Her expertise has been key in the development and execution of the Company’s ESG initiatives. |

  44. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Corporate Public Affairs Expertise - Ms. Caputo has also been a senior executive at Walt Disney Co. and CBS Corp., and she spent more than a decade in the public sector, serving as Deputy Assistant to President Bill Clinton and Press Secretary to First Lady Hillary Rodham Clinton. Her diverse public/private background lends an important voice to Board deliberations, particularly those that involve the Company’s government relations and communications efforts. |

  45. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | 2023 Proxy Statement | 32 |

  46. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | J. Patrick Doyle | | | | | Age: 59 | | Committees: | | | Director Since: October 2014 | | None, but as Chair, Mr. Doyle attends most committee meetings as an ex-officio member. | | | ✔ | Independent | | | | Chair | | Other Public Company Directorships: | | | | | Restaurant Brands International Inc. |

  47. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Executive Chairman at Restaurant Brands International Inc. (“RBI”), a Canadian-based multinational fast food holding company, including iconic brands such as Burger King, Tim Hortons, Popeyes and Firehouse Subs (2022–present) |

  48. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  49. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Executive Partner at The Carlyle Group, one of the world’s largest investment firms (2019–2022); |

  50. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President and CEO of Domino’s Pizza, Inc., the largest pizza restaurant chain in the world (2010-2018); |

  51. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President of Domino’s Pizza (2007-2018); |

  52. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Executive Vice President of Team U.S.A. at Domino’s Pizza (2004-2007); and |

  53. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Executive Vice President of Domino’s Pizza International (1999-2004). |

  54. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Mr. Doyle holds degrees from The University of Chicago Booth School of Business and The University of Michigan. Key Qualifications & Experience:

  55. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | CEO/Executive Experience - Mr. Doyle served as Chief Executive Officer of Domino’s Pizza, Inc, from 2010 to 2018. Prior to that, he held a variety of other senior leadership roles at Domino’s. He currently serves as the Executive Chairman of RBI, one of the world’s largest fast food restaurant companies with more than $35 billion in annual sales world-wide and over 29,000 restaurants in more than 100 countries. |

  56. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Digital / E-Commerce Expertise - Under Mr. Doyle’s leadership, Domino’s significantly enhanced its multichannel presence, with digital channels now accounting for 60% of U.S. orders. That expertise supports Best Buy’s goal of increasing its online market share. |

  57. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Growth / Transformation Experience - Mr. Doyle led a remarkable transformation at Domino’s, rebuilding the company’s reputation among consumers and more than doubling its global retail sales from $5.5 billion in 2008 to $13.5 billion in 2018. During Domino’s transformation, Mr. Doyle increased the company’s contributions to communities and disaster relief and initiated a partnership to support students interested in careers in agriculture. In his role at The Carlyle Group, Mr. Doyle led a partnership to acquire established companies that have the opportunity for value creation and revenue growth through technological transformation. Mr. Doyle was appointed the Executive Chairman of RBI to accelerate growth for franchisees and shareholders. |

  58. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | 33 | | 2023 Proxy Statement |

  59. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | David W. Kenny | | | | | | Age: 61 | | Committees: | | | | Director Since: September 2013 | | • | Compensation Committee (Chair) | | | ✔ | Independent | • | Nominating Committee | | | | | Other Public Company Directorships: | | | | | | None | |

  60. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | CEO and a director of Nielsen, a global measurement and data analytics company (2018-present) |

  61. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  62. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Diversity Officer, Nielsen (2018–2021); |

  63. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Senior Vice President of IBM Watson (2016-2018) and IBM Cloud (2016-2018), business units of IBM, an American multinational technology and consulting corporation; |

  64. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chairman and Chief Executive Officer of The Weather Company, a leading provider of weather forecasts and information (2012-2015); |

  65. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President of Akamai, a leading cloud platform technology company (2011-2012); |

  66. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Managing Partner of VivaKi, a provider of integrated strategy, technology and marketing solutions for internet-based ecommerce companies (2006-2010); and |

  67. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Founder and Chief Executive Officer of Digitas, Inc., which was later merged with VivaKi (1997-2006). |

  68. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Mr. Kenny holds degrees from the GM Institute (now Kettering University) and Harvard University. Key Qualifications & Experience:

  69. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | CEO Experience - Mr. Kenny is the CEO at Nielsen, a private global measurement and data analytics company. He also previously served as CEO of The Weather Co., which was sold to IBM, and Digitas Inc., a global marketing and technology agency, and in a variety of other executive roles, including Senior Vice President of IBM Watson and IBM Cloud, President of Akamai and Managing Partner of VivaKi. |

  70. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Technology Expertise - As Senior Vice President of IBM Watson, Mr. Kenny led the company’s growth initiatives around cloud and artificial intelligence services. His online leadership dates to 1997, when he founded Digitas, Inc., a provider of technology and marketing solutions for e-commerce and multichannel companies. His experience leading The Weather Company offers the Company strong environmental leadership and climate change expertise. |

  71. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Customer Engagement Expertise - As CEO of Nielsen, a global market research leader, Mr. Kenny has a deep knowledge of consumer insights. As Chairman and Chief Executive Officer of The Weather Company, acquired by IBM in 2016, he helped turn the organization into a media heavyweight that produced television programming, developed apps, published content and used analytics to connect businesses to consumers through weather and climate-related content. He uses those consumer centric and strategic skills to support Best Buy’s growth and transformation efforts, including our goal of capturing online share and responsible use of data to serve customers based on how, where and when they want to be served. |

  72. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | 2023 Proxy Statement | 34 |

  73. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Mario J. Marte | | | | | | Age: 47 | | Committees: | | | | Director Since: January 2021 | | • | Audit Committee | | | ✔ | Independent | • | Nominating Committee | | | | | Other Public Company Directorships: | | | | | | None | |

  74. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Financial Officer, Chewy, Inc., a Fortune 500 and leading online pet product retailer (2018–present) |

  75. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  76. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Vice President, Finance & Treasurer, Chewy, Inc. (2015–2018); |

  77. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Vice President, Financial Planning and Analysis, Hilton Worldwide (2011–2015); and |

  78. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Director Finance and Controller, Onboard Service, American Airlines (2008–2011). |

  79. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Mr. Marte holds degrees from the University of South Florida and Duke University. Key Qualifications & Experience:

  80. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Finance Expertise - As the Chief Financial Officer of Chewy, Inc., Mr. Marte brings deep financial expertise to the Best Buy Board. In his current role, Mr. Marte led the successful initial public offering of Chewy in June 2019 and leads all finance, accounting and investor relations functions for the company. Prior to becoming CFO, he led financial planning and analysis and treasury in three successful private fundraisings and the sale of Chewy to BC Partners in 2017. He has almost two decades of experience in finance at American Airlines, Hilton Worldwide and Chewy. |

  81. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Growth / E-commerce / Transformation Expertise - Mr. Marte has experience in growth and transformation, having established the financial planning, operations finance and treasury functions at Chewy Inc. He also worked closely with the leadership team to reengineer the company’s financial strategy and long-term growth plan in the first six months after joining Chewy. These steps led the company to grow from $250 million in revenue to more than $9 billion in seven years while rapidly scaling to profitability and the lead position in e-commerce for the pet category. |

  82. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Global Expertise - Mr. Marte has held finance and functional roles at large, global and capital-intensive companies in travel and hospitality. He has worked internationally, based in Spain and the United Kingdom, while leading teams across several countries and regions including Asia Pacific, Latin America, North America and Europe. He has operated in a variety of cultures, regulatory and currency regimes, and has implemented processes and systems that accelerate time and improve visibility into business performance across business lines and on a global basis. |

  83. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | 35 | | 2023 Proxy Statement |

  84. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Karen A. McLoughlin | | | | | | Age: 58 | | Committees: | | | | Director Since: September 2015 | | • | Audit Committee | | | ✔ | Independent | • | Finance & Investment Policy Committee (Chair) | | | | | Other Public Company Directorships: | | | | | | • | Agilon Health, Inc. |

  85. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | None |

  86. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  87. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Financial Officer of Cognizant Technology Solutions Corporation, a Fortune 500 company and leading provider of information technology, business process and consulting services (2012-2020); |

  88. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Senior Vice President, Financial Planning and Analysis and Enterprise Transformation of Cognizant (2008-2012); |

  89. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Vice President, Global Financial Planning and Analysis of Cognizant (2003-2008); and |

  90. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Vice President, Finance of Spherion Corp., now SFN Group Inc., which was acquired by Randstadt (1997-2003). |

  91. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Ms. McLoughlin holds degrees from Wellesley College and Columbia University. Key Qualifications & Experience:

  92. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Finance Expertise - As the former Chief Financial Officer of Cognizant Technology Solutions Corp., Ms. McLoughlin brings strong financial acumen to the Best Buy board. Prior to that role, she spent more than twenty years in various finance management roles at Cognizant, Spherion and Ryder System Inc. |

  93. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Services Expertise – In her seventeen years at Cognizant, Ms. McLoughlin developed a deep knowledge of the IT services sector, which is invaluable to Best Buy as we focus on our own internal IT processes and continue to emphasize Services across the organization as part of our Company strategy. |

  94. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Growth / Transformation Expertise - During Ms. McLoughlin’s time at Cognizant, the company experienced tremendous growth, with revenue increasing from $368 million in 2003 to $16.7 billion in 2020. Cognizant ranked No. 194 on the 2020 Fortune 500 list. Ms. McLoughlin brings experience in social impact through Cognizant’s efforts to help youth build the skills to compete and thrive in the global economy. Her prior leadership in Cognizant’s Women Empowered program, which aims to elevate women at all levels, is beneficial in the Company’s diversity and inclusion work. |

  95. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | 2023 Proxy Statement | 36 |

  96. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Claudia F. Munce | | | | | | Age: 63 | | Committees: | | | | Director Since: March 2016 | | • | Audit Committee | | | ✔ | Independent | • | Finance & Investment Policy Committee | | | | | Other Public Company Directorships: | | | | | | • | Arteris, Inc. |

  97. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Venture Advisor at New Enterprise Associates (NEA), one of the world’s largest and most active venture capital firms (2016-present); and |

  98. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Lecturer in Management at Stanford University Graduate School of Business (2021-present) |

  99. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  100. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Director on the Board of Directors of CoreLogic, a financial services company (2017–2021); |

  101. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Managing Director of IBM Venture Capital Group and Vice President of Corporate Strategy at IBM Corp. (2004-2015); |

  102. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Director of Strategy, IBM Venture Capital Group (2000-2004); and |

  103. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Head of Technology Transfer and Licensing, IBM Research (1994-2000). |

  104. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Ms. Munce holds degrees from the Santa Clara University School of Engineering and the Stanford University Graduate School of Business. Key Qualifications & Experience:

  105. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Venture Capital Expertise - As a seasoned venture capital leader, Ms. Munce has developed a deep knowledge of strategic partnerships and M&A activities. She currently is a venture adviser at New Enterprise Associates, one of the world’s largest and most active venture capital firms. She also serves on the organizational boards of the National Venture Capital Association and Global Corporate Venturing Leadership Society. |

  106. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Technology Expertise - Ms. Munce’s many years of focusing on emerging markets and disruptive technology are valuable to Best Buy as it explores growth opportunities. She brings the perspective of someone with a highly technical engineering and computer science background, as well as business acumen and a strategic mindset. She is also a National Association of Corporate Directors (NACD) certified Cybersecurity Oversight director. |

  107. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Growth / Transformation Experience - Ms. Munce was a founding member of the IBM Venture Capital Group, a unit within IBM that drives non-organic growth through partnerships and M&A activities globally, focusing on growth markets and disruptive technology and business models. While at IBM, she worked with more than 300 venture capital firms across thirty countries to advance the company’s strategic goals for developing innovations worldwide. Ms. Munce is an advocate for women’s leadership in the technology industry and works to close the gender gap at the highest levels of business. |

  108. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | 37 | | 2023 Proxy Statement |

  109. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Richelle P. Parham | | | | | | Age: 55 | | Committees: | | | | Director Since: March 2018 | | • | Compensation Committee | | | ✔ | Independent | • | Nominating Committee | | | | | Other Public Company Directorships: | | | | | | • | Laboratory Corporation of America Holdings |

  110. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President of Global e-Commerce and Business Development, Universal Music Group (UMG), the world’s leading music-based entertainment company (2021–present) |

  111. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  112. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Partner & Managing Director of WestRiver Group, a collaboration of leading investment firms that provides integrated capital solutions to the global innovation economy (2019–2021); |

  113. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | General Partner, Camden Partners Holdings, LLC, a private equity firm (2016-2019); |

  114. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Vice President and Chief Marketing Officer, eBay, Inc., a global e-commerce company (2010-2015); |

  115. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Head, Global Marketing Innovation (2010); and Head, Global Marketing Services (2008-2010) of Visa, Inc., a global payments technology company; |

  116. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Senior Vice President, Strategy and Enablement, Rapp Worldwide (2007-2008); |

  117. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Various marketing-related leadership roles, Bronner Slosberg Humphrey, now known as Digitas Inc. (1994-2007); and |

  118. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Former Director at Scripps Network Interactive (2012-2018) and e.l.f. Beauty, Inc. (2018–2022). |

  119. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Ms. Parham holds multiple degrees from Drexel University. Key Qualifications & Experience:

  120. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Marketing Expertise - As Vice President and Chief Marketing Officer of eBay, Inc., Ms. Parham was tasked with transforming the company’s brand reputation. She focused on optimizing the company’s marketing budget to improve return on investment and new revenue streams, and she helped decrease attrition rates by building out the company’s CRM strategy and better understanding the customer’s path to making purchase decisions. She has strong knowledge of how to use data analytics for more effective targeting and pricing. Her experience in non-profit and social impact, including work to encourage girls to pursue STEM, are in line with the Company’s programs to prepare youth from underserved communities for higher education and technology careers. |

  121. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Digital / E-commerce Experience - As President of Global e-Commerce and Business Development at UMG, Ms. Parham oversees the global e-commerce strategy and business development across the company’s iconic labels, publishing company, operating units, and territories. With extensive experience in e-commerce, Ms. Parham takes pride in understanding the fundamental needs of consumers, rethinking what is possible and executing effectively at scale. She leverages her experience in eCommerce, consumer marketing, audience growth, business development and direct-to-consumer to elevate UMG’s artists and drive the UMG vision of a holistic fan-centric ecosystem that complements partner platforms. She has led strategy and built brands via various digital channels. Her insight is highly valuable to the Board as it moves forward with its strategy. |

  122. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Business Operations / Strategy Expertise - Ms. Parham is a seasoned, senior-level executive with more than twenty-five years of experience at best-in-class corporations such as eBay, Visa, Digitas and Citibank. She has a proven track record of leading high-performing teams and using strategic planning and analytical decision-making to successfully drive key business performance. |

  123. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | 2023 Proxy Statement | 38 |

  124. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Steven E. Rendle | | | | | | Age: 63 | | Committees: | | | | Director Since: March 2021 | | • | Audit Committee | | | ✔ | Independent | • | Finance & Investment Policy Committee | | | | | Other Public Company Directorships: | | | | | | None | |

  125. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | None |

  126. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  127. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chairman, President and Chief Executive Officer of VF Corporation (“VF”) (2017–2022); |

  128. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President & Chief Operating Officer, VF (2015–2016); |

  129. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Senior Vice President, Americas, VF (2014–2015); |

  130. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Group President, Outdoor & Action Sports, Americas, of VF (2011–2014); |

  131. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President, Outdoor Americas, of VF (2009–2010); and |

  132. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Brand President, The North Face, a VF brand (2004-2010). |

  133. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Mr. Rendle holds a degree from the University of Washington. Key Qualifications & Experience:

  134. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | CEO Experience: Mr. Rendle served as CEO of VF, one of the world’s largest apparel, footwear and accessories companies with $10 billion in annual revenue, from January 2017 to December 2022. He previously held several leadership positions within VF and the company’s The North Face brand. |

  135. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Growth / Transformation Experience: Prior to his retirement as CEO in December 2022, Mr. Rendle led VF’s global business model transformation and the reshaping of its apparel and footwear brand portfolio to accelerate growth. Under his leadership, VF completed the divestitures and spin-offs of several brands, including the spinoff of Kontoor Brands (a $2 billion jeans business), acquired a number of brands, including Dickies and Supreme, and relocated the company’s global headquarters to Denver, Colorado. Mr. Rendle successfully navigated VF through a rapidly changing global retail environment and drove rapid transformation of VF’s brands towards a consumer-minded, retail-centric and hyper-digital future. |

  136. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Purpose-Led Consumer Brand Strategy and Business Execution: Mr. Rendle led the vision for VF to become a purpose-led, performance-driven organization that prioritizes environmental and social responsibility throughout its global operations. His principled leadership led VF to be named as one of the World’s Most Ethical Companies by Ethisphere for five consecutive years and No. 8 on the Barron’s 100 Most Sustainable Companies list, among other external accolades. Corporate Responsibility Magazine named Mr. Rendle a Responsible CEO of the Year in 2018. This purpose-led approach is deeply integrated into each of VF’s brands and their product and consumer engagement strategies, helping to create value for the company’s shareholders and stakeholders alike. |

  137. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | 39 | | 2023 Proxy Statement |

  138. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Sima D. Sistani | | | | | | Age: 43 | | Committees: | | | | Director Since: March 2023 | | • | Nominating Committee | | | ✔ | Independent | | | | | | | Other Public Company Directorships: | | | | | | • | WW International, Inc. |

  139. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Executive Officer, WW International, Inc. (“WW”), a company focused on helping people adopt healthy habits through human-centric technology and community (2022–present) |

  140. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  141. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Executive Officer of Houseparty and Senior Executive of Social Gameplay and Feature Development, Epic Games (2019–2022); |

  142. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Executive Officer and Co-Founder of Houseparty, Inc., a face-to-face synchronous social network (2016-2019); and |

  143. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Leader of Mobile Growth Operations and Head of Media Tumblr, Yahoo! Inc., a technology company (2011-2015). |

  144. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Ms. Sistani holds multiple degrees from Duke University and Northwestern University. Key Qualifications & Experience:

  145. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | CEO Experience – Ms. Sistani has served as the CEO of WW, a company focused on helping people adopt healthy habits through human-centric technology and community since March 2022. She also previously served as CEO and Co-Founder of Houseparty, Inc., a face-to-face synchronous social network. |

  146. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Digital / E-commerce Experience – Throughout her over twenty-year career, Ms. Sistani has held leadership positions at companies operating at the intersection of media and technology. She was a Co-Founder and CEO of Houseparty, a face-to-face synchronous social network, prior to Epic Game’s acquisition of the company. At Epic Games, Ms. Sistani served on the leadership team overseeing social product vision and feature development for games like Fortnite, one of the world’s most popular games. |

  147. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Marketing/Customer Experience Expertise- Ms. Sistani has product strategy and brand growth experience that she currently brings to her role as CEO of WW. WW’s purpose is to inspire people to adopt healthy habits for real life, by combining technology and community to help members reach and sustain their goals. |

  148. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | 2023 Proxy Statement | 40 |

  149. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Melinda D. Whittington | | | | | | Age: 55 | | Committees: | | | | Director Since: March 2023 | | • | Audit Committee | | | ✔ | Independent | • | Financial & Investment Policy Committee | | | | | Other Public Company Directorships: | | | | | | • | La-Z-Boy Incorporated |

  150. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President and Chief Executive Officer of La-Z-Boy Incorporated, one of the world’s leading residential furniture producers and retailers (2021–present) |

  151. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  152. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Financial Officer, La-Z-Boy Incorporated (2018-2021); |

  153. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Financial Officer, Allscripts Healthcare Solutions, Inc., a healthcare information technology solutions company (2016-2017); |

  154. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Senior Vice President, Corporate Controller and Chief Accounting Officer, Kraft Foods Group, Inc. (now The Kraft Heinz Company), a consumer-packaged food and beverage company (2014-2015); |

  155. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Finance Director, Global Home Products, The Procter & Gamble Company, a multinational consumer goods corporation (2013-2014); |

  156. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Finance Director, North America Home Care and Global Surface Care Brand Franchise, The Procter & Gamble Company (2010-2013); and |

  157. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Finance Director, Corporate Accounting, The Procter & Gamble Company (2005-2010). |

  158. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Ms. Whittington holds a degree from The Ohio State University. Key Qualifications & Experience:

  159. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | CEO Experience – Ms. Whittington has served as CEO of La-Z-Boy Incorporated, one of the world’s leading residential furniture producers and retailers, since April 2021. |

  160. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Finance Expertise – As a former CFO of La-Z-Boy Incorporated and Allscripts Healthcare Solutions, Inc., Ms. Whittington brings over thirty years of financial experience to the Best Buy board. Prior to serving in CFO roles, she spent more than twenty years in financial management roles with increasing responsibility at Kraft Foods Group, Inc. (now The Kraft Heinz Company) and The Proctor & Gamble Company. Ms. Whittington is also a Certified Public Accountant. |

  161. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Business Operations/Strategy Expertise – Ms. Whittington has held several senior-level finance and operational roles at large, global consumer facing companies. She has significant risk management and human capital management experience and has also worked internationally in Costa Rica and Belgium. |

  162. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | 41 | | 2023 Proxy Statement |

  163. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | Eugene A. Woods | | | | | | Age: 58 | | Committees: | | | | Director Since: December 2018 | | • | Compensation Committee | | | ✔ | Independent | • | Finance & Investment Policy Committee | | | | | Other Public Company Directorships: | | | | | | None | |

  164. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Chief Executive Officer of Advocate Health (2022-present) |

  165. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Prior Roles:

  166. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President and Chief Executive Officer of Atrium Health (2016-2022); |

  167. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President and Chief Operating Officer of Christus Health (2014-2015); |

  168. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Executive Vice President and Chief Operating Officer of Christus Health (2011-2014); |

  169. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Senior Vice President, Operations and Chief Executive Officer of St. Joseph Health Care for Catholic Health Initiatives (2005-2011); |

  170. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Senior Vice President and Chief Operating Officer of Washington Hospital Center (2001-2005); |

  171. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | President and Chief Executive Officer of Roy Schneider Hospital (1998-2001); and |

  172. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Vice President, Administration at Southside Regional Medical Center (1993-1998). |

  173. Director Nominees (Ages and Committee roles as of May 2, 2023)

    Education: Mr. Woods holds multiple degrees from Pennsylvania State University. Key Qualifications & Experience:

  174. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Health Care Expertise - Mr. Woods has more than 30 years of health care experience, having overseen non-profit and for-profit hospitals, academic and community-based delivery systems and rural and urban facilities. He is currently CEO of Advocate Health, a health care system with over $28 billion of annual revenue and 67 hospitals in six states. In 2021, Mr. Woods was re-named by Modern Healthcare as one of the 100 Most Influential People in Healthcare, taking spot number 4. In addition, in 2021 he was named among Modern Healthcare’s Top 25 Minority Executives in Healthcare for the sixth consecutive time – and featured on its listing of only five “Luminaries,” honored for their career-defining work in reshaping the industry. |

  175. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | CEO Experience - Mr. Woods is currently CEO of Advocate Health, one of the nation’s most comprehensive and highly integrated and innovative health care systems. He also previously served as President and CEO of Atrium Health, President & COO of Christus Health and was SVP of CHI Divisional Operations/CEO of Saint Joseph Health System. He has also held a variety of other senior leadership roles at health care organizations throughout the country. |

  176. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | • | Growth / Transformation Expertise – As President and CEO, Mr. Woods led Atrium Health’s expansion beyond the Carolinas into other areas of the Southeast, including Georgia. He also led a digitalization initiative by building out Atrium’s strong telehealth program, and he is working on new models for long-term cost of care and changing quality-of-care metrics. Mr. Woods brings to the Company a track record of leadership in uniting a large organization around a vision and mission, fostering a diverse, inclusive and engaging work environment, and a strong commitment to serving the community. |

  177. Director Nominees (Ages and Committee roles as of May 2, 2023)

    | | 2023 Proxy Statement | 42 |

  178. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  179. Executive Summary

    Coming off a year of very strong performance in fiscal 2022 that resulted in a high payout for short-term incentive awards, the below expected fiscal 2023 results led to a payout of 17.55% of target. See the Executive Compensation Elements—Short-Term Incentive section for our description of our fiscal 2023 STI plan, which includes discussion about the inclusion of Environmental, Social and Governance (“ESG”) metrics. The results of the Enterprise Revenue and Total Shareholder Return (“TSR”) portions of the Performance Share Awards that are earned based on a three-year performance period, including fiscal 2023, have not been approved by the Compensation Committee as of the date of this filing. These awards and payouts are explained in further detail within the Executive Compensation Elements section of this proxy statement. As the Company looks ahead to fiscal 2024, the Compensation Committee and management continue to have a multi-year focus on performance against long-term plans to avoid compensation outcomes driven by temporary external factors. This involves remaining committed to the Company’s long-term strategy while balancing the need to attract, motivate and retain executive talent through performance-based compensation. We remain committed to delivering on our long-term commitments even when managing through pressures like we faced in fiscal 2023. Prior “Say on Pay” Votes We are pleased that 93.6% of the votes cast on the advisory “Say on Pay” proposal at the 2022 Regular Meeting of Shareholders were voted in favor of our executive compensation program. We believe the high level of support we received from shareholders for the last several years is driven by our long-standing history and commitment to aligning pay with performance. In the fall of fiscal 2023, following our 2022 Regular Meeting of Shareholders, we reached out to our top forty shareholders, representing approximately 67% of our outstanding shares, offering to discuss any questions or concerns regarding our executive compensation and governance practices, our diversity and inclusion and ESG initiatives and related disclosures. As a result of these outreach efforts, we engaged in direct conversations with several shareholders to answer questions, provided commentary on the compensation decisions made during the year, and received feedback to be considered when making future decisions. During these conversations, shareholders also indicated broad directional support for our

  180. Compensation Philosophy, Objectives and Policies

    | • | Pay-for-performance. We tie pay to performance. The majority of executive pay is not guaranteed but instead tied to performance metrics designed to drive shareholder value. A significant amount of our long-term incentive program is performance-based, and long-term and short-term incentives comprise a majority of our total compensation opportunity. |

  181. Compensation Philosophy, Objectives and Policies

    | • | Mitigate undue risk. We mitigate undue risk by, among other things, utilizing caps on incentive award payments and vesting periods on long-term incentive awards, clawback provisions, restrictive covenants and multiple performance metrics. The Compensation Committee annually reviews our compensation risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on the Company. |

  182. Compensation Philosophy, Objectives and Policies

    | • | Independent Compensation Committee and compensation consultant. The Compensation Committee is comprised solely of independent directors. The Compensation Committee’s independent compensation consultant is retained directly by the Compensation Committee and performs no other consulting or other services for the Company. |

  183. Compensation Philosophy, Objectives and Policies

    | • | Re-pricing of stock options. Stock options may not, without the approval of our shareholders, be (i) amended to reduce their initial exercise price (except for adjustments in the case of a stock split or similar event); (ii) cancelled and replaced by stock options having a lower exercise price; or (iii) cancelled and replaced with cash or other securities. |

  184. Factors in Decision-Making

    Factors in Decision-Making Market Competitive Data. For fiscal 2023, each element of compensation and the level of total direct compensation for our NEOs were considered against market benchmarks and views of individual performance. Our Compensation Committee reviewed publicly available compensation data and private surveys for our peer group of companies, Fortune 100 companies and general and retail industry survey data. We used available information and monitored actions taken by our peer group to evaluate market trends and to assess the long-term incentive program and overall competitiveness of our executive compensation levels. We did not, however, seek to establish any specific element of compensation or total direct compensation that falls within a prescribed range relative to our peer group of companies or the Fortune 100 companies. Compensation Peer Group for Fiscal 2023. We review our peer group annually. The Compensation Committee strives to ensure that our peer group is an accurate reflection of our business model, represents the labor market for executive talent and includes external perspectives. For fiscal 2023, the peer group was approved after consideration of the following criteria:

  185. Factors in Decision-Making

    | • | Labor market consideration: companies that listed us as a peer and that are included in the peer groups of our peers. |

  186. Factors in Decision-Making

    The Compensation Committee considered the Company’s position relative to the peer group on the basis of earnings, revenue and market cap and made no changes to our peer group for fiscal 2023. Our peer group consisted of the following companies for fiscal 2023:

  187. Executive Compensation Elements

    | Compensation Component | Key Characteristics | Link to Shareholder Value | How We Determine Amount | | Base Salary | Cash; reviewed annually and adjusted if appropriate. | Provide competitive, fixed compensation to attract and retain executive talent who drive superior performance. | Consider individual contributions to business outcomes, scope and responsibilities, role changes and/or market data. | | Short-Term Incentive (“STI”) | Cash. Variable compensation component. Performance-based award opportunity. | Incentive targets are tied to the achievement of key measures tied to our long-term strategy. | Metrics are selected based on key components of the Company’s strategic plan. Fiscal 2023 metrics were: • Enterprise Operating Income – 45% • Enterprise Revenue – 40% • Environmental, Social & Governance (ESG) – 15% | | Long-Term Incentive (“LTI”) | Performance share awards, stock options and restricted shares, subject to certain performance-conditions and/or time-based vesting requirements. | Create a strong financial incentive for increasing shareholder value, encourage ownership stake, and promote retention. | Grant award levels are based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations and market data. (Actual payout typically based on performance over the three-year performance period.) | | Health, Retirement and Other Benefits | Eligibility to participate in benefit plans generally available to our full-time salaried employees, including health, retirement, stock purchase, severance, paid time off, life insurance and disability plans. | Plans are part of our broad-based employee benefits programs designed to promote health, well-being and financial security for all employees. | The NEOs are eligible to participate in the same employee benefits offered to all U.S.-based officers. | | Executive Benefits | Annual executive physical exam, supplemental long-term disability insurance, and tax planning/preparation services. Limited personal jet use is permitted for the CEO, and with the CEO’s authorization, other Company employees, including each of our NEOs, in accordance with our Private Jet Use Policy. | Provide competitive benefits to promote the health, well-being and financial security of our executive officers. | All NEOs are eligible to participate in these benefits, except that use of private jet services by NEOs, other than the CEO, is subject to the CEO’s authorization in accordance with our policy. |

  188. Short-Term Incentive

    Short-Term Incentive Our executive compensation programs are designed to ensure that a significant percentage of total compensation is linked to Company performance. The Compensation Committee reviewed the target payout percentages for our NEOs under the fiscal 2023 STI plan as part of its review of the NEOs’ total fiscal 2023 target compensation in March 2022. The Compensation Committee generally applies a tiered approach in determining the potential target payout ranging from 100% to 200% of annual earnings. The specific target payout percentage for each NEO is determined based on external market data (including survey and proxy data from the Fortune 100 and our peer group) for equivalent roles with emphasis placed on job value and internal pay equity among the NEOs. The target payout percentages for each NEO remained the same as in fiscal 2022.

  189. Short-Term Incentive

    | Name | Fiscal 2022 Target Payout Percentage | Fiscal 2023 Target Payout Percentage | | Ms. Barry | 200% | 200% | | Mr. Bilunas | 150% | 150% | | Mr. Hartman | 125% | 125% | | Ms. Scarlett | 150% | 150% | | Mr. Tilzer | 100% | 100% |

  190. Short-Term Incentive

    Fiscal 2023 STI Performance Criteria. Metrics were selected based on key components of the Company’s strategic plan. The following performance metrics determined the payouts for the fiscal 2023 STI plan:

  191. Short-Term Incentive

    | STI Metric | Metric Weighting | Definition | | Compensable Enterprise Operating Income | 45% | Enterprise non-GAAP operating income, adjusted for differences from targeted foreign exchange rates. | | Compensable Enterprise Revenue | 40% | Enterprise revenue, which includes all revenue streams, including stores that recently opened or closed as well as mergers and acquisitions, adjusted for differences from targeted foreign exchange rates. | | Environmental, Social & Governance (ESG) | 15% | Progress towards three of the Company’s ESG goals: Inclusion & Diversity, Social Impact and Sustainability |

  192. Short-Term Incentive

    For fiscal 2023, the Committee elected to once again approve a plan design concentrated on financial performance metrics while maintaining a smaller discretionary portion of the plan. The discretionary portion was reduced to a 15% weighting and focused on the Company’s Environmental, Social and Governance commitments. The Committee believes the best way to create long-term shareholder value is for our Company to be mindful of our impact on all of our stakeholders (Customers, Shareholders, Employees, Vendors, and Communities). The integration of the ESG goals into the STI program was an important step to continue to align leadership behaviors to the desired impacts in and for the communities in which the Company serves. In March 2022, the Compensation Committee approved the performance goals for each of the financial metrics. The minimum, target and maximum goals for each metric were evaluated to ensure they would incentivize the desired level of performance for each priority. The goals are set each year considering anticipated year-over-year industry trends, product cycles and other market factors. At the time the performance goals were set for Enterprise Operating Income and Enterprise Revenue, the Company had completed a successful fiscal 2022 but was still facing a challenging environment due to the level of uncertainty about the year ahead. Entering fiscal 2023 we expected the overall consumer electronics industry to decline from the lapping of strong sales driven by heightened demand during the pandemic and the benefit of government stimulus payments, as well as the anticipated shift of consumer spending back into service areas such as travel and entertainment and away from durable goods. As such, we set our fiscal 2023 target performance goals for Enterprise Operating Income and Enterprise Revenue below fiscal 2022 results, which was consistent with the guidance provided to shareholders at the start of fiscal 2023. For additional perspective, the threshold goals established for fiscal 2023 exceeded the maximum goals established for fiscal 2022, indicating that the Committee aimed to hold the NEOs accountable for delivering on financial results while acknowledging that our best forecasting for fiscal 2023 indicated a weaker overall level of performance compared to fiscal 2022 actual results.

  193. Short-Term Incentive

    | | 2023 Proxy Statement | 58 |

  194. Short-Term Incentive

    The ESG metrics replaced the Shared Success framework as one component of the plan and focused on three specific areas: Inclusion & Diversity, Social Impact and Sustainability. The Committee charged management with updating the Committee on actions taken and results throughout fiscal 2023 relative to progress towards the goals in each of the stated areas. At the end of fiscal 2023, management presented its summary of actions taken throughout the year and a recommendation for the ESG Score. The Board was proud of the Company’s ability to continue to make progress towards these goals. In discussing the ESG Score, the Committee focused on the following areas: Inclusion & Diversity Our goal is to foster an inclusive company culture that embraces our differences and fosters an environment where employees can bring their whole selves to work. It is our commitment to do better, and we have set the stage to make significant strides by establishing bold hiring and retention goals to be achieved by 2025. Social Impact Best Buy Foundation Teen Tech Centers are safe, after-school learning environments located in disinvested communities, equipped with cutting-edge technology where teens can develop critical skills through hands-on activities that explore their interests in tech-reliant careers such as coding, filmmaking, music production, graphic design and more. Each location works to bridge the digital divide by giving youth access to tech education, mentors to build confidence, and a foundation of skills for school and career success. Our goal is to support 100 Teen Tech Center locations by 2025. In fiscal 2023, we opened eight Teen Tech Centers, bringing us to 52 locations. We believe that the progress in fiscal 2023 positioned us well to achieve our goal. Sustainability Sustainability continues to be at the forefront of our operational decisions, and we are embracing the impact we can have on our communities as a consumer electronics retailer with a supply chain that spans the globe. We aim to meaningfully reduce our negative impact on the environment and help our customers do the same. The following chart shows actual fiscal 2023 performance compared to the minimum, target and maximum goals for Enterprise Operating Income and Enterprise Revenue. For each metric, minimum performance against the goal results in no payout, target performance results in a 1.00 payout, and maximum performance results in a 2.00 payout. In fiscal 2023 the Company did not meet the minimum performance threshold for Enterprise Operating Income and Enterprise Revenue. After review of the company’s ESG progress the Committee approved an above-target score on that metric.

  195. Short-Term Incentive

    | Metric ($ in millions) | Minimum | Target | Maximum | Actual Result | Metric Score | | Compensable Enterprise Operating Income(1) | $2,563 | $2,831 | $2,983 | $2,033 | 0.0 | | Compensable Enterprise Revenue(2) | $49,274 | $51,374 | $52,382 | $46,403 | 0.0 | | ESG(3) | N/A | N/A | N/A | | 1.17 | | | | Fiscal 2023 Blended Score: | | | 0.1755 |

  196. Short-Term Incentive

    | (1) Compensable Enterprise Operating Income was determined based on the non-GAAP operating income from continuing operations of $2,028 million in our Annual Report on Form 10-K for fiscal 2023, adjusted for differences from targeted foreign exchange rates. |

  197. Short-Term Incentive

    | (2) Compensable Enterprise Revenue was determined based on revenue from continuing operations of $46,298 million in our Annual Report on Form 10-K for fiscal 2023, adjusted for differences from targeted foreign exchange rates. |

  198. Short-Term Incentive

    | (3) The ESG score was determined based on the Committee’s review of the Company’s progress towards its ESG goals discussed above the table. |

  199. Short-Term Incentive

    | 59 | | 2023 Proxy Statement |

  200. Short-Term Incentive

    The following chart shows fiscal 2023 STI opportunities and payments as a dollar value and percent of annual base salary:

  201. Short-Term Incentive

    | Name | Fiscal 2023 Annual Base Salary(1) | Target Payout Percentage | Target Payout Value, Based on Annual Earnings | Fiscal 2023 STI Score | Fiscal 2023 STI Payment | | Ms. Barry | $1,300,000 | 200% | $2,600,000 | 0.1755 | $456,300 | | Mr. Bilunas | 854,167 | 150% | 1,281,250 | 0.1755 | 224,859 | | Mr. Hartman | 779,167 | 125% | 973,958 | 0.1755 | 170,929 | | Ms. Scarlett | 895,833 | 150% | 1,343,749 | 0.1755 | 235,828 | | Mr. Tilzer | 820,833 | 100% | 820,833 | 0.1755 | 144,056 |

  202. Short-Term Incentive

    | (1) Annual base salary is based on the NEO’s annual base salary rate on the 15th fiscal day of each month for twelve months of the fiscal year. This number may differ slightly from actual earnings listed in the Summary Compensation Table. |

  203. Long-Term Incentive

    Long-Term Incentive Awards of equity-based LTI compensation to our executive officers enhance the alignment of interests of our NEOs and shareholders. All LTI awards for our NEOs and directors must be approved by the Compensation Committee. In March 2022, the Compensation Committee approved LTI awards to our NEOs pursuant to our fiscal 2023 LTI program under our 2020 Omnibus Incentive Plan. Form of Fiscal 2023 LTI Award. The fiscal 2023 LTI program primarily featured a mix of performance share awards and time-based restricted shares. This results in a balanced portfolio of compensation rewards for NEOs with performance share awards based on relative total shareholder return (to reward relative performance) and time-based restricted shares (to promote retention). In fiscal 2023, all NEOs received 50% of their annual LTI award in performance shares and 50% in time-based restricted shares. The NEOs receive an LTI grant once per year at a regularly scheduled Compensation Committee meeting that typically occurs in the first quarter of our fiscal year. In addition, our NEOs can receive supplemental equity awards when warranted to bring their annual compensation in line with market pay or to reflect an increase in responsibilities. In fiscal 2023, the closing price of our common stock on the grant date and an accounting valuation for each type of award was used to convert the award dollar value to a number of units. Restricted stock and performance share awards include dividend equivalents, which begin to accrue for each declared dividend following the grant but are not converted into dividends until the restricted shares underlying the grants are earned, vested or payable. Time-Based Restricted Share Awards. The time-based restricted shares vest in equal instalments of one-third on the three successive anniversaries of the grant date, provided the NEOs have been continually employed with us through those dates. Time-based restricted shares awarded to our NEOs no longer include an Adjusted Net Earnings performance condition, which had historically been included as a means to ensure tax deductibility under Internal Revenue Code Section 162(m). Performance Share Awards. The performance share awards are earned based on total shareholder return (“TSR”) relative to the S&P 500 Index over a three-year performance period. TSR was selected as the metric based on its direct link to shareholder value creation. The S&P 500 is used as a proxy for the broad variety of other investment opportunities available to investors. The relative TSR performance goals are as follows:

  204. Long-Term Incentive

    | | Relative TSR Percentile Ranking | No. of Shares Earned (as% of Target) | | Less than Threshold | Less than 30th Percentile | —% | | Threshold | 30th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 70th Percentile and above | 150% |

  205. Long-Term Incentive

    The number of performance shares earned are interpolated on a linear basis for performance between Threshold and Target and between Target and Maximum.

  206. Long-Term Incentive

    | | 2023 Proxy Statement | 60 |

  207. Long-Term Incentive

    Determination of Fiscal 2023 LTI Target Award Values. In March 2022, the Compensation Committee approved the executive team’s fiscal 2023 compensation, which included increased target award values for Ms. Barry, Mr. Bilunas, Ms. Scarlett and Mr. Tilzer to reflect market adjustments. LTI award amounts are determined based upon analysis of external market data with overall compensation mix and external market data for equivalent roles being key factors in the determination of the award made to each NEO. The fiscal 2023 LTI awards for each NEO are set forth below:

  208. Long-Term Incentive

    | Name | No. of Time- Based Restricted Shares | Target No. of Shares under Performance Share Award | Annual Grant: Target Grant Date Value(1) | | Ms. Barry | 54,007 | 48,831 | $11,000,000 | | Mr. Bilunas | 12,275 | 11,098 | $2,500,000 | | Mr. Hartman | 7,365 | 6,659 | $1,500,000 | | Ms. Scarlett | 9,083 | 8,213 | $1,850,000 | | Mr. Tilzer | 7,365 | 6,659 | $1,500,000 |

  209. Long-Term Incentive

    | (1) The amounts reflect the annual LTI target grant date dollar values approved by the Compensation Committee. This dollar value is converted into a number of restricted shares or performance share awards using an estimate or approximation of the price of a share of our common stock as of the grant date (unless otherwise noted in this table), and a Monte Carlo simulation for shares under performance share awards that have a market condition for vesting. These values differ from those portrayed in the Summary Compensation Table and Grants of Plan-Based Awards Table because there the grant date fair value of each award is measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“ASC Topic 718”), and here, the shares are based on an estimate of the grant date fair value determined under ASC Topic 718 as close to the grant date as possible. |

  210. Long-Term Incentive

    Performance Share Payouts. For performance share awards that were paid out in fiscal 2023, the Compensation Committee had adopted a performance share plan with a design based on two metrics and a 36-month performance period of February 3, 2019, to January 29, 2022. The first performance metric was based on the Company’s TSR relative to the S&P 500 Index during the performance period as determined by the appreciation of the average closing price of a given company’s stock measured during the first fiscal quarter of the performance period and during the first fiscal quarter following the completion of the performance period (the “FY20 TSR Awards”). The second performance metric was based on the compound annual growth rate of enterprise revenue during the performance period (the “FY20 Revenue Awards”). All performance share awards were eligible for payout (0 to 150%) after the conclusion of the performance period if the respective performance criteria were met. Because the Company’s TSR during the performance period was at the 51st percentile of all companies in the S&P 500, the Compensation Committee approved a payout for the FY20 TSR Awards of 103% in fiscal 2023. Additionally, because the Company’s enterprise revenue compound growth rate over the performance period exceeded the maximum performance threshold of 2.5%, the Compensation Committee approved a payout for the FY20 Revenue Awards at the maximum of 150% in fiscal 2023. All performance share award payouts to our NEOs during fiscal 2023 are reflected in the Compensation of Executive Officers — Option Exercises and Stock Vested section.

  211. Long-Term Incentive

    | 61 | | 2023 Proxy Statement |

  212. Other Compensation

    We provide the executive benefits noted above to compete for executive talent and to promote the health, well-being and financial security of our NEOs. A description of executive benefits, and the costs associated with providing them for the NEOs, are reflected in the “All Other Compensation” column of the Summary Compensation Table as found in the Compensation of Executive Officers section of this proxy statement. Private Jet Use Policy. We lease an interest in aircraft enrolled in a fractional share program managed by a third-party provider. Use of this aircraft is governed by our Private Jet Use Policy. Under the policy, only the CEO is allowed to request private jet services for business or personal travel; however, the CEO may authorize the use of private jet services by any Company employee, including each of our NEOs. When the leased private jet is used for personal travel, the policy requires that all charges associated with the trip invoiced by the third-party provider must be paid by the executive within a reasonable time of the travel, not to exceed ninety days. Severance Plan. We have a severance plan that complies with the applicable provisions of the Employee Retirement Income Security Act (“ERISA”). The purpose of the severance plan is to provide financial assistance to employees while they seek other employment, in exchange for a release of any claims. Although there are differences in benefits depending on the employee’s job level, the basic elements of the plan are comparable for all eligible employees. The plan generally covers all full-time and part-time U.S. employees of Best Buy Co., Inc. and Best Buy Stores, L.P. and their respective direct and indirect U.S.-domiciled subsidiaries, including the NEOs, except for those subject to a separate severance agreement or specifically excluded. The plan covers involuntary terminations due to job elimination, reduction in force, business restructuring and other circumstances as we determine. Eligible terminated employees receive a severance payment based on their role and time with the Company, with basic employee benefits such as medical, dental and life insurance continued for an equivalent period. Except as modified or replaced by individual employment agreements, Ms. Scarlett and Messrs. Bilunas, Hartman and Tilzer are eligible for the following severance benefits under the plan: one month of Company-paid COBRA continuation coverage and group life insurance premiums and a lump sum cash payment equal to two years of salary, a payment of $25,000 in lieu of outplacement and other tax and financial planning assistance, a payment of 150% of the cost of 23 months of medical, dental and vision coverage (based on coverage elections in place at the time of termination) and a payment of 150% of the cost of 17 months of life insurance coverage. See Compensation of Executive Officers - Potential Payments Upon Termination or Change-of-Control for more information regarding potential payments following an involuntary termination and for the severance provisions of Ms. Barry’s employment agreement, which supersedes the provisions of the severance plan.

  213. Other Compensation

    | • | 100% of non-vested shares (net of taxes) subject to time-based conditions granted under our LTI program. |

  214. Other Compensation

    Clawback and Restrictive Covenant Provisions. All STI and LTI awards granted to our NEOs are subject to our Clawback Policy. The triggers for potential recoupment of such awards include breach of the restrictive covenants in our long-term incentive award agreements, breach of our Code of Business Ethics, and issuance of a financial restatement as a result of fraud or misconduct. We also include confidentiality, non-compete, non-solicitation, intellectual property and, in select situations, non-disparagement provisions in our long-term incentive award agreements. The SEC recently adopted final rulemaking with respect to issuer recoupment policies that will require further rulemaking by the NYSE. We intend to reevaluate our Clawback Policy when NYSE rulemaking regarding recoupment policies becomes final. Prohibition on Hedging and Pledging Company Securities. We prohibit all employees, including NEOs, and members of the Board from hedging Company securities, including by way of forward contracts, equity swaps, collars, exchange funds or otherwise. In addition, our executive officers and Board members are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

  215. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation earned by each of our NEOs during fiscal 2023 and the two preceding fiscal years (if applicable).

  216. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2)(3) | Option Awards(2) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Corie Barry Chief Executive Officer | 2023 | $1,300,000 | $10,999,420 | $— | $456,300 | $81,957 | $12,837,677 | | | 2022 | 1,278,462 | 9,598,480 | — | 4,681,026 | 73,189 | 15,631,157 | | | 2021 | 927,692 | 6,959,274 | 1,740,435 | 2,320,000 | 86,102 | 12,033,503 | | Matt Bilunas Executive Vice President, Chief Financial Officer | 2023 | 855,000 | 2,499,943 | | 224,859 | 43,399 | 3,623,201 | | | 2022 | 796,154 | 2,999,784 | — | 2,188,503 | 31,135 | 6,015,576 | | | 2021 | 711,539 | 1,599,881 | 400,107 | 1,162,500 | 18,418 | 3,892,445 | | Todd Hartman Executive Vice President, General Counsel, Chief Risk Officer & Secretary | 2023 | 779,615 | 1,499,988 | — | 170,929 | 53,002 | 2,503,534 | | | 2022 | 742,308 | 1,499,797 | | 1,699,623 | 36,631 | 3,978,359 | | | 2021 | 638,462 | 999,997 | 250,077 | 875,000 | 59,445 | 2,822,981 | | Kamy Scarlett Executive Vice President, Human Resources & Best Buy Canada | 2023 | 896,154 | 1,849,961 | | 235,828 | 54,796 | 3,036,739 | | | 2022 | 863,462 | 1,599,766 | — | 2,371,833 | 52,175 | 4,887,236 | | | 2021 | 738,462 | 2,000,045 | 250,077 | 1,200,000 | 54,973 | 4,243,557 | | Brian Tilzer Executive Vice President, Chief Digital, Analytics and Technology Officer | 2023 | 821,154 | 1,499,988 | — | 144,056 | 70,090 | 2,535,288 |

  217. Summary Compensation Table

    | (1) These amounts reflect actual earnings which are a blend of prior annual base salary rates and the go-forward base salary rates approved by the Compensation Committee during its annual review in March of each year, as well as any off-cycle increases or reductions approved by the Compensation Committee during the year. Further, these amounts are before any deferrals under the Deferred Compensation Plan. We do not provide guaranteed, above-market or preferential earnings on compensation deferred under the Deferred Compensation Plan. The investment options available for notional investment of deferred compensation are similar to those available under the Retirement Savings Plan and can be found, along with additional information about deferred amounts, in the Nonqualified Deferred Compensation section. |

  218. Summary Compensation Table

    | (2) These amounts reflect the aggregate grant date fair value for stock-based awards granted to our NEOs for all fiscal years reflected; however, fiscal 2023 amounts are explained in greater detail under the heading Grants of Plan-Based Awards and in footnote (3) below. The grant date fair value reflected for any award subject to performance conditions is the value at the grant date of the probable outcome of the award. The grant date fair value of an award is measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“ASC Topic 718”). As permitted by ASC Topic 718, we account for any forfeitures as they occur rather than estimating future service-based forfeitures, and, accordingly, the grant date fair values reported do not assume any estimated forfeitures. The other assumptions used in calculating these amounts are set forth in Note 1, Summary of Significant Accounting Policies, and Note 9, Shareholders’ Equity, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023. |

  219. Summary Compensation Table

    | 65 | | 2023 Proxy Statement |

  220. Summary Compensation Table

    | (3) The fiscal 2023 amounts reflected in this column include the probable grant date fair value of: (a) one or more restricted share awards that vest on a time-based schedule (described in greater detail in the Grants of Plan-Based Awards section) and (b) one or more performance share awards that will be earned depending on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, over a three-year period (also described in greater detail in the Grants of Plan-Based Awards section). The maximum value of the performance share awards for each NEO as of the grant date, assuming the highest level of performance, is noted in the following table: |

  221. Summary Compensation Table

    | Name | Target Performance Grant (in Shares) | Probable Grant Date Fair Value of Performance Grant (as reflected in Stock Awards Column) | Maximum Performance Grant (in Shares) | Maximum Grant Date Fair Value of Performance Grant | | Ms. Barry | 48,831 | $5,499,347 | 73,247 | $8,249,021 | | Mr. Bilunas | 11,098 | 1,249,857 | 16,647 | 1,874,785 | | Mr. Hartman | 6,659 | 749,937 | 9,989 | 1,124,905 | | Ms. Scarlett | 8,213 | 924,948 | 12,230 | 1,387,422 | | Mr. Tilzer | 6,659 | 749,937 | 9,989 | 1,124,905 |

  222. Summary Compensation Table

    | (4) These amounts reflect STI payments made for all fiscal years shown. The fiscal 2023 STI plan is described in the section Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive. |

  223. Summary Compensation Table

    | (5) The fiscal 2023 amounts reflected in this column include All Other Compensation as described in the following table: |

  224. Summary Compensation Table

    | Name | Retirement Plan Contribution(a) | Life Insurance Premiums(b) | Other | Total | | Ms. Barry | $8,500 | $641 | $72,816(c) | $81,957 | | Mr. Bilunas | 12,350 | 641 | 30,408(d) | 43,399 | | Mr. Hartman | 12,294 | 641 | 40,067(e) | 53,002 | | Ms. Scarlett | 12,257 | 641 | 41,898(f) | 54,796 | | Mr. Tilzer | 12,523 | 641 | 56,926(g) | 70,090 |

  225. Summary Compensation Table

    | (a) These amounts reflect our matching contributions to the NEOs’ Retirement Savings Plan accounts. |

  226. Summary Compensation Table

    | (b) These amounts reflect premiums paid by us for group term life insurance coverage. |

  227. Summary Compensation Table

    | (c) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($41,564), Company-paid tax preparation and planning services, and the incremental cost of Ms. Barry’s use of the Company’s leased private jet for travel to outside board meetings ($30,147). The Company considers travel to outside board meetings to be business-related as part of Ms. Barry’s professional development, as determined by our Board, and therefore, Ms. Barry is not required to reimburse the Company for those flights. Nevertheless, the Company has reported the aggregate incremental cost to the Company of those flights above, based on the actual invoiced amount from the Company’s third-party provider for the variable costs incurred on each trip, such as occupied hourly fees, as well as other direct operating costs to the Company, including fuel costs, any applicable ferry fees, crew fees and travel expenses for international flights, and passenger ground transportation handling fees. The aggregate incremental cost does not include certain fixed costs that do not change based on usage, such as monthly lease and management fees that are billed regardless of usage and the aircraft lease deposit. In addition, as our jet use policy permits, family members and invited guests of Ms. Barry occasionally ride along as additional passengers on business flights, and Ms. Barry reimbursed the Company for the cost of such ride-alongs at the greater of the incremental cost, if any, to accommodate the personal passengers on the flight and the imputed income amount determined using the IRS Standard Industry Fare Level (“SIFL”) rate. No such ride-along flights occurred in fiscal 2023. |

  228. Summary Compensation Table

    | (d) The amount reflects premiums paid by us for supplemental executive long-term disability insurance. |

  229. Summary Compensation Table

    | (e) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($29,859), Company-paid costs associated with the executive physical benefit and Company-paid tax preparation and planning services. |

  230. Summary Compensation Table

    | (f) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($37,025), and Company-paid costs associated with the executive physical benefit. |

  231. Summary Compensation Table

    | (g) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($26,121), Company-paid costs associated with the executive physical benefit and Company-paid tax preparation and planning services. |

  232. Summary Compensation Table

    | | 2023 Proxy Statement | 66 |

  233. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below summarizes the grants made to each of our NEOs during fiscal 2023 under the Best Buy Co., Inc. 2020 Omnibus Incentive Plan and the Short-Term Incentive Plan:

  234. Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ms. Barry | — | — | $— | $2,600,000 | $5,200,000 | — | — | — | — | $— | | | 3/20/2022(3) | 3/9/2022 | — | — | — | 24,416 | 48,831 | 73,247 | — | 5,499,347 | | | 3/20/2022(4) | 3/9/2022 | — | — | — | — | — | — | 54,007 | 5,500,073 | | Mr. Bilunas | — | — | — | 1,281,251 | 2,562,501 | — | — | — | — | — | | | 3/20/2022(3) | 3/9/2022 | — | — | — | 5,549 | 11,098 | 16,647 | — | 1,249,857 | | | 3/20/2022(4) | 3/9/2022 | — | — | — | — | — | — | 12,275 | 1,250,086 | | Mr. Hartman | — | — | — | 973,959 | 1,947,918 | — | — | — | — | — | | | 3/20/2022(3) | 3/9/2022 | — | — | — | 3,330 | 6,659 | 9,989 | — | 749,937 | | | 3/20/2022(4) | 3/9/2022 | — | — | — | — | — | — | 7,365 | 750,051 | | Ms. Scarlett | — | — | — | 1,343,750 | 2,687,499 | — | — | — | — | — | | | 3/20/2022(3) | 3/9/2022 | — | — | — | 4,107 | 8,213 | 12,320 | — | 924,948 | | | 3/20/2022(4) | 3/9/2022 | — | — | — | — | — | — | 9,083 | 925,013 | | Mr. Tilzer | — | — | — | 820,833 | 1,641,666 | — | — | — | — | — | | | 3/20/2022(3) | 3/9/2022 | — | — | — | 3,330 | 6,659 | 9,989 | — | 749,937 | | | 3/20/2022(4) | 3/9/2022 | — | — | — | — | — | — | 7,365 | 750,051 |

  235. Grants of Plan-Based Awards

    | (1) These amounts reflect the potential target and maximum payout for each NEO under our fiscal 2023 STI, which is described in greater detail under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive. A threshold payout is not indicated as there was no specified minimum payment under our fiscal 2023 STI. The actual payout to each NEO for fiscal 2023 is provided in the following sections: Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive and the Summary Compensation Table. |

  236. Grants of Plan-Based Awards

    | (2) These amounts reflect the aggregate grant date fair value, measured in accordance with ASC Topic 718. As permitted by ASC Topic 718, we account for any forfeitures as they occur rather than estimating future service-based forfeitures, and, accordingly, the grant date fair values reported do not assume any estimated forfeitures. The other assumptions used in calculating these amounts are set forth in Note 1, Summary of Significant Accounting Policies, and Note 9, Shareholders’ Equity, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023. The value reflected for any performance-conditioned award is the value at the grant date based upon the probable outcome of the award – see footnote (3) to the Summary Compensation Table. |

  237. Grants of Plan-Based Awards

    | (3) The amounts reflect performance share awards, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive, that, if earned, will vest at or between the threshold (50% of target) and maximum (150% of target) levels depending on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, over the 36-month performance period commencing on January 30, 2022, and ending on February 1, 2025. Pursuant to the award agreement, total shareholder return, with respect to any one company, is the price appreciation of the average closing price of one share of common stock as measured during the first fiscal quarter of the performance period and during the first fiscal quarter following completion of the performance period. The NEO is also entitled to an accrual of dividend equivalents, equal to the cash amount that would have been payable on the number of performance shares held by them as of the close of business on the record date for each declared divided, which shall be credited to them as the equivalent amount of shares that could have been purchased as of the close of business on the dividend payment date. The accrued dividend equivalents will be payable when the performance shares on which such dividend equivalents were credited have become earned, vested and payable. |

  238. Grants of Plan-Based Awards

    | (4) The amount reflects time-based restricted shares, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive, which will vest in three equal installments of one-third on each of the first three anniversaries of the grant date, provided the NEO has been continually employed with us through those dates. The NEO is also entitled to an accrual of dividend equivalents, equal to the cash amount that would have been payable on the number of restricted shares held by them as of the close of business on the record date for each declared divided, which shall be credited to them as the equivalent amount of shares that could have been purchased as of the close of business on the dividend payment date. The accrued dividend equivalents will be payable when the restricted shares on which such dividend equivalents were credited have become earned, vested and payable. |

  239. Grants of Plan-Based Awards

    | 67 | | 2023 Proxy Statement |

  240. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides a summary of the NEO’s equity-based awards outstanding as of the end of fiscal 2023:

  241. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Ms. Barry | 3/20/2022 | | | | | $56,574(3) | $4,818,973 | 51,151(4) | $4,357,042 | | | 3/20/2021 | | | | | 28,925(5) | 2,463,832 | 19,388(6) | 1,651,427 | | | 3/20/2020 | 58,335 | 29,168(7) | 51.65 | 3/19/2030 | 18,399(5) | 1,567,227 | 44,672(8) | 3,805,161 | | | 3/20/2020 | | | | | | | 46,011(9) | 3,919,217 | | | 6/11/2019 | 62,829 | | 65.52 | 6/10/2029 | | | | | | | 3/20/2019 | 31,343 | | 69.11 | 3/19/2029 | | | | | | | 10/1/2015 | 33,253 | | 37.16 | 9/30/2025 | | | | | | | 3/12/2015 | 12,293 | | 40.85 | 3/11/2025 | | | | | | | 8/18/2014 | 14,730 | | 29.91 | 8/17/2024 | | | | | | | 6/19/2013 | 3,246 | | 27.66 | 6/18/2023 | | | | | | | 4/16/2013 | 3,243 | | 23.66 | 4/15/2023 | | | | | | Mr. Bilunas | 3/20/2022 | | | | | 12,860(3) | 1,095,415 | 11,627(4) | 990,388 | | | 3/20/2021 | | | | | 6,028(3) | 513,465 | 4,041(6) | 344,212 | | | 3/20/2021 | | | | | 6,028(5) | 513,465 | | | | | 3/20/2020 | 13,410 | 6,706(7) | 51.65 | 3/19/2030 | 4,226(5) | 359,971 | 10,274(8) | 875,139 | | | 3/20/2020 | | | | | | | 10,582(9) | 901,375 | | | 3/20/2019 | | 49,050(10) | 69.11 | 3/19/2029 | | | | | | Mr. Hartman | 3/20/2022 | | | | | 7,717(3) | 657,334 | 6,977(4) | 594,301 | | | 3/20/2021 | | | | | 4,521(5) | 358,099 | 3,031(6) | 258,181 | | | 3/20/2020 | 8,382 | 4,191(7) | 51.65 | 3/19/2030 | 2,639(5) | 224,790 | 6,422(8) | 547,026 | | | 3/20/2020 | | | | | | | 6,618(9) | 563,721 | | Ms. Scarlett(11) | 3/20/2022 | | | | | 9,517(3) | 810,658 | 8,606(4) | 733,059 | | | 3/20/2021 | | | | | 4,823(5) | 410,823 | 3,233(6) | 275,344 | | | 3/20/2020 | | 4,191(5) | 51.65 | 3/19/2030 | 2,639(5) | 224,790 | 6,422(8) | 547,026 | | | 3/20/2020 | | | | | | | 6,618(9) | 563,721 | | | 3/26/2019 | | 96,166(11) | 70.50 | 3/25/2029 | | | | | | | 3/20/2019 | 13,060 | | 69.11 | 3/19/2029 | | | | | | | 1/24/2019 | 57,109 | | 57.60 | 1/23/2029 | | | | | | Mr. Tilzer | 3/20/2022 | | | | | 7,717(3) | 657,334 | 6,977(4) | 594,301 | | | 3/20/2021 | | | | | 6,028(3) | 513,465 | 2,526(6) | 215,165 | | | 3/20/2021 | | | | | 3,767(5) | 320,873 | | | | | 3/20/2020 | 6,705 | 3,353(7) | 51.65 | 3/19/2030 | 2,112(5) | 179,900 | 5,140(8) | 437,825 | | | 3/20/2020 | | | | | | | 5,295(9) | 451,028 |

  242. Outstanding Equity Awards at Fiscal Year-End

    | (1) For a better understanding of the equity-based awards included in this table, we have provided the grant date of each award. |

  243. Outstanding Equity Awards at Fiscal Year-End

    | (2) These amounts were determined based on the closing price of Best Buy common stock on the NYSE of $85.18 on January 27, 2023, the last trading day in fiscal 2023. |

  244. Outstanding Equity Awards at Fiscal Year-End

    | | 2023 Proxy Statement | 68 |

  245. Outstanding Equity Awards at Fiscal Year-End

    | (3) The amount reflects time-based restricted shares or restricted stock units, including restricted shares or restricted stock units remaining from the original grant and any restricted shares or restricted stock units accrued as dividend equivalents, if applicable (as indicated in the table below), that vest over a three-year period at the rate of one-third per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates. |

  246. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Unvested Restricted Shares or Restricted Stock Units | Accrued Dividend Equivalent Shares or Units | | Ms. Barry | 3/20/2022 | 54,007 | 2,567 | | Mr. Bilunas | 3/20/2022 | 12,275 | 585 | | | 3/20/2021 | 5,641 | 387 | | Mr. Hartman | 3/20/2022 | 7,365 | 352 | | Ms. Scarlett | 3/20/2022 | 9,083 | 434 | | Mr. Tilzer | 3/20/2022 | 7,365 | 352 | | | 3/20/2021 | 5,641 | 387 |

  247. Outstanding Equity Awards at Fiscal Year-End

    | (4) The amount reflects an outstanding fiscal 2023 performance share award assuming a target payout (100% of the target grant) plus accrued dividend equivalents (as indicated in the table below) as of fiscal year-end. The number of shares ultimately earned will be based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, over the 36-month performance period commencing on January 30, 2022, and ending on February 1, 2025, as determined by the price appreciation of the average closing price of one share of common stock measured during the first fiscal quarter of the performance period and during the first fiscal quarter following completion of the performance period. As of the end of fiscal 2023, performance was between the threshold and target payout level for these shares. Under the terms of the awards, dividend equivalent shares accrue assuming a target payout and are adjusted and issued at the end of the performance period based on actual performance but are shown in the table assuming a target payout. |

  248. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Outstanding Performance Share Awards – Assuming Target Payout | Accrued Dividend Equivalent Shares – Assuming Target Payout | | Ms. Barry | 3/20/2022 | 48,831 | 2,320 | | Mr. Bilunas | 3/20/2022 | 11,098 | 529 | | Mr. Hartman | 3/20/2022 | 6,659 | 318 | | Ms. Scarlett | 3/20/2022 | 8,213 | 393 | | Mr. Tilzer | 3/20/2022 | 6,659 | 318 |

  249. Outstanding Equity Awards at Fiscal Year-End

    | (5) The amount reflects performance-conditioned time-based restricted shares or restricted stock units, including restricted shares or restricted stock units remaining from the original grant and any restricted shares or restricted stock units accrued as dividend equivalents, if applicable (as indicated in the table below), that vest over a three-year period at the rate of one-third per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates and provided that we have achieved positive Adjusted Net Earnings as of the end of any fiscal year during the three-year term of the award (the “Performance Condition”). For these awards, the Performance Condition was achieved as of the end of the fiscal year noted in the table below. |

  250. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Fiscal Year in Which The Performance Condition Was Achieved | Unvested Restricted Shares or Restricted Stock Units | Accrued Dividend Equivalent Shares or Units | | Ms. Barry | 3/20/2021 | 2022 | 27,076 | 1,849 | | | 3/20/2020 | 2021 | 16,844 | 1,555 | | Mr. Bilunas | 3/20/2021 | 2022 | 5,641 | 387 | | | 3/20/2020 | 2021 | 3,872 | 354 | | Mr. Hartman | 3/20/2021 | 2022 | 4,231 | 290 | | | 3/20/2020 | 2021 | 2,420 | 219 | | Ms. Scarlett | 3/20/2021 | 2022 | 4,513 | 310 | | | 3/20/2020 | 2021 | 2,420 | 219 | | Mr. Tilzer | 3/20/2021 | 2022 | 3,526 | 241 | | | 3/20/2020 | 2021 | 1,936 | 176 |

  251. Outstanding Equity Awards at Fiscal Year-End

    | 69 | | 2023 Proxy Statement |

  252. Outstanding Equity Awards at Fiscal Year-End

    | (6) The amount reflects an outstanding fiscal 2022 performance share award assuming a threshold payout (50% of the target grant) plus accrued dividend equivalents (as indicated in the table below) as of fiscal year-end. The number of shares ultimately earned will be based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, over the 36-month performance period commencing on January 31, 2021, and ending on February 3, 2024, as determined by the price appreciation of the average closing price of one share of common stock measured during the first fiscal quarter of the performance period and during the first fiscal quarter following completion of the performance period. As of the end of fiscal 2023, performance was below the threshold payout level for these shares. Under the terms of the awards, dividend equivalent shares accrue assuming a target payout and are adjusted and issued at the end of the performance period based on actual performance but are shown in the table assuming a threshold payout. |

  253. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Outstanding Performance Share Awards – Assuming Threshold Payout | Accrued Dividend Equivalent Shares – Assuming Threshold Payout | | Ms. Barry | 3/20/2021 | 18,147 | 1,241 | | Mr. Bilunas | 3/20/2021 | 3,781 | 260 | | Mr. Hartman | 3/20/2021 | 2,836 | 196 | | Ms. Scarlett | 3/20/2021 | 3,025 | 208 | | Mr. Tilzer | 3/20/2021 | 2,363 | 163 |

  254. Outstanding Equity Awards at Fiscal Year-End

    | (7) The amount reflects nonqualified stock options that become exercisable over a three-year period at the rate of one-third per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates. |

  255. Outstanding Equity Awards at Fiscal Year-End

    | (8) The amount reflects one portion of an outstanding fiscal 2021 performance share award assuming a target payout (100% of the target grant) plus accrued dividend equivalents (as indicated in the table below) as of fiscal year-end. The number of shares ultimately earned for this portion of the fiscal 2021 award will be based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, over the 36-month period commencing on February 2, 2020, and ending on January 28, 2023, as determined by the price appreciation of the average closing price of one share of common stock measured during the first fiscal quarter of the performance period and during the first fiscal quarter following completion of the performance period. As of the end of fiscal 2023, performance was between the threshold and target payout level for these shares. Under the terms of the awards, dividend equivalent shares accrue assuming a target payout and are adjusted and issued at the end of the performance period based on actual performance but are shown in the table assuming a target payout. |

  256. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Outstanding Performance Share Awards – Assuming Target Payout | Accrued Dividend Equivalent Shares – Assuming Target Payout | | Ms. Barry | 3/20/2020 | 40,884 | 3,788 | | Mr. Bilunas | 3/20/2020 | 9,399 | 875 | | Mr. Hartman | 3/20/2020 | 5,875 | 547 | | Ms. Scarlett | 3/20/2020 | 5,875 | 547 | | Mr. Tilzer | 3/20/2020 | 4,700 | 440 |

  257. Outstanding Equity Awards at Fiscal Year-End

    | (9) The amount reflects one portion of an outstanding fiscal 2021 performance share award assuming a target payout (100% of the target grant) plus accrued dividend equivalents (as indicated in the table below) as of fiscal year-end. The number of shares ultimately earned for this portion of the fiscal 2021 award will be based on the compound annual growth rate of our enterprise revenue, over the 36-month period commencing on February 2, 2020, and ending on January 28, 2023. As of the end of fiscal 2023, performance was between the threshold and target payout level for these shares. Under the terms of the awards, dividend equivalent shares accrue assuming a target payout and are adjusted and issued at the end of the performance period based on actual performance but are shown in the table assuming a target payout. |

  258. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Outstanding Performance Share Awards – Assuming Target Payout | Accrued Dividend Equivalent Shares – Assuming Target Payout | | Ms. Barry | 3/20/2020 | 42,111 | 3,900 | | Mr. Bilunas | 3/20/2020 | 9,681 | 901 | | Mr. Hartman | 3/20/2020 | 6,051 | 567 | | Ms. Scarlett | 3/20/2020 | 6,051 | 567 | | Mr. Tilzer | 3/20/2020 | 4,841 | 454 |

  259. Outstanding Equity Awards at Fiscal Year-End

    | (10) The amount represents nonqualified stock options that will become exercisable on the fourth anniversary of the grant date, provided the NEO has been continually employed with us through that date. |

  260. Outstanding Equity Awards at Fiscal Year-End

    | (11) Ms. Scarlett will meet the age and service conditions for qualified retirement, as defined in our award agreements, in June 2023. The effect of qualified retirement on all of our outstanding equity awards is discussed in the Potential Payments Upon Termination of Change-of-Control section. |

  261. Outstanding Equity Awards at Fiscal Year-End

    | | 2023 Proxy Statement | 70 |

  262. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below provides a summary of the value realized in connection with stock option awards exercised and stock awards vested for our NEOs during fiscal 2023.

  263. Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | | Ms. Barry | — | $— | 132,274(3) | $11,520,114 | | Mr. Bilunas | — | — | 75,842(4) | 7,053,006 | | Mr. Hartman | — | — | 12,826(5) | 1,203,022 | | Ms. Scarlett | 5,427(6) | 112,290 | 39,152(7) | 3,699,647 | | Mr. Tilzer | — | — | 15,963(8) | 1,470,945 |

  264. Option Exercises and Stock Vested

    | (1) Value based on market value of Best Buy common stock at the time of exercise, minus the exercise cost. |

  265. Option Exercises and Stock Vested

    | (2) Value based on the closing market price of Best Buy common stock on the vesting date. |

  266. Option Exercises and Stock Vested

    | (3) The amount represents: |

  267. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 4,682 shares that were granted on March 20, 2019, which vested on March 21, 2022; 9,102 shares that were granted on June 11, 2019, which vested on June 13, 2022; 17,571 shares that were granted on March 20, 2020, which vested on March 21, 2022; and 13,807 shares that were granted on March 20, 2021, which vested on March 21, 2022; |

  268. Option Exercises and Stock Vested

    | (b) the shares (11,431 and 23,978) acquired upon the vesting and settlement of performance share awards that were granted on March 20, 2019, and June 11, 2019, respectively, and were based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts; and |

  269. Option Exercises and Stock Vested

    | (c) the shares (17,756 and 33,947) acquired upon the vesting and settlement of performance share awards that were granted on March 20, 2019, and June 11, 2019, respectively, and were based on the compound annual growth rate of our enterprise revenue, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  270. Option Exercises and Stock Vested

    | (4) The amount represents: |

  271. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 2,570 shares that were granted on March 20, 2019, which vested on March 21, 2022; 1,847 shares that were granted on August 20, 2019, which vested on August 22, 2022; 4,045 shares that were granted on March 20, 2020, which vested on March 21, 2022; and 5,758 shares that were granted on March 20, 2021, which vested on March 21, 2022. |

  272. Option Exercises and Stock Vested

    | (b) the shares (1,887 and 2,879) acquired upon the vesting and settlement of performance share awards that were granted on March 20, 2019, and August 20, 2019, respectively, and were based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts; and |

  273. Option Exercises and Stock Vested

    | (c) the shares (2,937 and 4,133) acquired upon the vesting and settlement of performance share awards that were granted on March 20, 2019, and August 20, 2019, respectively, and were based on the compound annual growth rate of our enterprise revenue, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  274. Option Exercises and Stock Vested

    | (5) The amount represents: |

  275. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 1,975 shares that were granted on March 20, 2019, which vested on March 21, 2022; 2,447 shares that were granted on April 20, 2019, which vested on April 20, 2022; 2,530 shares that were granted on March 20, 2020, which vested on March 21, 2022; and 2,159 shares that were granted on March 20, 2021, which vested on March 21, 2022; |

  276. Option Exercises and Stock Vested

    | (b) the shares (1,457) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2019, and was based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts; and |

  277. Option Exercises and Stock Vested

    | (c) the shares (2,258) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2019, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  278. Option Exercises and Stock Vested

    | (6) On September 19, 2022, Ms. Scarlett exercised 5,427 stock options having a strike price of $51.65 when the market price of a share of Best Buy common stock was $72.34. |

  279. Option Exercises and Stock Vested

    | (7) The amount represents: |

  280. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 1,948 shares that were granted on March 20, 2019, which vested on March 21, 2022; 22,728 shares that were granted on March 20, 2020, which vested on March 21, 2022; and 2,302 shares that were granted on March 20, 2021, which vested on March 21, 2022; |

  281. Option Exercises and Stock Vested

    | 71 | | 2023 Proxy Statement |

  282. Option Exercises and Stock Vested

    | (b) the shares (4,768) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2019, and was based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts; and |

  283. Option Exercises and Stock Vested

    | (c) the shares (7,406) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2019, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  284. Option Exercises and Stock Vested

    | (8) The amount represents: |

  285. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 1,948 shares that were granted on March 20, 2019, which vested on March 21, 2022; 2,024 shares that were granted on March 20, 2020, which vested on March 21, 2022; and 4,680 shares that were granted on March 20, 2021, which vested on March 21, 2022; |

  286. Option Exercises and Stock Vested

    | (b) the shares (2,862) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2019, and was based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts; and |

  287. Option Exercises and Stock Vested

    | (c) the shares (4,449) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2019, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the heading Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  288. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the account balances at January 28, 2023, and the contributions and earnings during fiscal 2023, for participating NEOs under the Best Buy Sixth Amended and Restated Deferred Compensation Plan (“Deferred Compensation Plan”), which is described in greater detail below the table.

  289. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings (Losses) in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | Ms. Barry | $— | $— | $— | $— | $— | | Mr. Bilunas | — | — | — | — | — | | Mr. Hartman | — | — | — | — | — | | Ms. Scarlett | — | — | — | — | — | | Mr. Tilzer | 440,428 | — | (14,543) | — | 847,495(1) |

  290. Nonqualified Deferred Compensation

    | (1) $75,677 of this amount has been reported in the Summary Compensation Table as fiscal 2023 “Salary”. The remainder of Mr. Tilzer’s fiscal 2023 contributions were deferred from his fiscal 2022 STI payment, which was paid during fiscal 2023 but has not been reported in the Summary Compensation Table as Mr. Tilzer was not an NEO in our fiscal 2022 proxy statement. No portion of Mr. Tilzer’s prior year contributions have been reported in the Summary Compensation Table. |

  291. Nonqualified Deferred Compensation

    Deferred Compensation Plan. The Company’s Deferred Compensation Plan is unfunded and unsecured. We believe the plan provides a tax-deferred retirement savings vehicle that plays an important role in attracting and retaining executive talent. The Deferred Compensation Plan allows highly compensated employees, including the NEOs, to defer:

  292. Nonqualified Deferred Compensation

    | • | Up to 75% of base salary; and |

  293. Nonqualified Deferred Compensation

    | • | Up to 100% of a cash bonus (earned and paid in the same year) and short-term incentive compensation (earned and paid in different years), as applicable. |

  294. Nonqualified Deferred Compensation

    Amounts deferred under and contributed to the Deferred Compensation Plan are credited or charged with the performance of investment options selected by the participants. The investment options are notional and do not represent actual investments, but rather serve as a measurement of performance.

  295. Nonqualified Deferred Compensation

    | | 2023 Proxy Statement | 72 |

  296. Nonqualified Deferred Compensation

    The options available under the Deferred Compensation Plan and their annual rates of return as of December 31, 2022, were as follows:

  297. Nonqualified Deferred Compensation

    | Investment | Rate of Return | | Fidelity VIP Balanced Service | -18.02% | | Vanguard VIF International | -30.12% | | PIMCO VIT Total Return Admin | -14.31% | | Vanguard VIF Small Company Growth | -25.35% | | PIMCO VIT High Yield Admin | -10.29% | | Vanguard VIF Equity Income | -0.66% | | Vanguard VIF Equity Index | -18.23% | | NVIT Government Money Market | 1.33% | | Franklin VIP Small Cap Value Securities | -10.06% | | T. Rowe Price Blue Chip Growth | -38.50% |

  298. Nonqualified Deferred Compensation

    Participants who elect to defer compensation under the Deferred Compensation Plan also select when the deferred amounts will be distributed to them. Distributions may be made in a specific year, or at a specified time that begins on or after the participant’s retirement. Distributions are paid in a lump sum or in quarterly installments, depending on the participant’s election at the time of deferral. However, if a participant’s employment ends prior to retirement, a distribution is made promptly in a lump sum or in quarterly installments, depending on their initial election and account balance. We do not provide employer-matching contributions for amounts deferred under the plan. Participants are fully vested in their contributions.

  299. Potential Payments Upon Termination or Change-of-Control

    Potential Payments Upon Termination or Change-of-Control Upon termination of employment or in the event the Company experiences a change-of-control, our NEOs may be eligible to receive certain payments and their outstanding equity awards may be impacted. Following is a summary of the effects of various termination and change-of-control scenarios for each form of compensation, including a quantitative disclosure of the estimated payments and realizable value for each scenario assuming an effective date of January 28, 2023, the end of fiscal 2023, for each NEO. Cash compensation. Pursuant to the terms of the Company’s severance plan as of the end of fiscal 2023, and subject to entering into a separation agreement with us, our executive officers are generally eligible for: severance pay equal to two years of base salary; a payment equal to 150% of the cost of 23 months of medical, dental and vision benefits; a payment equal to 17 months of basic life insurance coverage; and payment of $25,000 in lieu of providing outplacement services and other tax and financial assistance upon involuntary termination due to job elimination, reduction in force, business restructuring or other circumstances as we determine at our discretion. For more detail regarding our severance plan, see the Compensation Discussion and Analysis — Executive Compensation Elements — Other Compensation — Severance Plan section. Ms. Barry’s employment agreement entitles her to participate in the Company’s severance plan, as detailed above, but also provides that she is eligible for the same severance pay if she were to be involuntarily terminated without Cause or were to voluntarily terminate her employment for Good Reason. Additionally, upon involuntary termination without Cause or voluntary termination for Good Reason on or within 12 months following a change-of-control, Ms. Barry is eligible for enhanced severance equal to (a) two times the sum of base salary plus target bonus and (b) a pro rata annual bonus payment, dependent on actual performance under the Company’s short-term incentive plan for the fiscal year in which the termination occurs.

  300. Potential Payments Upon Termination or Change-of-Control

    | 73 | | 2023 Proxy Statement |

  301. Potential Payments Upon Termination or Change-of-Control

    The following table provides, for the specified NEOs, as of the end of fiscal 2022, the potential severance amount they are eligible for under the scenarios discussed above.

  302. Potential Payments Upon Termination or Change-of-Control

    | Name | Voluntary Termination for Good Reason | Involuntary Termination without Cause | Involuntary Termination — under Severance Plan(1) | Termination following Change-of-Control | | Ms. Barry | $2,691,359 | $2,691,359 | $2,691,359 | $8,347,659 | | Mr. Bilunas | — | — | 1,821,185 | — | | Mr. Hartman | — | — | 1,668,948 | — | | Ms. Scarlett | — | — | 1,941,621 | — | | Mr. Tilzer | — | — | 1,751,810 | — |

  303. Potential Payments Upon Termination or Change-of-Control

    | (1) Pursuant to our Severance Plan, our NEOs are eligible for cash severance, as detailed above the table, if they are involuntarily terminated as a result of job elimination, reduction in force or business restructuring (or other circumstances at our discretion). |

  304. Potential Payments Upon Termination or Change-of-Control

    Under our STI plan, which is discussed in more detail in the Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive section, our NEOs must remain employed with us through the end of the performance period in order to receive any payouts under the plan. If an NEO is terminated with Cause, they are not eligible for any STI plan payments. In fiscal 2023, all of the NEOs were employed with us through the end of fiscal 2023, which was the end of the fiscal 2023 STI plan. Each of their fiscal 2023 payments are discussed in the Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive and Summary Compensation Table sections. Nonqualified stock options. Our award agreements dictate what happens to unvested stock options and how long vested stock options are exercisable following different types of termination events. The following chart illustrates these various treatments under each possible scenario for stock options granted to our NEOs under our long-term incentive award programs.

  305. Potential Payments Upon Termination or Change-of-Control

    | Event | Effect on Vested Stock Options(1) | Effect on Unvested Stock Options | | Voluntary termination | Stock options granted under our LTI program are exercisable for a 60-day period following the termination date. | All stock options are forfeited. | | Involuntary termination for Cause | Not exercisable. | All stock options are forfeited. | | Involuntary termination without Cause | Stock options granted under our LTI program are exercisable for a 60-day period following the termination date. | All stock options are forfeited. | | Termination(2) within 12 months of a change-of-control | Stock options granted under our LTI program are exercisable for a 60-day period following the termination date. | All stock options vest 100%. | | Death or disability | Generally exercisable for a one-year period. | All stock options vest 100%. | | Qualified retirement(3) | Generally exercisable for a one- to three-year period depending on the terms and conditions of the respective award agreement. | Continue to vest according to their normal vesting terms. |

  306. Potential Payments Upon Termination or Change-of-Control

    | (1) Stock options may not be exercised after their expiration dates under any circumstance. |

  307. Potential Payments Upon Termination or Change-of-Control

    | (2) For awards granted prior to fiscal 2015, this means involuntary termination without Cause or voluntary termination for Good Reason. Good Reason is usually deemed to exist if the Company makes a material adverse change to the NEO’s title, responsibilities or salary or requires the NEO to work more than 50 miles from the corporate office location in Richfield, MN (except for temporary business-related travel). For awards granted in fiscal 2015 and thereafter, this means only involuntary termination without Cause. |

  308. Potential Payments Upon Termination or Change-of-Control

    | (3) Qualified Retirement is defined in our employment and award agreements as: retirement by an employee, including our NEOs, on or after their 60th birthday, so long as they have been employed with the Company continuously for at least the five-year period immediately preceding their retirement date. |

  309. Potential Payments Upon Termination or Change-of-Control

    | | 2023 Proxy Statement | 74 |

  310. Potential Payments Upon Termination or Change-of-Control

    The table below provides, for the specified NEOs, as of the end of fiscal 2023, the value of their unvested, in-the-money stock options (as detailed in the Outstanding Equity Awards at Fiscal Year End section), under the situations discussed above. All values below were calculated using the closing price of our common stock as quoted on the NYSE on January 27, 2023, the last business day in fiscal 2023.

  311. Potential Payments Upon Termination or Change-of-Control

    | Name | Death or Disability | Termination following Change-of-Control(1) | | Ms. Barry | $978,003 | $978,003 | | Mr. Bilunas | 1,013,086 | 1,013,086 | | Mr. Hartman | 140,524 | 140,524 | | Ms. Scarlett | 1,552,241 | 1,552,241 | | Mr. Tilzer | 112,426 | 112,426 |

  312. Potential Payments Upon Termination or Change-of-Control

    | (1) Specifically, termination on or within 12 months of a change-of-control. For awards granted prior to fiscal 2015, this means involuntary termination without Cause or voluntary termination for Good Reason. For awards granted in fiscal 2015 and thereafter, this means only involuntary termination without Cause. |

  313. Potential Payments Upon Termination or Change-of-Control

    Restricted share awards. Pursuant to our award agreements, all unvested restricted share and restricted stock unit awards (including both time-based awards and time-based awards subject to performance conditions) held by our NEOs fully vest in the event of death or termination due to disability. Additionally, upon qualified retirement any unvested restricted shares and restricted stock units would continue to vest according to their normal vesting schedule, subject to achievement of performance conditions (where applicable). Under all other termination scenarios, unvested restricted shares and restricted stock units are forfeited and there are no change-of-control provisions which impact them. The table below provides, for the specified NEOs, as of the end of fiscal 2023, the value of their unvested restricted share and restricted stock unit awards (as detailed in the Outstanding Equity Awards at Fiscal Year End section) in the event of their death or disability. All values below were calculated using the closing price of our common stock as quoted on the NYSE on January 27, 2023, the last business day in fiscal 2023.

  314. Potential Payments Upon Termination or Change-of-Control

    | Name | Death or Disability | | Ms. Barry | $8,850,032 | | Mr. Bilunas | 2,428,316 | | Mr. Hartman | 1,267,223 | | Ms. Scarlett | 1,446,272 | | Mr. Tilzer | 1,671,572 |

  315. Potential Payments Upon Termination or Change-of-Control

    Performance share awards. The following chart illustrates the treatment of outstanding performance share awards under various scenarios pursuant to our award agreements.

  316. Potential Payments Upon Termination or Change-of-Control

    | Event | Effect on Unearned Shares | | -Death or disability | -Deemed earned on a pro rata basis (number of days employed through termination / total number of days in performance period) based on the level of performance achieved as of the termination date (as determined as of the last completed fiscal quarter or fiscal year, depending on the performance metric) | | -Involuntary termination without Cause -Qualified retirement | -Deemed earned on a pro rata basis (number of days employed through termination / total number of days in performance period) based on the level of performance achieved as of the end of the performance period | | -Change-of-control | -Deemed earned based on the level of performance achieved or at target, whichever is greater, as of the date of the change-of-control (as determined as of the last completed fiscal quarter or fiscal year, depending on the performance metric). Issuance of earned shares is subject to the NEO’s continued employment through the end of the performance period | | -Termination following a change-of-control due to: death or disability, involuntary termination without Cause or qualified retirement | -A pro rata portion (determined by number of days employed through termination / total number of days in performance period) of those shares deemed earned as of the date of the change-of-control are issued to the NEO |

  317. Potential Payments Upon Termination or Change-of-Control

    | 75 | | 2023 Proxy Statement |

  318. Potential Payments Upon Termination or Change-of-Control

    The table below provides, for the specified NEOs, as of the end of fiscal 2023, the value of their outstanding performance share awards (as detailed in the Outstanding Equity Awards at Fiscal Year End section), under the situations discussed above, with the exception of qualified retirement, which does not currently apply to any of our NEOs. All values below were calculated using the closing price of our common stock as quoted on the NYSE on January 27, 2023, the last business day in fiscal 2023, and assume the same vesting percentage (50%, 100% or 150%) as reflected in the Outstanding Equity Awards at Fiscal Year End section.

  319. Potential Payments Upon Termination or Change-of-Control

    | Name | Death or Disability | Involuntary Termination without Cause | Change-of-Control(1) | | Ms. Barry | $10,258,252 | $10,258,252 | $15,384,275 | | Mr. Bilunas | 2,331,845 | 2,331,845 | 3,455,327 | | Mr. Hartman | 1,478,168 | 1,478,168 | 2,221,409 | | Ms. Scarlett | 1,535,406 | 1,535,406 | 2,394,495 | | Mr. Tilzer | 1,227,793 | 1,227,793 | 1,913,484 |

  320. Potential Payments Upon Termination or Change-of-Control

    | (1) Reflects value realizable upon a change-of-control event, but assumes that the NEO will stay with the Company through the end of the performance period of each outstanding performance share award. |

  321. Potential Payments Upon Termination or Change-of-Control

    Restrictive Covenants. As further described in the Compensation Discussion and Analysis – Executive Compensation Elements – Other Compensation – Clawback and Restrictive Covenant Provisions section, our executive officer separation agreements and LTI award agreements generally include confidentiality, non-compete, non-solicitation and intellectual property provisions as generally described below: Confidentiality. Award recipients agree to maintain the confidentiality of Best Buy’s “confidential information” and to use such information for the exclusive benefit of Best Buy. This obligation has the appropriate application to the post-termination period. Non-Compete. Award recipients agree not to engage in “competitive activity” for a period of one year following the later of termination of employment for any reason or the last scheduled award vesting date. Non-Solicitation. Award recipients agree not to solicit Company employees for employment or induce parties with which we do business to cease such business for a period of one year following the later of termination of employment for any reason, or the last scheduled award vesting date. Intellectual Property Assignment and Disclosure. Award recipients assign intellectual property rights in inventions and developments that relate to their employment duties or to the Company’s business, products or services, except as provided by applicable law. Award recipients have disclosure obligations regarding all such inventions and developments to the Company. Upon violation of a restrictive covenant, unexercised options and unvested shares related to the respective award agreement under which they were issued may be cancelled and forfeited, and likewise, the Company may require that the related issued shares (or their fair market value, as measured on the option exercise date or share vesting date) must be returned to the Company. Additionally, the Company may seek injunctive or other appropriate equitable relief.

  322. Potential Payments Upon Termination or Change-of-Control

    | | 2023 Proxy Statement | 76 |

  323. Director Compensation

    Director Compensation Overview Each year, the Compensation Committee reviews the total compensation paid to non-management directors. The purpose of the review is to ensure that the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform the Board’s duties and to fairly compensate directors for their service. As part of their analysis, the Compensation Committee considers the total value of the compensation as compared with director compensation at our peer group of companies, which is described in Compensation Discussion and Analysis — Factors in Decision-Making. In March 2022, the Compensation Committee and Board reviewed and approved the fiscal 2023 compensation for non-management directors, including the value and terms of the equity compensation component, as described in more detail below. Cash Compensation The fiscal 2023 cash compensation for our non-management directors consisted of the following annual retainers:

  324. Director Compensation

    | | Annual Amount | | Annual retainer | $100,000 | | Non-executive chair retainer | 65,000(1) | | Annual committee chair retainer - Audit | 25,000 | | Annual committee chair retainer - Compensation & Human Resources | 20,000 | | Annual committee chair retainer - Nominating, Corporate Governance and Public Policy | 20,000 | | Annual committee chair retainer - Finance and Investment Policy | 20,000 |

  325. Director Compensation

    | (1) The Compensation Committee and Board approved an additional $200,000 in compensation for the non-executive chair, approximately one-third of which is in the form of a cash stipend (as reflected here) and two-thirds of which is in the form of equity (as discussed below). |

  326. Director Compensation

    All annual retainers are paid in arrears in quarterly installments, and annual retainers for non-management directors who serve on the Board or as chair of the Board or a standing committee for only a portion of a fiscal year are prorated. Equity Compensation On June 8, 2022, the Compensation Committee approved an annual equity award for each of the then-serving non-management directors in the form of restricted stock units. The awards each had a value of $195,000, which translated into 2,603 restricted stock units. The Compensation Committee also approved an additional equity award for the non-executive chair having a value of $135,000, which translated into 1,802 restricted stock units. The restricted stock units are entitled to dividend equivalents, which are subject to the same restrictions and vesting criteria as the underlying units. All restricted stock units granted to our directors fully vest one year from the grant date and must be held until the director leaves the Board. Director equity awards are prorated through a director’s termination date if a director leaves the Board before the restricted stock units have vested, unless the director is terminated for Cause, in which case all unvested restricted stock units are forfeited.

  327. Director Compensation

    | 77 | | 2023 Proxy Statement |

  328. Director Compensation

    Director Compensation Table The following table summarizes the compensation earned during fiscal 2023 by our non-management directors:

  329. Director Compensation

    | Name(1) | Fees Earned or Paid In Cash | Stock Awards(2) | Total | | Lisa M. Caputo(3) | $120,000 | $195,043 | $315,043 | | J. Patrick Doyle(4) | 165,000 | 330,067 | 495,067 | | David W. Kenny(5) | 120,000 | 195,043 | 315,043 | | Mario J. Marte | 100,000 | 195,043 | 295,043 | | Karen L. McLoughlin(6) | 120,000 | 195,043 | 315,043 | | Thomas L. Millner(7)* | 125,000 | 195,043 | 320,043 | | Claudia F. Munce | 100,000 | 195,043 | 295,043 | | Richelle P. Parham | 100,000 | 195,043 | 295,043 | | Steven E. Rendle | 100,000 | 195,043 | 295,043 | | Eugene A. Woods | 100,000 | 195,043 | 295,043 |

  330. Director Compensation

    | * Indicates a director who is not standing for re-election at the Meeting. |

  331. Director Compensation

    | (1) Ms. Barry, our only management director during fiscal 2023, did not receive any compensation for serving as director. Additionally, Ms. Sistani and Ms. Whittington were appointed to the Board on March 28, 2023, therefore were not directors during fiscal 2023. |

  332. Director Compensation

    | (2) The amounts in this column reflect the aggregate grant date fair value for restricted stock units granted to our non-management directors during fiscal 2023, measured in accordance with ASC Topic 718, including annual awards and the prorated new director awards that are described above the table. As of January 28, 2023, our non-management directors held outstanding stock units including both unvested restricted stock units and restricted stock units that have vested, but that are subject to a holding requirement until the director leaves the board (“deferred units”) as follows: Ms. Caputo — 2,703 unvested units and 38,771 deferred units; Mr. Doyle — 4,573 unvested units and 32,605 deferred units; Mr. Kenny — 2,703 unvested units and 34,748 deferred units; Mr. Marte – 2,703 unvested units and 2,858 deferred units; Ms. McLoughlin — 2,703 unvested units and 24,611 deferred units; Mr. Millner — 2,703 unvested units and 33,235 deferred units; Ms. Munce — 2,703 unvested units and 22,388 deferred units; Ms. Parham — 2,703 unvested units and 11,077 deferred units; Mr. Rendle — 2,703 unvested units and 2,349 deferred units; and Mr. Woods — 2,703 unvested units and 10,007 deferred units. |

  333. Director Compensation

    | (3) Ms. Caputo is chair of the Nominating Committee. |

  334. Director Compensation

    | (4) Mr. Doyle serves as our non-executive chair. |

  335. Director Compensation

    | (5) Mr. Kenny is chair of the Compensation Committee. |

  336. Director Compensation

    | (6) Ms. McLoughlin is chair of the Finance and Investment Policy Committee. |

  337. Director Compensation

    | (7) Mr. Millner is chair of the Audit Committee. |

  338. Director Compensation

    Director Stock Ownership Guidelines The Compensation Committee has established stock ownership guidelines requiring our non-management directors to own, indirectly or directly, 10,000 shares. Historically, we have expected that, until the ownership target is met, directors would retain 50% of their granted equity (net of taxes). In further support of director stock ownership, we began in fiscal 2014 granting director equity subject to a holding requirement for the duration of a director’s service on the Board. In fiscal 2023, all of our non-management directors were in compliance with the ownership guidelines. Our stock ownership guidelines for executive officers are discussed in the Compensation Discussion and Analysis — Executive Compensation Elements — Other Compensation section. Deferred Compensation Plan Each calendar year, we offer our directors the opportunity to defer up to 100% of their annual and committee chair retainers under the Deferred Compensation Plan which is described in the section Compensation of Executive Officers — Nonqualified Deferred Compensation. No Company contributions or matching contributions are made for the benefit of directors under the Deferred Compensation Plan. Other Benefits We reimburse all directors for travel and other necessary business expenses incurred in performance of their services for us. In addition, all directors are covered under a directors’ and officers’ indemnity insurance policy.

  339. Director Compensation

    | | 2023 Proxy Statement | 78 |

  340. CEO Pay Ratio

    CEO Pay Ratio Pursuant to SEC rules, we are providing the following information about the ratio of the annual total compensation of our median employee to the annual total compensation of Ms. Barry, our CEO. Due to the flexibility afforded by the rules of the SEC in calculating the pay ratio amount, the ratio we calculated may not be comparable to the CEO pay ratio presented by other companies. In fiscal 2023, our last completed fiscal year, Ms. Barry’s annual total compensation was $12,837,677 as reflected in the Compensation of Executive Officers — Summary Compensation Table section of this proxy statement. Our median employee’s annual total compensation for fiscal 2023 was $32,197. As a result, we estimate that Ms. Barry’s annual total compensation was approximately 399 times that of our median employee. In determining the median employee:

  341. CEO Pay Ratio

    | • | We prepared a list of all Best Buy employees as of January 28, 2023. As of January 28, 2023, we had approximately 95,175 employees, including 84,720 U.S. employees, and 10,455 non-U.S. employees. In identifying our median employee, we included our approximately 10,195 Canadian employees, but, in accordance with SEC rules, we excluded our employees in: China (151 employees), United Kingdom (105 employees), France (1 employee), Greece (1 employee), Ireland (1 employee) and Spain (1 employee), representing approximately 0.2% in the aggregate of our worldwide workforce. After excluding employees in these countries, as of January 28, 2023, we had approximately 94,915 employees. |

  342. CEO Pay Ratio

    | • | As permitted under SEC rules, we used compensation that would equate to W-2 wages for the prior twelve months as our consistently applied compensation measure, which we believe provides a reasonable estimate of annual compensation for our employees. We annualized W-2 wages for employees, other than occasional/seasonal employees, who were not employed for the full twelve months. The median amount |

  343. CEO Pay Ratio

    was then identified from the annualized list.

  344. CEO Pay Ratio

    | 79 | | 2023 Proxy Statement |

  345. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), the Company is providing the following information regarding the relationship between the executive “Compensation Actually Paid” as defined in Item 402(v)) (“CAP”) by the Company and the financial performance of the Company over the applicable time period of the disclosure, calculated in a manner consistent with Item 402(v). For a more comprehensive description of our executive compensation program and the factors used by the Compensation Committee to determine pay for our NEOs, see the “Compensation Discussion and Analysis” section of this Proxy Statement. Accordingly, the table below provides information about CAP for the Company’s Principal Executive Officer (“PEO”) and the average CAP for our non-PEO NEOs alongside certain Company financial metrics during fiscal year 2023 and the two preceding fiscal years.

  346. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total to PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)(6) | Company- Selected Measure: Compensable Enterprise Operating Income (in millions)(7) | | | | | | | Company Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $12,837,677 | $3,250,029 | $2,924,691 | $790,759 | $110.85 | $125.62 | $1,419 | $2,033 | | 2022 | 15,631,157 | 8,689,258 | 5,262,751 | 3,645,543 | 121.58 | 153.61 | 2,454 | 3,102 | | 2021 | 12,033,503 | 32,672,565 | 4,581,159 | 10,201,286 | 132.06 | 141.39 | 1,798 | 2,391 |

  347. Pay Versus Performance

    | (1) The PEO reflected in columns (b) and (c) was Ms. Barry for each of the fiscal years shown. For fiscal year 2023, see the Summary Compensation Table in this Proxy Statement. |

  348. Pay Versus Performance

    | (2) To calculate CAP, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation for each of the fiscal years shown for Ms. Barry as well as for our non-PEO NEOs in accordance with the requirements of Item 402(v)(2)(iii): |

  349. Pay Versus Performance

    | Adjustments(x) | 2023 | | 2022 | | 2021 | | | | PEO | Avg. Non-PEO NEOs | PEO | Avg. Non-PEO NEOs | PEO | Avg. Non- PEO NEOs | | Summary Compensation Table Total | $12,837,677 | $2,924,691 | $15,631,157 | $5,262,751 | $12,033,503 | $4,581,159 | | Deduct amounts reported in the Stock Awards and Option Awards column of Summary Compensation Table(y) | (10,999,420) | (1,837,470) | (9,598,480) | (2,787,460) | (8,699,709) | (2,555,021) | | Add fair value(z) of current year equity awards at end of current fiscal year | 9,253,765 | 1,546,188 | 6,943,906 | 2,280,027 | 22,797,423 | 6,034,324 | | Add change in fair value(z) of prior years' equity awards that remained unvested at end of current fiscal year | (1,833,314) | (789,513) | (3,361,369) | (1,087,475) | 6,158,260 | 2,248,106 | | Add change in fair value(z) of prior years' equity awards that vested during current fiscal year | (6,008,679) | (1,053,137) | (925,956) | (22,300) | 383,088 | 138,106 | | Deduct fair value(z) of prior year’s equity awards that failed to meet the applicable vesting conditions during the current fiscal year | — | — | — | — | — | (245,388) | | CAP Total | $3,250,029 | $790,759 | $8,689,258 | $3,645,543 | $32,672,565 | $10,201,286 |

  350. Pay Versus Performance

    | (x) All applicable adjustments are listed herein. Regarding those items referenced in Item 402(v) that are not reflected: (1) no equity awards were granted during the fiscal years shown that vested within the same fiscal year; (2) dividend equivalent share accruals and vestings are not broken out separately as they are included in the fair value of the equity award to which they apply; (3) no equity awards were modified during the fiscal years shown; and (4) the company does not offer pension plans to U.S.-based employees. |

  351. Pay Versus Performance

    | (y) Reflects the grant date fair value of equity-based awards as discussed in the Summary Compensation Table and the Grants of Plan-Based Awards section for each fiscal year shown. |

  352. Pay Versus Performance

    | (z) Reflects the measurement date fair value of equity-based awards, measured in accordance with ASC Topic 718 and in accordance with the SEC’s methodology for determining CAP for each fiscal year shown. The valuation methods and underlying assumptions are consistent with those disclosed in our financial statements as of the grant date for each award, including awards subject to performance conditions which are valued at the probable outcome of the award at each measurement date, and are further described in Note 1, Summary of Significant Accounting Policies, and Note 9 – Shareholders’ Equity to our financial statements for the fiscal year ended January 28, 2023 included in the Company’s Annual Report on Form 10-K. |

  353. Pay Versus Performance

    | | 2023 Proxy Statement | 80 |

  354. Pay Versus Performance

    | (3) The non-PEO NEOs reflected in columns (d) and (e) represent the following individuals for each of the fiscal years shown: 2023 – Mr. Bilunas, Mr. Hartman, Ms. Scarlett, Mr. Tilzer; 2022 – Mr. Bilunas, Mr. Bonfig, Mr. Harmon, Ms. Scarlett; and 2021 – Mr. Bilunas, Mr. Hartman, Mr. Mohan, Ms. Scarlett, and Mr. Saksena, collectively, our non-PEO NEOs for each covered year as reported in the “Total” column of the “Summary Compensation Table” in this and prior years’ proxy statements. |

  355. Pay Versus Performance

    | (4) Total shareholder return as calculated based on a fixed investment of $100 in our Common Stock measured from the market close on January 31, 2020 (the last trading day of our fiscal 2020) through and including the end of the fiscal year for each year reported in the table. |

  356. Pay Versus Performance

    | (5) Total shareholder return as calculated based on a fixed investment of $100 in the Standard & Poor's Retailing Group Industry Index (“S&P Retailing Group”), which is the peer group used for this Pay versus Performance analysis and of which the Company is a component, measured from the market close on January 31, 2020 (the last trading day of our fiscal 2020) through and including the end of the fiscal year for each year reported in the table. |

  357. Pay Versus Performance

    | (6) As reported in the Annual Report for Form 10-K for the fiscal year ended January 28, 2023, these amounts reflect “Net Earnings” of the Company. |

  358. Pay Versus Performance

    | (7) For purposes of Item 402(v)(2)(iii), we have identified Compensable Enterprise Operating Income for the Company-selected measure reflected in column (i), which is based on non-GAAP operating income from continuing operations, adjusted as described in the Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive section of the proxy statement for each fiscal year shown. Although Compensable Enterprise Operating Income is one important financial performance measure, among others, that the Compensation Committee considers when making executive compensation decisions with the intent of aligning compensation with Company performance and has been selected as the primary performance metric under our Short-Term Incentive Plan, the Compensation Committee has not historically and does not currently evaluate CAP as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial performance measure specifically to link executive CAP to Company performance. |

  359. Pay Versus Performance

    | 81 | | 2023 Proxy Statement |

  360. Pay Versus Performance

    Description of Relationships between Financial Metrics and CAP In accordance with the requirements of Item 402(v)(5), the graphs below depict the relationships between PEO and non-PEO CAP and the financial metrics included in the table above.

  361. Pay Versus Performance

    | | 2023 Proxy Statement | 82 |

  362. Pay Versus Performance

    Tabular List of Most Important Performance Measures In accordance with the requirements of Item 402(v)(6), we have identified an unranked list of the most important financial performance measures, which represent the most important financial metrics used by the Company to link fiscal 2023 CAP, for our PEO and other NEOs, to Company performance. These metrics are described further under Compensation Discussion and Analysis – Executive Compensation Elements, specifically under the subheadings “Short-Term Incentive” and “Long-Term Incentive.”

  363. Pay Versus Performance

    | Most Important Performance Measures | | | • | Compensable Enterprise Operating Income | | • | Compensable Enterprise Revenue | | • | Relative TSR |

  364. Pay Versus Performance

    As noted above in this section, the Compensation Committee has not historically and does not currently evaluate CAP as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial or non-financial performance measures specifically to link NEO CAP to Company performance. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  365. Pay Versus Performance

    | 83 | | 2023 Proxy Statement |