DEF 14A of Best Buy Co Inc, Apr 30, 2024

DEF 14A of Best Buy Co Inc

Filed Apr 30, 2024 · FY20240001140361-24-023237

Open on EDGAR

  1. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

  2. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | • | We invite you to attend the 2024 Regular Meeting of Shareholders (the “Meeting”) virtually. There will not be a physical meeting. You will be able to attend the Meeting virtually, vote your shares electronically, and submit your questions during the Meeting by visiting: www.virtualshareholdermeeting.com/BBY2024 and following the instructions on your proxy card. |

  3. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | • | The Meeting starts at 9:00 a.m. Central Time. |

  4. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | • | You do not need to attend the Meeting online to vote if you submitted your vote via proxy in advance of the Meeting. |

  5. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | • | You can vote via telephone, the internet or by mail by following the instructions on your proxy card or voting instruction form provided by your broker, bank or other nominee. |

  6. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | • | A replay of the Meeting will be available on www.investors.bestbuy.com. |

  7. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    Dear Shareholders, It is our honor to share with you the progress Best Buy has made during fiscal year 2024. First, we wanted to provide you with some updates regarding the composition of our Board of Directors. On June 12, 2024, Patrick will retire from the Board after serving as chair since 2020 and as a Board member since 2014. On that day, David, who has served as a director since 2013, will assume the role of chair. Additionally, Eugene Woods will be retiring from the Board, and we thank him for his guidance and service during his time with the Board. We were proud that David Kimbell, Chief Executive Officer of Ulta Beauty, joined the Board last summer. We have both confidence and appreciation for the leadership of this Board as fiscal year 2025 unfolds. As expected, fiscal year 2024 provided a challenging landscape for our business as broad macroeconomic challenges persisted for our customers. Despite those headwinds, Best Buy’s leadership team and employees remained focused on the Company’s strategy. They delivered strong profitability through disciplined operational execution and commitment to creating amazing customer experiences. Like we anticipated, strategic investments made in the business last fiscal year showed positive results and operating income improvements. Specifically, the two paid tiers of the My Best Buy membership program ended fiscal year 2024 with 7 million members, which represents a 20% increase over the previous year. Additionally, Best Buy Health expanded strategic partnerships with some of the nation’s largest health systems. In fiscal year 2024, Best Buy returned $1.1 billion to shareholders through dividends and share repurchases. Remaining steadfast in our commitment to being a premium dividend payer, the Company increased its fiscal year 2025 quarterly dividend by 2% to $0.94 per share. We have raised our quarterly dividend for 11 consecutive years. We are also proud to be recognized for our work in support of our employees and the environment, and we strongly believe our investment in these areas creates long-term shareholder value. Best Buy was once again named the No. 1 retailer on the JUST Capital list, which evaluates and ranks the largest publicly traded companies in the U.S. based, in part, on how a company invests in its employees. For the seventh consecutive year, Best Buy was recognized on CDP’s prestigious Climate A List, which looks at best practices associated with environmental leadership. Finally, the Company remained on the annual Dow Jones Sustainability North America Index for the 12th year. Looking ahead, we believe increasing stabilization in the consumer electronics industry will create an exciting environment for Best Buy to continue to deliver on its purpose of enriching lives through technology by using our unique strengths to grow the business. Our CEO, Corie Barry, and her leadership team have clearly and repeatedly shown their skill of managing near-term challenges while positioning the Company for long-term growth. We are incredibly confident in the strategy and in the more than 85,000 employees who are working hard to bring it to life to build shareholder value. In conclusion, we would like to thank every employee of Best Buy for their enduring commitment to our customers, partners and communities. It is our privilege to work with them to help the Company pursue its purpose and generate continued value for its stakeholders. Thank you for your continued support of this great Company,

  8. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | | | | Patrick Doyle, Chair of the Board | David Kenny, Chair of the Board - Elect |

  9. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | | PAGE | | PROXY SUMMARY | 1 | | GENERAL INFORMATION | 8 | | Background | 8 | | Voting Procedures | 9 | | Proxy Solicitation | 11 | | Additional Information | 12 | | CORPORATE GOVERNANCE AT BEST BUY | 13 | | Board Leadership | 13 | | Board Composition | 14 | | Director Independence | 14 | | Board Meetings and Attendance | 15 | | Executive Sessions of Independent Directors | 15 | | Committees of the Board | 16 | | Board Risk Oversight | 18 | | Compensation Risk Assessment | 19 | | Cybersecurity and Privacy Risk Oversight | 19 | | Board Evaluation Process | 20 | | CEO Evaluation Process | 20 | | Director Orientation and Continuing Education | 20 | | Anti-Hedging and Anti-Pledging Policies | 21 | | Director Stock Ownership | 21 | | Shareholder Engagement | 21 | | Corporate Responsibility & Sustainability | 22 | | Public Policy | 24 | | Communications with the Board | 24 | | Corporate Governance Website | 25 | | ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS | 26 | | General Information | 26 | | Director Nomination Process | 26 | | Advance Notice and Proxy Access By-law Provisions | 27 | | Director Qualification Standards | 27 | | Director Nominees | 30 | | Voting Information | 42 | | Board Voting Recommendation | 42 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 43 | | DELINQUENT SECTION 16(a) REPORTS | 44 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 45 | | AUDIT COMMITTEE REPORT | 46 | | ITEM OF BUSINESS NO. 2 — RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 47 | | Principal Accountant Services and Fees | 47 | | Pre-Approval Policy | 47 | | Board Voting Recommendation | 48 | | ITEM OF BUSINESS NO. 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 49 | | Information About the Advisory Vote to Approve Named Executive Officer Compensation | 49 | | Board Voting Recommendation | 49 |

  10. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | | 2024 Proxy Statement |

  11. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

    | | PAGE | | EXECUTIVE AND DIRECTOR COMPENSATION | 50 | | Compensation Discussion and Analysis | 50 | | Executive Summary | 51 | | Compensation Philosophy, Objectives and Policies | 52 | | Governance | 53 | | Factors in Decision-Making | 54 | | Executive Compensation Elements | 55 | | Compensation and Human Resources Committee Report on Executive Compensation | 63 | | Compensation and Human Resources Committee Interlocks and Insider Participation | 63 | | Compensation of Executive Officers | 64 | | Summary Compensation Table | 64 | | Grants of Plan-Based Awards | 66 | | Outstanding Equity Awards at Fiscal Year-End | 67 | | Option Exercises and Stock Vested | 70 | | Nonqualified Deferred Compensation | 71 | | Potential Payments Upon Termination or Change-of-Control | 71 | | Director Compensation | 75 | | Equity Compensation Plan Information | 78 | | CEO Pay Ratio | 78 | | Pay Versus Performance | 79 | | ITEM OF BUSINESS NO. 4 — SHAREHOLDER PROPOSAL – SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE GOLDEN PARACHUTES | 83 | | General Information | 83 | | Summary of the Shareholder Proposal - Shareholder Opportunity to Vote on Excessive Golden Parachutes | 84 | | Statement in Opposition | 85 | | Board Voting Recommendation | 86 | | OTHER BUSINESS | 86 | | PROPOSALS FOR THE NEXT REGULAR MEETING OF SHAREHOLDERS | 87 | | SCHEDULE: RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES | 88 |

  12. 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.

  13. Item No. 1: Election of Directors

    | | 2024 Proxy Statement | 4 |

  14. 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.

  15. 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 (the “Compensation 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 Committee member.

  16. Director Independence

    | | 2024 Proxy Statement | 14 |

  17. 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:

  18. Director Independence

    | — | has in the past three years: |

  19. 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; |

  20. Director Independence

    | • | been an employee of Best Buy; |

  21. Director Independence

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

  22. 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 |

  23. 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 |

  24. Director Independence

    | — | is currently: |

  25. 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 |

  26. 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. |

  27. Director Independence

    Under our director independence standards described above, the Board has determined that each director who served during any part of fiscal 2024 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 Executive Chairman of Nielsen. Since 1999, Nielsen has provided us with data analytics services. The amounts we have paid to Nielsen were well below 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 now part of Advocate Health. Mr. Woods, a director since December 2018, serves as CEO of Advocate Health. In November 2022, Best Buy Health and Atrium Health entered into an agreement that includes (i) Best Buy Health supplying Atrium Health with remote patient monitoring devices and a license to its technology platform; and (ii) 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. In March 2024, Mr. Woods notified the Board that he would complete his term and would not stand for re-election at the Meeting.

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

    ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS Our By-laws provide that our Board consist of one or more directors and that the number of directors may be increased or decreased from time to time by the affirmative vote of a majority of the directors serving at the time that the action is taken. The number of directors on our Board is reviewed and set by our Board no less often than annually. In March 2024, the Board set the number of directors at eleven as of the Meeting. The Board will continue to evaluate the size of the Board and make adjustments as needed to meet the current and future needs of the Company.

  29. Director Nominees (Ages and Committee roles as of April 30, 2024)

    Director Nominees (Ages and Committee roles as of April 30, 2024) 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.

  30. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | | 2024 Proxy Statement | 30 |

  31. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | NON-INDEPENDENT DIRECTOR Chief Executive Officer, Best Buy Director since: June 2019 Committees: • None Age: 49 Education: • College of St. Benedict Other Public Boards: • Domino’s Pizza, Inc. | Corie S. Barry | | | | Ms. Barry brings over 20 years of executive leadership experience to the Board, as well as expertise in retail operations and finance. She has held a variety of financial and operational roles since joining Best Buy in 1999. Those roles include the oversight of such areas as strategic transformation and growth, digital and technology, global finance, investor relations, enterprise risk and compliance, integration management, and Best Buy Health. She has an extensive knowledge of the business and was key in leading Best Buy through its transformation. Growth / Transformation Experience With Best Buy’s purpose to enrich lives through technology always at the forefront, Ms. Barry helped develop the company’s successful transformation strategy and now leads the execution of its growth strategy. She helped Best Buy launch its In-Home Consultation program, rebuild its membership offerings, and expand into the health space. 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 as Senior Vice President of Domestic Finance. She worked at Deloitte & Touche as an auditor before joining Best Buy. Knowledge of Best Buy and the Industry As Best Buy’s CEO since 2019, Ms. Barry has extensive knowledge of the Company, its business partners, and the broader consumer electronics industry in which it competes. She has a track record of advocating for and mentoring women in the workplace and the community. | | | | Experience | Director Qualifications | | | • Chief Executive Officer, Best Buy Co., Inc. (2019-present) • Chief Financial Officer (2016-2019) & Strategic Transformation Officer (2018-2019), Best Buy Co., Inc. • Chief Strategic Growth Officer & interim President, Services, Best Buy Co., Inc. (2015-2016) • Senior Vice President, Domestic Finance, Best Buy Co., Inc. (2013-2015) • Vice President, Chief Financial Officer & Business Development, Home Business Group, Best Buy Co., Inc. (2012-2013) • Vice President, Finance – Home Customer Solutions Group, Best Buy Co., Inc. (2010-2012) | • Business Operations • Chief Executive Officer • Customer Engagement & Marketing • Digital & E-Commerce • Finance • Philanthropy & Nonprofits • Retail & Consumer Goods • Technology • Cybersecurity |

  32. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | 31 | | 2024 Proxy Statement |

  33. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR Executive Vice President and Chief Marketing, Communications and Customer Experience Officer, The Travelers Companies, Inc. Director since: December 2009 Committees: • Compensation • Nominating (Chair) Age: 60 Education: • Brown University • Northwestern University Other Public Boards: • None | Lisa M. Caputo | | | | Ms. Caputo brings more than 25 years of private/public sector leadership experience in government affairs, communications, marketing, digital, customer experience, and corporate responsibility and sustainability to the Board. She has advised CEOs, built successful social impact strategies, and enhanced customer, employee and community engagement at global organizations. Her time working in President Bill Clinton’s administration gives her expertise in public affairs issues. Marketing / Customer Experience / Communications Ms. Caputo’s deep expertise has been invaluable to Best Buy’s efforts to broaden its brand, rejuvenate the customer experience and transform its marketing, digital and communications efforts to drive growth. Her perspective gained from driving innovation efforts at Travelers is helpful as Best Buy develops growth initiatives in its strategy. Ms. Caputo also spent 11 years at Citigroup, advising three CEOs on topics from marketing and communications to government affairs and community relations. Corporate Public Affairs / Government Affairs In addition to having held senior executive roles at Walt Disney Co. and CBS Corp., Ms. Caputo 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 the Board. Corporate Responsibility & Sustainability Ms. Caputo has an exceptional track record throughout her career of enhancing community, customer and employee engagement, building social impact strategies and leading corporate responsibility and sustainability as well as community relations. She has been key in the development and execution of the Company’s CR&S initiatives. | | | | Experience | Director Qualifications | | | • Executive Vice President and Chief Marketing, Communications and Customer Experience Officer of The Travelers Companies, Inc., a property casualty insurer (2011-present) • Managing Director and Senior Banker of the Public Sector Group of the Institutional Clients Group of Citigroup, Inc., a financial services company (2010-2011) • Global Chief Marketing Officer and Executive Vice President of Citigroup, Inc. (2007-2010) • Chief Marketing and Community Relations Officer, Global Consumer Group, Citigroup, Inc. (2005-2007) • Founder, Chairman and Chief Executive Officer of Citi's Women & Co., a membership service that provides financial education and services for women (2000-2011) | • Marketing • Government and Public Affairs • Communications • Corporate Responsibility & Sustainability • Customer Experience & Engagement • Digital • Financial Services • Media & Entertainment • Employee Experience • Philanthropy & Non-Profits |

  34. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | | 2024 Proxy Statement | 32 |

  35. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR Executive Chairman, Nielsen Director since: September 2013 Committees: • Compensation (Chair) • Nominating Age: 62 Education: • GM Institute (Kettering University) • Harvard University Other Public Boards: • None | David W. Kenny | | | | Mr. Kenny brings more than 25 years of Chief Executive Officer experience to the Board. He uses his expertise in data and analytics, technology, and customer engagement to help Best Buy with its transformation and growth efforts, especially around capturing online share and using data responsibly to serve customers. His experience leading The Weather Company offers Best Buy strong environmental leadership and climate change expertise. CEO / Executive Leadership Mr. Kenny is Executive Chairman at Nielsen, a private global measurement and data analytics company. He also previously served as CEO of The Weather Company and Digitas Inc., a global marketing and technology agency for e-Commerce and multichannel companies. In addition, Mr. Kenny has held a variety of other executive roles over his career. He has 25 years of public company board experience. He has served on the board of several public companies including Yahoo, Akamai, Digitas and Nielsen. Technology 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. Customer Engagement As the executive chairman of Nielsen, Mr. Kenny has a deep knowledge of consumer insights. As chairman and CEO 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. | | | | Experience | Director Qualifications | | | • Executive Chairman, Nielsen (2023-present) • CEO and board director, Nielsen (December 2018-2023) • Senior Vice President, IBM Watson (January 2016-2018) and IBM Cloud (November 2016-2018) • Chairman and CEO, The Weather Company (2012-2015) • President of Akamai (2011-2012) • Managing Partner, VivaKi (2006-2010) • Founder and CEO, Digitas, Inc., (1997-2006) | • Technology • Chief Executive Officer • Customer Engagement • Data and Analytics • Sustainability • Business Growth • Media and Publishing |

  36. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | 33 | | 2024 Proxy Statement |

  37. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR Chief Executive Officer, Ulta Beauty Director since: July 2023 Committees: • Compensation • Finance & Investment Policy Age: 57 Education: • DePauw University • Purdue University Other Public Boards: • Ulta Beauty, Inc. | David C. Kimbell | | | | Mr. Kimbell is a seasoned executive with more than 25 years of leadership experience in retail and consumer-driven businesses. He brings strong expertise in marketing, retail, and business transformation to the Board, which will help Best Buy evolve the future of retail. He was named Chief Executive Oficer of Ulta Beauty in June 2021 and sits on its Board of Directors. CEO / Executive Leadership Since June 2021, Mr. Kimbell has served as CEO of Ulta Beauty, the largest specialty beauty retailer in the U.S. Before that, he was Ulta Beauty’s Chief Merchandising and Chief Marketing Officer. Marketing Mr. Kimbell brings over 25 years of merchandising and marketing experience to the Best Buy Board. Prior to serving as CEO, he held several leadership positions in marketing at Ulta Beauty, as well as U.S. Cellular, Seventh Generation, PepsiCo, and The Procter & Gamble Company. Retail Mr. Kimbell brings a deep understanding of the retail industry through his multiple roles at Ulta Beauty. He also brings experience developing transformation strategies necessary to operate successfully in the evolving omnichannel environment. | | | | Experience | Director Qualifications | | | • CEO, Ulta Beauty (2021-present) • President, Ulta Beauty (2019-2021) • Chief Merchandising Officer, Ulta Beauty (2015-2019) • Chief Marketing Officer, Ulta Beauty (2014-2019) • Chief Marketing Officer & Executive Vice President, U.S. Cellular (2011-2014) • Chief Marketing Officer & Senior Vice President, Seventh Generation (2008-2010) • Vice President of Marketing, PepsiCo’s Quaker Food Division (2001-2008) • Brand Manager, Beauty Division, The Procter & Gamble Company (1996-2001) | • Chief Executive Officer • Marketing • Retail • Business Transformation • Business Operations • Corporate Governance • Growth & Transformation • Philanthropy & Nonprofits |

  38. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | | 2024 Proxy Statement | 34 |

  39. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR Retired Chief Financial Officer Director since: January 2021 Committees: • Audit (Chair) • Nominating Age: 48 Education: • University of South Florida • Duke University Other Public Boards: • FIGS, Inc. | Mario J. Marte | | | | Mr. Marte brings more than 20 years of finance expertise, strategy, and business experience across several industries and companies to the Board. As former Chief Financial Officer of Chewy, Inc., he led the company’s financial strategy and growth plan, guiding Chewy from startup to become the leading pure play retailer of pet products and services. This background will help guide Best Buy’s efforts to innovate and serve an evolving customer base. Finance Mr. Marte led the successful initial public offering of Chewy, Inc., a Fortune 500 and leading online pet product retailer, in June 2019. He led all finance, accounting, corporate development, risk management, and investor relations functions for the company. Prior to becoming CFO, he oversaw financial planning & analysis and treasury in three successful private fundraisings and the sale of Chewy to BC Partners in 2017. He has over two decades of experience in finance at Chewy, Hilton Worldwide and American Airlines. Growth, E-Commerce & Transformation 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 $11 billion in eight years while rapidly scaling to profitability and the lead position in e-Commerce for the pet category. Global 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, and regulatory and currency regimes. | | | | Experience | Director Qualifications | | | • Chief Financial Officer, Chewy, Inc., (2018-2023) • Vice President, Finance & Treasurer, Chewy, Inc. (2015-2018) • Vice President, Financial Planning and Analysis, Hilton Worldwide (2011-2015) • Various Finance Leadership Roles (2003-2011) | • Finance • Retail • Growth & Transformation • E-Commerce • Global Business • Strategy • Risk Management |

  40. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | 35 | | 2024 Proxy Statement |

  41. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR Retired Chief Financial Officer Director since: September 2015 Committees: • Audit • Finance & Investment Policy (Chair) Age: 59 Education: • Wellesley College • Columbia University Other Public Boards: • Agilon Health, Inc. | Karen A. McLoughlin | | | | Ms. McLoughlin brings strong financial acumen to the Board from more than 20 years in various finance management roles. She was the Chief Financial Officer of Cognizant Technology Solutions, a Fortune 500 company and leading provider of information technology, business process and consulting services. She has expertise in growth, transformation, and services, providing a key perspective to Best Buy as it evolves. Finance Ms. McLoughlin served as CFO at Cognizant for eight years. Before that role, she spent more than 20 years in various senior finance management roles at Cognizant, Spherion and Ryder System Inc. Services In her 17 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 our Services offerings. Global / Transformation During Ms. McLoughlin’s tenure, Cognizant experienced tremendous growth, with revenue increasing from $368 million in 2003 to $16.7 billion in 2020. She also has experience in diversity and inclusion and social impact through Cognizant’s Women Empowered program and efforts to help youth build the skills to complete and thrive in the global economy. | | | | Experience | Director Qualifications | | | • Chief Financial Officer, Cognizant Technology Solutions Corporation (2012-2020) • Senior Vice President, Financial Planning and Analysis and Enterprise Transformation, Cognizant (2008-2012) • Vice President, Global Financial Planning and Analysis, Cognizant (2003-2008) • Vice President, Finance, Spherion Corp., now SFN Group Inc. (1997-2003) | • Finance • Services • Growth & Transformation • Information Technology • Diversity and Inclusion |

  42. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | | 2024 Proxy Statement | 36 |

  43. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR Venture Advisor, New Enterprise Associates Director since: March 2016 Committees: • Audit • Finance & Investment Policy Age: 64 Education: • Santa Clara University School of Engineering • Stanford University Graduate School of Business Other Public Boards: • Arteris, Inc. | Claudia F. Munce | | | | Ms. Munce brings more than 30 years of experience in technology, venture capital and startups to the Board. As a seasoned venture capital leader, she has developed a deep knowledge of strategic partnerships and M&A activities with a focus on emerging markets and disruptive technology. This background is helpful to Best Buy as it seeks to innovate and grow. Venture Capital Ms. Munce is currently a venture adviser at New Enterprise Associates, one of the world’s largest and most active venture capital firms. She also served on the organizational boards of the National Venture Capital Association and Chairwoman of the Global Corporate Venturing Leadership Society. Technology Ms. Munce has 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. Growth / Transformation Ms. Munce was a founding member of the IBM Venture Capital Group. While at IBM, she worked with more than 300 venture capital firms across 30 countries to advance the company’s strategic goals for developing innovations. She is an advocate for women’s leadership in the technology industry and works to close the gender gap at the highest levels of business. | | | | Experience | Director Qualifications | | | • Venture Advisor, New Enterprise Associates (January 2016-present) • Lecturer in Management, Stanford University Graduate School of Business (2021-present) • Director, CoreLogic Board of Directors (2017-2021) • Managing Director, IBM Venture Capital Group, and Vice President of Corporate Strategy, IBM Corp. (2004-2015) • Director of Strategy, IBM Venture Capital Group (2000-2004) • Head of Technology Transfer and Licensing, IBM Research (1994-2000) | • Technology • Growth & Transformation • Strategy • Venture Capital • Leadership |

  44. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | 37 | | 2024 Proxy Statement |

  45. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR President of Global e-Commerce and Business Development, Universal Music Group Director since: March 2018 Committees: • Compensation • Nominating Age: 56 Education: • Drexel University Other Public Boards: • Laboratory Corporation of America Holdings | Richelle P. Parham | | | | Ms. Parham is a seasoned, senior-level executive with more than 25 years of experience in global strategy, marketing and business development. Her insight is valuable to the Board as it guides Best Buy’s growth strategy and efforts to serve an evolving customer base. She has extensive experience in e-Commerce, data-driven decision-making, and understanding consumer needs. Marketing As Vice President and Chief Marketing Officer of eBay, Inc., Ms. Parham was tasked with transforming the company's brand reputation. She focused on improving 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 experience. Digital / E-Commerce 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. Ms. Parham takes pride in understanding the fundamental needs of digital consumers, rethinking what is possible and executing effectively at scale. Business Operations / Strategy Ms. Parham has worked 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. | | | | Experience | Director Qualifications | | | • President of Global e-Commerce and Business Development, Universal Music Group (June 2021-present) • Partner and Managing Director, WestRiver Group (2019-2021) • General Partner, Camden Partners Holdings, LLC, (2016-2019) • Vice President and Chief Marketing Officer, eBay, Inc., (2010-2015) • Head, Global Marketing Innovation (2010) and Head, Global Marketing Services (2008-2010) of Visa, Inc. • Senior Vice President, Strategy and Enablement, Rapp Worldwide (2007-2008) • Various marketing-related leadership roles, Bronner Slosberg Humphrey, now known as Digitas Inc. (1994-2007) • Director at Scripps Network Interactive (2012-2018) and e.l.f. Cosmetics (2018-2022) | • Finance • Global Business • Business Operations • Retail & Consumer Goods • Customer Experience |

  46. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | | 2024 Proxy Statement | 38 |

  47. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR Retired Chief Executive Officer Director since: March 2021 Committees: • Audit • Finance & Investment Policy Age: 64 Education: • University of Washington Other Public Boards: • None | Steven E. Rendle | | | | Mr. Rendle was a leading executive in the apparel industry, with more than 35 years of experience in the specialty outdoor and action sports apparel industries. He spent more than 20 years at VF Corp. and successfully navigated the company through a rapidly changing global retail environment and drove rapid transformation of VF’s brands toward a consumer-minded, retail-centric and hyper-digital future. CEO Experience From January 2017 to December 2022, Mr. Rendle served as CEO of VF Corp., one of the world's largest apparel, footwear and accessories companies that had $10 billion in annual revenue. He previously held several leadership positions within VF Corp., and its The North Face brand. Growth / Transformation Experience Before retiring as CEO, 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, acquired several brands, and relocated the company’s global headquarters to Denver. 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. This 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. | | | | Experience | Director Qualifications | | | • Chairman, President and Chief Executive Officer of VF Corp. (2017-2022) • President & Chief Operating Officer, VF Corp. (2015-2016) • Senior Vice President, Americas, VF Corp. (2014-2015) • Group President, Outdoor & Action Sports, Americas, of VF Corp. (2011-2014) • President, Outdoor Americas, of VF Corp. (2009-2010) • Brand President, The North Face, a VF Corp. brand (2004-2010) | • Business Operations • Chief Executive Officer • Customer Engagement & Marketing • Digital & E-Commerce • Corporate Responsibility & Sustainability • Growth & Transformation • Investments & Venture Capital • Philanthropy & Nonprofits • Retail & Consumer Goods |

  48. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | 39 | | 2024 Proxy Statement |

  49. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR Chief Executive Officer, WW International, Inc. Director since: March 2023 Committees: • Nominating • Compensation Age: 44 Education: • Duke University • Northwestern University Other Public Boards: • WW International, Inc. | Sima D. Sistani | | | | Ms. Sistani brings to the Board more than 20 years of leadership experience in the media and technobgy industries, specializing in bringing startups to life and building digital communities. Currently a Chief Executive Officer, her experience and expertise are valuable as Best Buy continues its omnichannel evolution and enhances its digital customer experience. CEO / Executive Ms. Sistani has served as the CEO of WW International, Inc., 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, a face-to-face synchronous social network. Digital / E-Commerce In addition to serving as the CEO of Houseparty, Ms. Sistani was one of the co-founders. She previously led mobile growth operations at Yahoo! Inc., a technology company, from the time Yahoo! acquired Tumblr, Inc. She also served as Tumblr’s first Head of Media. Marketing / Customer Experience 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. | | | | Experience | Director Qualifications | | | • CEO, WW International, Inc. (March 2022-present) • CEO and Co-Founder of Houseparty (acquired by Epic Games in 2019), at Epic Games, (June 2019-February 2022) • CEO and Co-Founder of Houseparty, (2015-2019) • Head, Media, Tumblr, Inc. (2014-2015) • Director, Mobile Growth, Yahoo! Inc. (now Altaba Inc.) (2011-2014) | • Chief Executive Officer • Growth & Transformation • Digital & E-Commerce • Technology • Marketing • Customer Experience |

  50. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | | 2024 Proxy Statement | 40 |

  51. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | INDEPENDENT DIRECTOR President and Chief Executive Officer, La-Z-Boy Incorporated Director since: March 2023 Committees: • Audit • Finance & Investment Policy Age: 56 Education: • The Ohio State University Other Public Boards: • La-Z-Boy Incorporated | Melinda D. Whittington | | | | Ms. Whittington brings to the Board more than 30 years of finance and leadership experience in a variety of consumer-focused industries. She is currently President and Chief Executive Officer of La-Z-Boy Incorporated, one of the world’s leading residential furniture manufacturers and retailers. Her varied background provides Ms. Whittington with a broad perspective as Best Buy pursues its growth strategy. CEO / Executive Experience Ms. Whittington has served as CEO of La-Z-Boy Incorporated since April 2021. She previously served as the company's Chief Financial Officer. Finance As a former CFO of La-Z-Boy Incorporated and Allscripts Healthcare Solutions, Ms. Whittington brings strong financial acumen to the Best Buy Board. Prior to serving as CFO and later CEO, she spent more than 20 years in various financial management roles at Kraft Foods Group, Inc. (now The Kraft Heinz Company) and The Procter & Gamble Company. Global Ms. Whittington has held finance and functional roles at large, global and capital-intensive consumer-facing companies. She has worked internationally in Costa Rica and Belgium. | | | | Experience | Director Qualifications | | | • President and Chief Executive Officer, La-Z-Boy Incorporated (2021-present) • Chief Financial Officer, La-Z-Boy Incorporated (2018-2021) • Chief Financial Officer, Allscripts Healthcare Solutions (2016-2017) • Senior Vice President, Corporate Controller and Chief Accounting Officer, Kraft Foods Group, Inc. (now The Kraft Heinz Company) (2014-2015) • Various finance and leadership roles, including international assignments, at The Procter & Gamble Company (1993-2014) | • Chief Executive Officer • Finance • Global Business • Business Operations • Retail & Consumer Goods |

  52. Director Nominees (Ages and Committee roles as of April 30, 2024)

    | 41 | | 2024 Proxy Statement |

  53. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  54. Executive Summary

    Coming off a year of results that were not as strong as we hoped for in fiscal 2023 that resulted in a low payout for short-term incentive awards, our fiscal 2024 results were stronger compared to our goals, resulting in a payout of 75.85% of target for our short-term incentive awards. See the Executive Compensation Elements—Short-Term Incentive section for our description of our fiscal 2024 STI plan. The results of the performance share awards that will be paid out in fiscal 2025, if earned (based on the performance of our stock’s total shareholder return relative to the S&P 500 Index over a three-year performance period, which included fiscal 2024), 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 we look forward to fiscal 2025, the Compensation Committee and management continue to have a long-term focus on avoiding compensation outcomes driven by temporary external factors. Therefore, we remain committed to the Company’s long-term strategy while balancing the need to attract, motivate and retain executive talent through performance-based compensation. In fiscal 2025, we are focused on sharpening our customer experiences and industry positioning at a time when we expect increasing sales stabilization in our industry. Prior “Say on Pay” Votes We are pleased that 92.5% of the votes cast on the advisory “Say on Pay” proposal at the 2023 Regular Meeting of Shareholders were voted in favor of our executive compensation program. For the last five consecutive years, our executive compensation programs have received a favorable advisory vote of between 92% and 95%, indicating strong shareholder support for our overall compensation program and the manner in which we align our pay program with our evolving business strategy and the underlying financial goals. 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 2024, following our 2023 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. As a result of these outreach efforts, we engaged in direct conversations with several shareholders to answer questions, provide commentary on the compensation decisions made during the year, and receive feedback to be considered when making future decisions. During these conversations, shareholders also indicated broad directional support for our compensation programs. Further, as discussed in the Corporate Governance at Best Buy — Shareholder Engagement section, we regularly engage with our shareholders throughout the year regarding their various priorities, and we welcome their feedback on our practices and policies.

  55. Compensation Philosophy, Objectives and Policies

    | • | Pay-for-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. |

  56. 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 and policies, restrictive covenants and multiple performance metrics. While variable compensation programs inherently encourage risk taking, 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 and are both balanced and appropriate in the context of our overall enterprise risk profile. |

  57. 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. |

  58. 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. |

  59. Compensation Philosophy, Objectives and Policies

    | • | Health, retirement and other benefits. NEOs are eligible to participate in benefit plans generally available to our employees, including health, retirement, stock purchase, severance, paid time off, life insurance and disability plans. We do not have an executive retirement plan that provides extra retirement benefits to the NEOs, and we have a policy regarding shareholder ratification of executive cash severance benefits. NEOs are provided with annual executive physical exams, supplemental long-term disability insurance and tax planning/preparation services consistent with those provided to other executives. |

  60. Factors in Decision-Making

    Factors in Decision-Making Market Competitive Data. For fiscal 2024, 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 2024. We review our peer group annually. The Compensation Committee strives to ensure that our peer group is an accurate reflection of our business model from both a scale and operational perspective, and that it represents the labor market for executive talent. For fiscal 2024, the peer group was approved after consideration of the following criteria:

  61. Factors in Decision-Making

    | • | Labor market considerations: companies that are included in the peer group of our peers. |

  62. 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 2024. Our peer group consisted of the following companies for fiscal 2024:

  63. 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 2024 metrics were: • Enterprise Operating Income – 45% • Enterprise Revenue – 35% • Corporate Responsibility & Sustainability (CR&S) – 20% | | Long-Term Incentive (“LTI”) | Performance share awards and restricted shares subject to 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 of performance share awards is 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. |

  64. 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 2024 STI plan as part of its review of the NEOs’ total fiscal 2024 target compensation in March 2023. 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 2023.

  65. Short-Term Incentive

    | Name | Fiscal 2023 Target Payout Percentage | Fiscal 2024 Target Payout Percentage | | Ms. Barry | 200% | 200% | | Mr. Bilunas | 150% | 150% | | Mr. Harmon | 100% | 100% | | Mr. Hartman | 125% | 125% | | Ms. Scarlett | 150% | 150% |

  66. Short-Term Incentive

    Fiscal 2024 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 2024 STI plan:

  67. 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 | 35% | 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. | | Corporate Responsibility & Sustainability (CR&S) | 20% | Progress towards three of the Company’s CR&S goals: Culture of Belonging, Social Impact and Sustainability |

  68. Short-Term Incentive

    For fiscal 2024, the Committee elected to once again approve a plan design concentrated on financial performance metrics while maintaining a small portion that was scored based on a qualitative evaluation of measurable results. In March 2023, 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 Compensable Enterprise Operating Income and Compensable Enterprise Revenue, the Company had completed a challenging fiscal 2023 and anticipated continuing to face a challenging environment in the year ahead. As such, we set our fiscal 2024 target performance goals for Compensable Enterprise Operating Income and Compensable Enterprise Revenue below fiscal 2023 results, which was consistent with the guidance provided to shareholders at the start of fiscal 2024. The CR&S metrics continued as the qualitative portion of the plan and focused on three specific areas: Culture of Belonging, Social Impact and Sustainability, each of which are core to our culture and overall business strategy. The Committee charged management with updating the Committee on actions taken and results throughout fiscal 2024 relative to progress towards the goals in each of the stated areas. At the end of fiscal 2024, management presented its summary of actions taken throughout the year and a recommendation for the CR&S Score. The Board was proud of the Company’s ability to continue to make progress towards these goals. In discussing the CR&S Score, the Committee focused on the following areas:

  69. Short-Term Incentive

    | 57 | | 2024 Proxy Statement |

  70. Short-Term Incentive

    | • | Culture of Belonging. Best Buy endeavors to foster an environment where employees feel welcomed and can build strong relationships through demonstrating our inclusive behaviors: vulnerability, empathy, courage and grace. The Company regularly reviews and monitors employee engagement survey results and employee turnover data to ensure there is meaningful progress made in this area. |

  71. Short-Term Incentive

    | • | Social Impact. Best Buy serves as a fiscal sponsor of the Best Buy Foundation™, whose signature Best Buy Teen Tech Center® program consists of a network of youth-centered community hubs where teens can engage with the latest technology, learn career skills and interact with safe and supportive mentors. As of February 3, 2024, the Best Buy Foundation supported a network of 59 Best Buy Teen Tech Center® locations across the U.S. and Canada, working toward a goal of supporting 100 locations. |

  72. Short-Term Incentive

    | • | Sustainability. We are committed to propelling the circular economy forward, a system that aims to reduce waste and preserve resources. In our ongoing efforts to reduce carbon emissions, we support energy efficiency programs, including investing in energy efficiency improvements, deploying small-scale onsite and utility-scale renewable energy systems and neutralizing residual emissions. |

  73. Short-Term Incentive

    Our focus on sustainable products is centered on helping our customers reduce their impact on the environment through the products we sell. We do this by providing a variety of energy-efficient product options to our customers. Through our repair, trade-in programs and recycling collection programs, we keep products and materials in use for longer durations. To support circular economy principles and to better support our customers, Best Buy operates a comprehensive electronics and appliances takeback program. The following chart shows actual fiscal 2024 performance compared to the minimum, target and maximum goals for Compensable Enterprise Operating Income and Compensable Enterprise Revenue. For each metric, minimum performance against the goal results in no payout, target performance results in a 1.00x payout, and maximum performance results in a 2.00x payout. In fiscal 2024 the Company met the minimum performance threshold for Compensable Enterprise Operating Income and Compensable Enterprise Revenue, and after review of the Company’s CR&S progress the Committee approved an above-target score on that metric.

  74. Short-Term Incentive

    | Metric ($ in millions) | Minimum | Target | Maximum | Actual Result | Metric Score | | Compensable Enterprise Operating Income(1) (45%) | $1,549 | $1,936 | $2,324 | $1,789 | 0.62 | | Compensable Enterprise Revenue(2) (35%) | $42,448 | $45,158 | $47,867 | $43,490 | 0.57 | | CR&S(3) (20%) | N/A | N/A | N/A | | 1.40 | | | | Fiscal 2024 Blended Score: | | | 0.7585 |

  75. Short-Term Incentive

    | (1) Compensable Enterprise Operating Income was determined based on the non-GAAP operating income from continuing operations of $1,788 million in our Annual Report on Form 10-K for fiscal 2024, adjusted for differences from targeted foreign exchange rates. For further information related to the calculation of non-GAAP operating income from continuing operations, please refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations---Non-GAAP Financial Measures in our Annual Report on Form 10-K for fiscal 2024. |

  76. Short-Term Incentive

    | (2) Compensable Enterprise Revenue was determined based on revenue from continuing operations of $43,452 million in our Annual Report on Form 10-K for fiscal 2024, adjusted for differences from targeted foreign exchange rates. |

  77. Short-Term Incentive

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

  78. Short-Term Incentive

    The following chart shows fiscal 2024 STI opportunities and payments as a dollar value and percent of annual base salary:

  79. Short-Term Incentive

    | Name | Fiscal 2024 Annual Base Salary(1) | Target Payout Percentage | Target Payout Value, Based on Annual Earnings | Fiscal 2024 STI Score | Fiscal 2024 STI Payment | | Ms. Barry | $1,300,000 | 200% | $2,600,000 | 0.7585 | $1,972,101 | | Mr. Bilunas | 894,167 | 150% | 1,341,250 | 0.7585 | 1,017,339 | | Mr. Harmon | 741,667 | 100% | 741,667 | 0.7585 | 562,555 | | Mr. Hartman | 785,000 | 125% | 981,250 | 0.7585 | 744,279 | | Ms. Scarlett | 920,833 | 150% | 1,381,249 | 0.7585 | 1,047,679 |

  80. Short-Term Incentive

    | | 2024 Proxy Statement | 58 |

  81. 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. |

  82. 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 2023, the Compensation Committee approved LTI awards to our NEOs pursuant to our fiscal 2024 LTI program under our 2020 Omnibus Incentive Plan. Form of Fiscal 2024 LTI Award. The fiscal 2024 LTI program 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 2024, 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 (no such awards were granted in fiscal 2024). In fiscal 2024, 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 installments of one-third on the three successive anniversaries of the grant date, provided the NEOs have been continually employed with us through those dates. 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:

  83. 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% |

  84. 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. Determination of Fiscal 2024 LTI Target Award Values. In March 2023, the Compensation Committee approved the executive team’s fiscal 2024 compensation, which included increased target award values for Mr. Bilunas and Ms. Scarlett 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 2024 LTI awards for each NEO are set forth below.

  85. Long-Term Incentive

    | Name | Fiscal 2023 Target Grant Date Value | Fiscal 2024 Target Grant Date Value | | Ms. Barry | $11,000,000 | $11,000,000 | | Mr. Bilunas | 2,500,000 | 3,000,000 | | Mr. Harmon | 1,500,000 | 1,500,000 | | Mr. Hartman | 1,500,000 | 1,500,000 | | Ms. Scarlett | 1,850,000 | 2,500,000 |

  86. Long-Term Incentive

    | 59 | | 2024 Proxy Statement |

  87. 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 | 70,396 | 63,649 | $11,000,000 | | Mr. Bilunas | 19,199 | 17,359 | 3,000,000 | | Mr. Harmon | 9,600 | 8,680 | 1,500,000 | | Mr. Hartman | 9,600 | 8,680 | 1,500,000 | | Ms. Scarlett | 15,999 | 14,466 | 2,500,000 |

  88. 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. |

  89. Long-Term Incentive

    Performance Share Payouts. For performance share awards that were paid out in fiscal 2024, the Compensation Committee had adopted a performance share plan with a design based on two metrics and a 36-month performance period of February 2, 2020, to January 28, 2023. 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 “FY21 TSR Awards”). The second performance metric was based on the compound annual growth rate of enterprise revenue during the performance period (the “FY21 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 27th percentile of all companies in the S&P 500, the Compensation Committee approved a payout for the FY21 TSR Awards of 0% in fiscal 2024. Additionally, because the Company’s enterprise revenue compound growth rate over the performance period of 2.2% exceeded the minimum performance threshold of 2.0%, the Compensation Committee approved a payout for the FY21 Revenue Awards of 74.2% in fiscal 2024. All performance share award payouts to our NEOs during fiscal 2024 are reflected in the Compensation of Executive Officers — Option Exercises and Stock Vested section.

  90. 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 employee 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, Harmon and Hartman 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. In March 2024, we also adopted a Policy Regarding Shareholder Ratification of Executive Officer Cash Severance Agreements, which provides that the Company will not enter into any new employment agreement or severance agreement with an executive officer that provides for cash severance benefits exceeding 2.99 times the sum of the executive’s base salary plus short-term incentive target without seeking shareholder ratification of such agreement. Executive Stock Ownership Guidelines. The Compensation Committee has established stock ownership guidelines to promote the alignment of officer and shareholder interests and to encourage behaviors that have a positive influence on stock price appreciation and total shareholder return. Under the guidelines, we expect our NEOs to acquire ownership of a number of shares that have a value equal to a multiple of their annual salary based on their positions. Ms. Barry’s ownership target is six times her annual salary, and for other NEOs, the ownership target is three times their annual salary. The stock ownership expectation generally remains effective for as long as the officer holds the position. In addition to shares personally owned by each officer, the following forms of stock ownership count toward the ownership target:

  91. Other Compensation

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

  92. 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 under this policy 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. In September 2023, we also adopted an additional standalone clawback policy that is compliant with the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act, and NYSE Rule 303A.14. This separate policy provides that, upon the occurrence of an accounting restatement of the Company’s financial statements to correct an error, the Compensation Committee must recoup incentive-based compensation that was erroneously granted, earned, or vested to our current and former “officers” (as defined under Rule 16a-1 of the Exchange Act) based wholly or in part upon the attainment of any financial reporting measure, subject to limited exceptions. 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.

  93. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation earned by each of our NEOs during fiscal 2024 and the two preceding fiscal years. There were 53 weeks in fiscal 2024 as compared to 52 weeks in fiscal 2023 and fiscal 2022.

  94. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2)(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Corie Barry Chief Executive Officer | 2024 | $1,325,000 | $10,999,540 | $1,972,101 | $147,240 | $14,443,881 | | | 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 | | Matt Bilunas Senior Executive Vice President Enterprise Strategy and Chief Financial Officer | 2024 | 912,596 | 2,999,905 | 1,017,339 | 77,309 | 5,007,149 | | | 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 | | Damien Harmon Senior Executive Vice President Customer, Channel Experiences & Enterprise Services | 2024 | 757,692 | 1,499,992 | 562,555 | 106,970 | 2,927,209 | | | 2023 | 688,462 | 1,499,988 | 120,656 | 115,928 | 2,425,034 | | | 2022 | 613,462 | 3,200,237 | 1,080,884 | 64,775 | 4,959,358 | | Todd Hartman Executive Vice President, General Counsel, Chief Risk Officer and Secretary | 2024 | 800,096 | 1,499,992 | 744,279 | 68,470 | 3,112,837 | | | 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 | | Kamy Scarlett Senior Executive Vice President Corporate Affairs, Human Resources & Best Buy Canada | 2024 | 939,423 | 2,499,908 | 1,047,679 | 94,963 | 4,581,973 | | | 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 |

  95. Summary Compensation Table

    | (1) These amounts reflect actual earnings during the 53-week fiscal year 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. |

  96. 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 2024 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 February 3, 2024. |

  97. Summary Compensation Table

    | | 2024 Proxy Statement | 64 |

  98. Summary Compensation Table

    | (3) The fiscal 2024 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: |

  99. 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 | 63,249 | $5,499,501 | 94,874 | $8,249,251 | | Mr. Bilunas | 17,250 | 1,499,888 | 25,875 | 2,249,831 | | Mr. Harmon | 8,625 | 749,944 | 12,938 | 1,124,916 | | Mr. Hartman | 8,625 | 749,944 | 12,938 | 1,124,916 | | Ms. Scarlett | 14,375 | 1,249,906 | 21,563 | 1,874,859 |

  100. Summary Compensation Table

    | (4) These amounts reflect STI payments made for all fiscal years shown. The fiscal 2024 STI plan is described in the section Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive. |

  101. Summary Compensation Table

    | (5) The fiscal 2024 amounts reflected in this column include All Other Compensation as described in the following table: |

  102. Summary Compensation Table

    | Name | Retirement Plan Contribution(a) | Life Insurance Premiums(b) | Other | Total | | Ms. Barry | $12,000 | $641 | $134,599(c) | $147,240 | | Mr. Bilunas | 14,319 | 641 | 62,349(d) | 77,309 | | Mr. Harmon | 11,452 | 641 | 94,877(e) | 106,970 | | Mr. Hartman | 14,257 | 598 | 53,615(f) | 68,470 | | Ms. Scarlett | 14,325 | 641 | 79,997(g) | 94,963 |

  103. Summary Compensation Table

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

  104. Summary Compensation Table

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

  105. Summary Compensation Table

    | (c) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($52,319), the incremental cost of Ms. Barry’s use of the Company’s leased private jet for travel to outside board meetings ($69,131), Company-paid costs associated with the executive physical benefit, and Company-paid tax preparation and planning services. 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. |

  106. Summary Compensation Table

    | (d) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($43,222), and Company-paid costs associated with the executive physical benefit. |

  107. Summary Compensation Table

    | (e) The amount reflects premiums paid by us for supplemental executive long-term disability insurance, Company-paid costs associated with the executive physical benefit, Company-paid tax preparation and planning services, and Company-paid living and travel expenses during fiscal 2024 ($59,316 in total, including commercial airfare, ground transportation, rent expense of $40,934, and utilities). |

  108. Summary Compensation Table

    | (f) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($48,167), Company-paid costs associated with the executive physical benefit and Company-paid tax preparation and planning services. |

  109. Summary Compensation Table

    | (g) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($53,975), Company-paid costs associated with the executive physical benefit and Company-paid tax preparation and planning services. |

  110. Summary Compensation Table

    | 65 | | 2024 Proxy Statement |

  111. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below summarizes the grants made to each of our NEOs during fiscal 2024 under the Best Buy Co., Inc. 2020 Omnibus Incentive Plan and the Short-Term Incentive Plan:

  112. 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 | — | — | — | — | $— | | | 3/20/2023(3) | 3/7/2023 | — | — | — | 31,625 | 63,249 | 94,874 | — | 5,499,501 | | | 3/20/2023(4) | 3/7/2023 | — | — | — | — | — | — | 70,396 | 5,500,039 | | Mr. Bilunas | — | — | — | 1,341,250 | 2,682,500 | — | — | — | — | — | | | 3/20/2023(3) | 3/7/2023 | — | — | — | 8,625 | 17,250 | 25,875 | — | 1,499,888 | | | 3/20/2023(4) | 3/7/2023 | — | — | — | — | — | — | 19,199 | 1,500,018 | | Mr. Harmon | — | — | — | 741,667 | 1,483,334 | — | — | — | — | — | | | 3/20/2023(3) | 3/7/2023 | — | — | — | 4,313 | 8,625 | 12,938 | — | 749,944 | | | 3/20/2023(4) | 3/7/2023 | — | — | — | — | — | — | 9,600 | 750,048 | | Mr. Hartman | — | — | — | 981,250 | 1,962,500 | — | — | — | — | — | | | 3/20/2023(3) | 3/7/2023 | — | — | — | 4,313 | 8,625 | 12,938 | — | 749,944 | | | 3/20/2023(4) | 3/7/2023 | — | — | — | — | — | — | 9,600 | 750,048 | | Ms. Scarlett | — | — | — | 1,381,249 | 2,762,498 | — | — | — | — | — | | | 3/20/2023(3) | 3/7/2023 | — | — | — | 7,188 | 14,375 | 21,563 | — | 1,249,906 | | | 3/20/2023(4) | 3/7/2023 | — | — | — | — | — | — | 15,999 | 1,250,002 |

  113. Grants of Plan-Based Awards

    | (1) These amounts reflect the potential target and maximum payout for each NEO under our fiscal 2024 STI, which is described in greater detail under the section 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 2024 STI. The actual payout to each NEO for fiscal 2024 is provided in the following sections: Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive and the Summary Compensation Table. |

  114. 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 February 3, 2024. 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. |

  115. Grants of Plan-Based Awards

    | (3) The amounts reflect performance share awards, as discussed under the section 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 29, 2023, and ending on January 31, 2026. 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. |

  116. Grants of Plan-Based Awards

    | (4) The amount reflects time-based restricted shares, as discussed under the section 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. |

  117. Grants of Plan-Based Awards

    | | 2024 Proxy Statement | 66 |

  118. 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 2024:

  119. 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 | 3/20/2023 | | | | | 72,990(3) | $5,524,613 | 32,791(4) | $2,481,951 | | | 3/20/2022 | | | | | 39,597(3) | 2,997,097 | 26,852(5) | 2,032,428 | | | 3/20/2021 | | | | | 15,181(6) | 1,149,050 | 20,356(7) | 1,540,746 | | | 3/20/2020 | 87,503 | | 51.65 | 3/19/2030 | | | | | | | 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 | | | | | | Mr. Bilunas | 3/20/2023 | | | | | 19,908(3) | 1,506,837 | 8,944(4) | 676,971 | | | 3/20/2022 | | | | | 9,002(3) | 681,361 | 6,105(5) | 462,087 | | | 3/20/2021 | | | | | 3,159(3) | 239,105 | 4,244(7) | 321,228 | | | 3/20/2021 | | | | | 3,159(6) | 239,105 | | | | | 3/20/2020 | 20,116 | | 51.65 | 3/19/2030 | | | | | | | 3/20/2019 | 49,050 | | 69.11 | 3/19/2029 | | | | | | Mr. Harmon | 3/20/2023 | | | | | 9,955(3) | 753,494 | 4,473(4) | 338,561 | | | 3/20/2022 | | | | | 5,400(3) | 408,726 | 3,664(5) | 277,328 | | | 3/20/2021 | | | | | 9,564(3) | 723,899 | 745(7) | 56,389 | | Mr. Hartman | 3/20/2023 | | | | | 9,955(3) | 753,494 | 4,473(4) | 338,561 | | | 3/20/2022 | | | | | 5,400(3) | 408,726 | 3,664(5) | 277,328 | | | 3/20/2021 | | | | | 2,372(6) | 179,537 | 3,184(7) | 240,997 | | | 3/20/2020 | 12,573 | | 51.65 | 3/19/2030 | | | | | | Ms. Scarlett(8) | 3/20/2023 | | | | | 16,203(3) | 1,226,405 | 7,454(4) | 564,193 | | | 3/20/2022 | | | | | 6,506(3) | 492,439 | 4,520(5) | 342,119 | | | 3/20/2021 | | | | | 2,530(6) | 191,496 | 3,395(7) | 256,968 | | | 3/26/2019 | 96,166 | | 70.50 | 3/25/2029 | | | | | | | 3/20/2019 | 13,060 | | 69.11 | 3/19/2029 | | | | | | | 1/24/2019 | 27,109 | | 57.60 | 1/23/2029 | | | | |

  120. 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. |

  121. 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 $75.69 on February 2, 2024, the last trading day in fiscal 2024. |

  122. Outstanding Equity Awards at Fiscal Year-End

    | 67 | | 2024 Proxy Statement |

  123. 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. |

  124. 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 | 3/20/2023 | 70,396 | 2,594 | | | 3/20/2022 | 36,005 | 3,592 | | Mr. Bilunas | 3/20/2023 | 19,199 | 709 | | | 3/20/2022 | 8,184 | 818 | | | 3/20/2021 | 2,821 | 338 | | Mr. Harmon | 3/20/2023 | 9,600 | 355 | | | 3/20/2022 | 4,910 | 490 | | | 3/20/2021(a) | 8,532 | 1,032 | | Mr. Hartman | 3/20/2023 | 9,600 | 355 | | | 3/20/2022 | 4,910 | 490 | | Ms. Scarlett(b) | 3/20/2023 | 15,614 | 589 | | | 3/20/2022 | 5,901 | 605 |

  125. Outstanding Equity Awards at Fiscal Year-End

    | (a) Reflects two awards of time-based restricted shares having the same grant date. |

  126. Outstanding Equity Awards at Fiscal Year-End

    | (b) The number of unvested units for Ms. Scarlett is reflective of shares decremented to cover FICA taxes in December 2023. |

  127. Outstanding Equity Awards at Fiscal Year-End

    | (4) The amount reflects an outstanding fiscal 2024 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 29, 2023, and ending on January 31, 2026, 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 2024, 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. |

  128. 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 | 3/20/2023 | 31,625 | 1,166 | | Mr. Bilunas | 3/20/2023 | 8,625 | 319 | | Mr. Harmon | 3/20/2023 | 4,313 | 160 | | Mr. Hartman | 3/20/2023 | 4,313 | 160 | | Ms. Scarlett | 3/20/2023 | 7,188 | 266 |

  129. Outstanding Equity Awards at Fiscal Year-End

    | (5) The amount reflects an outstanding fiscal 2023 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 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 2024, 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. |

  130. 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 | 3/20/2022 | 24,416 | 2,436 | | Mr. Bilunas | 3/20/2022 | 5,549 | 556 | | Mr. Harmon | 3/20/2022 | 3,330 | 334 | | Mr. Hartman | 3/20/2022 | 3,330 | 334 | | Ms. Scarlett | 3/20/2022 | 4,107 | 413 |

  131. Outstanding Equity Awards at Fiscal Year-End

    | | 2024 Proxy Statement | 68 |

  132. Outstanding Equity Awards at Fiscal Year-End

    | (6) 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. |

  133. 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 | 13,538 | 1,643 | | Mr. Bilunas | 3/20/2021 | 2022 | 2,821 | 338 | | Mr. Hartman | 3/20/2021 | 2022 | 2,116 | 256 | | Ms. Scarlett | 3/20/2021 | 2022 | 2,257 | 273 |

  134. Outstanding Equity Awards at Fiscal Year-End

    | (7) 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 2024, 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. |

  135. 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 | 2,209 | | Mr. Bilunas | 3/20/2021 | 3,781 | 463 | | Mr. Harmon | 3/20/2021 | 662 | 83 | | Mr. Hartman | 3/20/2021 | 2,836 | 348 | | Ms. Scarlett | 3/20/2021 | 3,025 | 370 |

  136. Outstanding Equity Awards at Fiscal Year-End

    | (8) Ms. Scarlett met 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. |

  137. Outstanding Equity Awards at Fiscal Year-End

    | 69 | | 2024 Proxy Statement |

  138. 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 2024.

  139. 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 | 6,489(3) | $330,456 | 86,295(4) | $6,578,712 | | Mr. Bilunas | — | — | 22,506(5) | 1,720,786 | | Mr. Harmon | — | — | 16,848(6) | 1,307,541 | | Mr. Hartman | — | — | 12,451(7) | 949,274 | | Ms. Scarlett | 34,191(8) | 835,220 | 13,200(9) | 1,007,794 |

  140. 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. |

  141. Option Exercises and Stock Vested

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

  142. Option Exercises and Stock Vested

    | (3) The amount represents stock options that auto-exercised on their expiration date during fiscal 2024: |

  143. Option Exercises and Stock Vested

    | (a) on April 14, 2023, 3,243 stock options having a strike price of $23.66 auto-exercised when the market price of a share of Best Buy common stock was $73.38; and |

  144. Option Exercises and Stock Vested

    | (b) on June 16, 2023, 3,246 stock options having a strike price of $27.66 auto-exercised when the market price of a share of Best Buy common stock was $79.79. |

  145. Option Exercises and Stock Vested

    | (4) The amount represents: |

  146. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 18,399 shares that were granted on March 20, 2020, which vested on March 20, 2023; 14,467 shares that were granted on March 20, 2021, which vested on March 20, 2023; and 18,859 shares that were granted on March 20, 2022, which vested on March 20, 2023; and |

  147. Option Exercises and Stock Vested

    | (b) the shares (34,570) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2020, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the section Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  148. Option Exercises and Stock Vested

    | (5) The amount represents: |

  149. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 4,226 shares that were granted on March 20, 2020, which vested on March 20, 2023; 6,042 shares that were granted on March 20, 2021, which vested on March 20, 2023; and 4,287 shares that were granted on March 20, 2022, which vested on March 20, 2023; and |

  150. Option Exercises and Stock Vested

    | (b) the shares (7,951) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2020, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the section Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  151. Option Exercises and Stock Vested

    | (6) The amount represents: |

  152. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 3,288 shares that were granted on March 20, 2020, which vested on March 20, 2023; 9,126 shares that were granted on March 20, 2021, which vested on March 20, 2023; and 2,575 shares that were granted on March 20, 2022, which vested on March 20, 2023; and |

  153. Option Exercises and Stock Vested

    | (b) the shares (1,859) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2020, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the section Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  154. Option Exercises and Stock Vested

    | (7) The amount represents: |

  155. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 2,639 shares that were granted on March 20, 2020, which vested on March 20, 2023; 2,264 shares that were granted on March 20, 2021, which vested on March 20, 2023; and 2,575 shares that were granted on March 20, 2022, which vested on March 20, 2023; and |

  156. Option Exercises and Stock Vested

    | (b) the shares (4,973) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2020, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the section Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  157. Option Exercises and Stock Vested

    | (8) On July 5, 2023, Ms. Scarlett exercised 4,191 stock options having a strike price of $51.65 and 30,000 stock options having a strike price of $57.60 when the market price of a share of Best Buy common stock was $81.4079 and $81.2835, respectively. |

  158. Option Exercises and Stock Vested

    | (9) The amount represents: |

  159. Option Exercises and Stock Vested

    | (a) the vesting of restricted shares granted under our LTI program: 2,639 shares that were granted on March 20, 2020, which vested on March 20, 2023; 2,415 shares that were granted on March 20, 2021, which vested on March 20, 2023; and 3,173 shares that were granted on March 20, 2022, which vested on March 20, 2023; and |

  160. Option Exercises and Stock Vested

    | (b) the shares (4,973) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2020, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the section Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |

  161. Option Exercises and Stock Vested

    | | 2024 Proxy Statement | 70 |

  162. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Deferred Compensation Plan. The Best Buy Sixth Amended and Restated Deferred Compensation Plan (“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:

  163. Nonqualified Deferred Compensation

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

  164. 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. |

  165. 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. During fiscal 2024, none of the NEOs carried a balance in or made any contributions to the Deferred Compensation Plan. The options available under the Deferred Compensation Plan and their annual rates of return as of December 31, 2023, were as follows:

  166. Nonqualified Deferred Compensation

    | Investment | Rate of Return | | Fidelity VIP Balanced Service | 21.40% | | Vanguard VIF International | 14.65% | | PIMCO VIT Total Return Admin | 5.94% | | Vanguard VIF Small Company Growth | 19.65% | | PIMCO VIT High Yield Admin | 12.24% | | Vanguard VIF Equity Income | 8.10% | | Vanguard VIF Equity Index | 26.11% | | NVIT Government Money Market | 4.80% | | Franklin VIP Small Cap Value Securities | 12.75% | | T. Rowe Price Blue Chip Growth | 49.29% |

  167. 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.

  168. 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 February 2, 2024, the last business day of fiscal 2024, for each NEO, where applicable. Cash compensation. Pursuant to the terms of the Company’s severance plan as of the end of fiscal 2024, 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.

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

    | 71 | | 2024 Proxy Statement |

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

    All of the NEOs are entitled to participate in the Company’s severance plan, which provides the benefits described above in the event of involuntary termination due to job elimination, reduction in force or business restructuring. Ms. Barry’s employment agreement entitles her to receive the same benefits in the event of involuntary termination without Cause or voluntary termination with 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 instead eligible for enhanced severance pay 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. The following table provides, for each NEO, as of the end of fiscal 2024, the potential severance amount they are eligible for under the scenarios discussed above.

  171. 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 | $2,699,803 | $2,699,803 | $2,699,803 | $9,871,904 | | Mr. Bilunas | — | — | 1,897,361 | — | | Mr. Harmon | — | — | 1,608,904 | — | | Mr. Hartman | — | — | 1,677,212 | — | | Ms. Scarlett | — | — | 1,979,298 | — |

  172. 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). |

  173. 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 2024, all of the NEOs were employed with us through the end of fiscal 2024, which was the end of the fiscal 2024 STI plan. Each of their fiscal 2024 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.

  174. 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. |

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

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

  176. 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. |

  177. 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. |

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

    | | 2024 Proxy Statement | 72 |

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

    As of the end of fiscal 2024, none of the NEOs had any unvested stock options (see the Outstanding Equity Awards at Fiscal Year-End section for additional detail). 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 each NEO, as of the end of fiscal 2024, 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 February 2, 2024, the last business day in fiscal 2024.

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

    | Name | Death or Disability | | Ms. Barry | $9,670,760 | | Mr. Bilunas | 2,666,407 | | Mr. Harmon | 1,886,119 | | Mr. Hartman | 1,341,757 | | Ms. Scarlett(1) | 1,910,340 |

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

    | (1) Ms. Scarlett has met the age and service conditions for qualified retirement, therefore upon retirement her unvested restricted share and restricted stock unit awards (as reflected in the Outstanding Equity Awards at Fiscal Year-End section) would continue to vest according to their normal vesting schedules. |

  182. 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.

  183. 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 prior to termination). | | -Involuntary termination without Cause; and -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). 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. |

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

    | 73 | | 2024 Proxy Statement |

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

    The table below provides, for each NEO, as of the end of fiscal 2024, 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. All values below were calculated using the closing price of our common stock as quoted on the NYSE on February 2, 2024, the last business day in fiscal 2024, and assume the same vesting percentage (50% for all awards) as reflected in the Outstanding Equity Awards at Fiscal Year-End section.

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

    | Name | Death or Disability | Involuntary Termination without Cause | Qualified Retirement | Change-of-Control(1) | | Ms. Barry | $3,735,720 | $3,735,720 | $— | $12,110,097 | | Mr. Bilunas | 858,176 | 858,176 | — | 2,920,347 | | Mr. Harmon | 355,829 | 355,829 | — | 1,344,406 | | Mr. Hartman | 540,399 | 540,399 | — | 1,713,546 | | Ms. Scarlett | 675,688 | 675,688 | 675,688 | 2,326,256 |

  187. 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. |

  188. 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 have historically agreed 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. For awards granted after July 1, 2023, our LTI award agreements no longer contain non-compete provisions. 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.

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

    | | 2024 Proxy Statement | 74 |

  190. 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 the Compensation Discussion and Analysis — Factors in Decision-Making section. In March 2023, the Compensation Committee and Board reviewed and approved the fiscal 2024 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 2024 cash compensation for our non-management directors consisted of the following annual retainers:

  191. 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 |

  192. 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). |

  193. 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 13, 2023, 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 2,545 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 1,761 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. The Compensation Committee also considers prorated equity awards for new directors who are appointed to the Board between each annual grant. As such, on June 13, 2023, the Compensation Committee also approved prorated equity awards for new directors, Ms. Sistani and Ms. Whittington, of 665 restricted stock units. Additionally, on September 5, 2023, the Compensation Committee approved an annual equity award for new director, Mr. Kimbell, of 2,353 restricted stock units.

  194. Director Compensation

    | 75 | | 2024 Proxy Statement |

  195. Director Compensation

    Director Compensation Table The following table summarizes the compensation earned during fiscal 2024 by our non-management directors:

  196. Director Compensation

    | Name(1) | Fees Earned or Paid In Cash | Stock Awards(2) | All Other Compensation(3) | Total | | Lisa M. Caputo(4) | $120,000 | $195,049 | $— | $315,049 | | J. Patrick Doyle(5)* | 165,000 | 330,012 | — | 495,012 | | David W. Kenny(6) | 120,000 | 195,049 | — | 315,049 | | David C. Kimbell(7) | 50,549 | 195,064 | — | 245,613 | | Mario J. Marte(8) | 115,659 | 195,049 | — | 310,708 | | Karen L. McLoughlin(9) | 120,000 | 195,049 | — | 315,049 | | Thomas L. Millner(10) | 46,978 | — | 14,815 | 61,793 | | Claudia F. Munce | 100,000 | 195,049 | — | 295,049 | | Richelle P. Parham | 100,000 | 195,049 | — | 295,049 | | Steven E. Rendle | 100,000 | 195,049 | — | 295,049 | | Sima D. Sistani(11) | 84,066 | 243,807 | — | 327,873 | | Melinda D. Whittington(12) | 84,066 | 243,807 | — | 327,873 | | Eugene A. Woods* | 100,000 | 195,049 | — | 295,049 |

  197. Director Compensation

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

  198. Director Compensation

    | (1) Ms. Barry, our only management director during fiscal 2024, did not receive any compensation for serving as director. |

  199. 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 2024, measured in accordance with ASC Topic 718, including annual awards and the prorated new director awards that are described above the table. As of February 3, 2024, 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 — 2,610 unvested units and 42,171 deferred units; Mr. Doyle — 4,415 unvested units and 38,128 deferred units; Mr. Kenny — 2,610 unvested units and 38,148 deferred units; Mr. Kimbell — 2,382 unvested units and 0 deferred units; Mr. Marte – 2,610 unvested units and 5,846 deferred units; Ms. McLoughlin — 2,610 unvested units and 28,011 deferred units; Mr. Millner — 0 unvested units and 0 deferred units; Ms. Munce — 2,610 unvested units and 25,788 deferred units; Ms. Parham — 2,610 unvested units and 14,477 deferred units; Mr. Rendle — 2,610 unvested units and 5,310 deferred units; Ms. Sistani — 3,293 unvested units and 0 deferred units; Ms. Whittington — 3,293 unvested units and 0 deferred units; and Mr. Woods — 2,610 unvested units and 13,354 deferred units. |

  200. Director Compensation

    | (3) Pursuant to the terms of the restricted stock units granted to Mr. Millner on January 13, 2014, he is entitled to an accrual of dividend equivalents from the vesting date (January 13, 2015) through the date when the restricted stock units are issued as shares (upon departure from the Board). The dividend equivalent accruals are settled in cash at the time the shares are delivered. The amount in this column reflects the dividend equivalent payment to Mr. Millner following his departure last year. |

  201. Director Compensation

    | (4) Ms. Caputo is chair of the Nominating Committee. |

  202. Director Compensation

    | (5) Mr. Doyle serves as our non-executive chair. |

  203. Director Compensation

    | (6) Mr. Kenny is chair of the Compensation Committee. |

  204. Director Compensation

    | (7) Mr. Kimbell was appointed to the Board on July 28, 2023. |

  205. Director Compensation

    | (8) Mr. Marte became the chair of the Audit Committee on June 14, 2023. |

  206. Director Compensation

    | (9) Ms. McLoughlin is chair of the Finance and Investment Policy Committee. |

  207. Director Compensation

    | (10) Mr. Millner’s Board service ended on June 14, 2023, at the conclusion of our 2023 Regular Meeting of Shareholders. He was also chair of the Audit Committee through that date. |

  208. Director Compensation

    | (11) Ms. Sistani was appointed to the Board on March 28, 2023. |

  209. Director Compensation

    | (12) Ms. Whittington was appointed to the Board on March 28, 2023. |

  210. 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 2024, 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.

  211. Director Compensation

    | | 2024 Proxy Statement | 76 |

  212. Director Compensation

    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 Compensation of Executive Officers — Nonqualified Deferred Compensation section. 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.

  213. Director Compensation

    | 77 | | 2024 Proxy Statement |

  214. 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 2024, our last completed fiscal year, Ms. Barry’s annual total compensation was $14,443,881 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 2024 was $32,656. As a result, we estimate that Ms. Barry’s annual total compensation was approximately 442 times that of our median employee. In determining the median employee:

  215. CEO Pay Ratio

    | • | We prepared a list of all Best Buy employees as of February 3, 2024. As of February 3, 2024, we had approximately 87,830 employees, including 77,970 U.S. employees, and 9,860 non-U.S. employees. In identifying our median employee, we included our approximately 9,585 Canadian employees, but, in accordance with SEC rules, we excluded our employees in: China (152 employees), United Kingdom (116 employees), France (1 employee), Greece (1 employee), Italy (1 employee) and Spain (1 employee), representing approximately 0.3% in the aggregate of our worldwide workforce. After excluding employees in these countries, as of February 3, 2024, we had approximately 87,560 employees. |

  216. 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 was then identified from the annualized list. |

  217. CEO Pay Ratio

    | | 2024 Proxy Statement | 78 |

  218. 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 2024 and the three preceding fiscal years.

  219. 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) | | 2024* | $14,443,881 | $9,236,657 | $3,906,497 | $2,769,085 | $103.47 | $162.21 | $1,241 | $1,789 | | 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 |

  220. Pay Versus Performance

    | * There were 53 weeks in fiscal year 2024 as compared to 52 weeks in each of the three preceding fiscal years. |

  221. 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 2024, see the Summary Compensation Table in this Proxy Statement. |

  222. Pay Versus Performance

    | (2) To calculate CAP, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation for fiscal year 2024 for Ms. Barry as well as for our non-PEO NEOs in accordance with the requirements of Item 402(v)(2)(iii): |

  223. Pay Versus Performance

    | Adjustments(x) | Fiscal Year 2024 | | | | PEO | Avg. Non- PEO NEOs | | Summary Compensation Table Total | $14,443,881 | $3,906,497 | | Deduct amounts reported in the Stock Awards and Option Awards column of Summary Compensation Table(y) | (10,999,540) | (2,124,949) | | Add fair value(z) of current year equity awards at end of current fiscal year | 10,175,618 | 1,958,685 | | Add change in fair value(z) of prior years' equity awards that remained unvested at end of current fiscal year | (2,099,376) | (368,498) | | Add change in fair value(z) of prior years' equity awards that vested during current fiscal year | (2,283,926) | (602,650) | | Deduct fair value(z) of prior years’ equity awards that failed to meet the applicable vesting conditions during the current fiscal year | — | — | | CAP Total | $9,236,657 | $2,769,085 |

  224. 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 fiscal year 2024 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 fiscal year 2024; and (4) the company does not offer pension plans to U.S.-based employees. |

  225. 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 sections. |

  226. 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. 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 February 3, 2024, included in the Company’s Annual Report on Form 10-K. |

  227. 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: 2024 – Mr. Bilunas, Mr. Harmon, Mr. Hartman, and Ms. Scarlett; 2023 – Mr. Bilunas, Mr. Hartman, Ms. Scarlett, and Mr. Tilzer; 2022 – Mr. Bilunas, Mr. Bonfig, Mr. Harmon, and 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. |

  228. 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. |

  229. Pay Versus Performance

    | 79 | | 2024 Proxy Statement |

  230. Pay Versus Performance

    | (5) Total shareholder return as calculated based on a fixed investment of $100 in the Standard & Poor (S&P) 500 Consumer Discretionary Distribution & Retail Index, formerly called the S&P 500 Retailing Group Industry Index (the“S&P 500 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. |

  231. Pay Versus Performance

    | (6) As reported in the Annual Report for Form 10-K for the fiscal year ended February 3, 2024, these amounts reflect “Net Earnings” of the Company. |

  232. 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. |

  233. Pay Versus Performance

    | | 2024 Proxy Statement | 80 |

  234. 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.

  235. Pay Versus Performance

    | 81 | | 2024 Proxy Statement |

  236. 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 the Compensation Discussion and Analysis – Executive Compensation Elements section, specifically under the subheadings “Short-Term Incentive” and “Long-Term Incentive.”

  237. Pay Versus Performance

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

  238. 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.

  239. Pay Versus Performance

    | | 2024 Proxy Statement | 82 |