DEF 14A of Best Buy Co Inc, May 1, 2025

DEF 14A of Best Buy Co Inc

Filed May 1, 2025 · FY20250001140361-25-016935

Open on EDGAR

  1. Composition of Board Nominees (as of May 1, 2025)

    Composition of Board Nominees (as of May 1, 2025)

  2. Composition of Board Nominees (as of May 1, 2025)

    | 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 section of this proxy statement. | | Page 29 |

  3. Composition of Board Nominees (as of May 1, 2025)

    | 6 | 2025 Proxy Statement | |

  4. Composition of Board Nominees (as of May 1, 2025)

    Item No. 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm The Board recommends a vote FOR ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. Deloitte & Touche LLP (“D&T”) served as our independent registered public accounting firm for fiscal 2025. Our Audit Committee has selected D&T to audit our financial statements for fiscal 2026 and is submitting its selection of our independent registered public accounting firm for ratification by the shareholders in order to ascertain the view of our shareholders on this selection. The following table summarizes the aggregate fees incurred for services rendered by D&T during fiscal 2025 and fiscal 2024.

  5. Composition of Board Nominees (as of May 1, 2025)

    | Service Type | Fiscal 2025 | Fiscal 2024 | | Audit Fees | $3,773,000 | $3,665,000 | | Audit-Related Fees | 1,436,000 | 364,000 | | Tax Fees | 152,000 | 0 | | Other Fees | 0 | 11,000 | | Total Fees | $5,361,000 | $4,040,000 |

  6. Composition of Board Nominees (as of May 1, 2025)

    | Additional information can be found in Item of Business No. 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm section of this proxy statement. | | Page 49 |

  7. Composition of Board Nominees (as of May 1, 2025)

    Item No. 3 — Advisory Vote to Approve Named Executive Officer Compensation The Board recommends a vote FOR approval of our named executive officer (“NEO”) compensation. Our shareholders have consistently strongly supported our executive compensation program. For the last five years, our average Say-on-Pay vote has been 93.1%. We believe this support reflects our strong pay-for-performance philosophy, our commitment to sound compensation policies and our active engagement and open dialogue with our shareholders. The Compensation and Human Resources Committee regularly takes feedback received from shareholders into consideration when making decisions regarding our executive compensation program. Our executive compensation program contains the following elements:

  8. Composition of Board Nominees (as of May 1, 2025)

    | Compensation Component | Key Characteristics | Purpose | | Base Salary | Cash | Provide competitive, fixed compensation to attract and retain executive talent. | | Short-Term Incentive “STI” | Cash award paid based on achievement of various performance metrics | Create a strong financial incentive for achieving or exceeding Company performance goals. | | Long-Term Incentive “LTI” | Time-based restricted shares and performance share awards | Create a strong financial incentive for increasing shareholder value, encourage ownership stake, and promote retention. |

  9. Composition of Board Nominees (as of May 1, 2025)

    | | 2025 Proxy Statement | 7 |

  10. Composition of Board Nominees (as of May 1, 2025)

    Pay is tied to performance. The majority of target executive compensation is not guaranteed and is based on performance metrics designed to drive shareholder value, as summarized below for the CEO and other NEOs (excluding the CEO).

  11. Composition of Board Nominees (as of May 1, 2025)

    | Additional information can be found in Item of Business No. 3 — Advisory Vote to Approve Named Executive Officer Compensation and the Compensation Discussion and Analysis sections of this proxy statement. | | Page 51 |

  12. Composition of Board Nominees (as of May 1, 2025)

    Item No. 4 — Approval of Amendment No. 1 to our 2020 Omnibus Incentive Plan The Board recommends a vote FOR approval of Amendment No. 1 to our 2020 Omnibus Incentive Plan (the “Amendment No. 1”). On April 18, 2025, the Board adopted Amendment No. 1 to the 2020 Plan, subject to the approval of our shareholders. The amendment would increase the maximum number of shares of our common stock that are authorized for issuance under the 2020 Plan from 21.70 million to 33.73 million, an increase of 12.03 million shares.

  13. Composition of Board Nominees (as of May 1, 2025)

    | Additional information can be found in Item of Business No. 4 — Approval of Amendment No. 1 to our 2020 Omnibus Incentive Plan section of this proxy statement. | | Page 84 |

  14. Composition of Board Nominees (as of May 1, 2025)

    | 8 | 2025 Proxy Statement | |

  15. Composition of Board Nominees (as of May 1, 2025)

    Shareholder Proposals Item No. 5 — Shareholder Proposal – Support for Shareholder Right to Act by Written Consent The Board recommends a vote AGAINST the shareholder proposal requesting that our Board take the steps necessary to permit written consent by shareholders.

  16. Composition of Board Nominees (as of May 1, 2025)

    | Additional information can be found in Item of Business No. 5 — Shareholder Proposal – Support for Shareholder Right to Act by Written Consent section of this proxy statement. | | Page 93 |

  17. Composition of Board Nominees (as of May 1, 2025)

    Item No. 6 — Shareholder Proposal – Request to Cease CEI Participation The Board recommends a vote AGAINST the shareholder proposal requesting that our Board consider ending the Company’s participation the Human Rights Campaign’s Corporate Equality Index.

  18. Composition of Board Nominees (as of May 1, 2025)

    | Additional information can be found in Item of Business No. 6 — Shareholder Proposal – Request to Cease CEI Participation section of this proxy statement. | | Page 98 |

  19. Composition of Board Nominees (as of May 1, 2025)

    Item No. 7 — Shareholder Proposal – Report on the Company’s LGBTQIA+ Efforts in its Human Capital Management Strategy The Board recommends a vote AGAINST the shareholder proposal requesting that our Board publish a report on the Company’s LGBTQIA+ efforts in its human capital management strategy.

  20. Composition of Board Nominees (as of May 1, 2025)

    | Additional information can be found in Item of Business No. 7 — Shareholder Proposal – Publish a Report on the Company’s LGBTQIA+ Efforts in its Human Capital Management Strategy section of this proxy statement. | | Page 101 |

  21. Composition of Board Nominees (as of May 1, 2025)

    | | 2025 Proxy Statement | 9 |

  22. Composition of Board Nominees (as of May 1, 2025)

    Item No. 8 — Shareholder Proposal – Publish a Climate Transition Plan to Achieve Stated Goals The Board recommends a vote AGAINST the shareholder proposal requesting that our Board issue a climate transition action plan above and beyond our existing disclosures.

  23. Composition of Board Nominees (as of May 1, 2025)

    | Additional information can be found in Item of Business No. 8 — Shareholder Proposal – Publish Climate Transition Plan to Achieve Stated Goals section of this proxy statement. | | Page 104 |

  24. Composition of Board Nominees (as of May 1, 2025)

    | 10 | 2025 Proxy Statement | |

  25. Composition of Board Nominees (as of May 1, 2025)

    | | BEST BUY CO., INC. 7601 Penn Avenue South Richfield, Minnesota 55423 |

  26. Composition of Board Nominees (as of May 1, 2025)

    | | Proxy Statement | |

  27. Composition of Board Nominees (as of May 1, 2025)

    Regular Meeting of Shareholders — June 13, 2025 General Information This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of Best Buy Co., Inc. (“Best Buy,” “we,” “us,” “our” or the “Company”) to be voted at our 2025 Regular Meeting of Shareholders (the “Meeting”) to be held virtually on Friday, June 13, 2025, at 9:00 a.m., Central Time, at www.virtualshareholdermeeting.com/BBY2025 or at any postponement or adjournment of the Meeting. On or about May 1, 2025, we mailed or made available our proxy materials, including the proxy statement, our Annual Report and form of proxy or the Notice of Internet Availability.

  28. Director Nominees (Ages and Committee roles as of May 1, 2025)

    Director Nominees (Ages and Committee roles as of May 1, 2025) 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. There are no arrangements or understanding between any director nominee and any other person pursuant to which such nominee was or is to be selected as a director or nominee. Each director on our Board is serving a term expiring at the Meeting.

  29. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | 32 | 2025 Proxy Statement | |

  30. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | Chief Executive Officer Best Buy Co., Inc. Non-Independent Director Director Since: June 2019 Age: 50 Education: College of St. Benedict Committees: None 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. | | | | Experience | 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 Corporate Governance Customer Engagement / Marketing Digital / e-Commerce CR&S Finance Growth & Transformation Philanthropy / Non-Profits Retail / Consumer Service Technology Cybersecurity |

  31. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | | 2025 Proxy Statement | 33 |

  32. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | Executive Vice President and Chief Marketing, Communications and Customer Experience Officer, The Travelers Companies, Inc. Independent Director Director Since: December 2009 Age: 61 Education: Brown University Northwestern University Committees: Compensation Nominating (Chair) 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 | 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 Citigroup's Women & Co., a membership service that provides financial education and services for women (2000-2011) | Corporate Governance Customer Engagement / Marketing Digital / e-Commerce CR&S Finance Philanthropy & Non-Profits Retail / Consumer Service |

  33. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | 34 | 2025 Proxy Statement | |

  34. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | Executive Chairman, Nielsen Independent Director Director Since: September 2013 Age: 63 Education: GM Institute (Kettering University) Harvard University Committees: None 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 | 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) | Business Operations Chief Executive Officer Corporate Governance Customer Engagement / Marketing Digital / e-Commerce CR&S Finance Growth / Transformation Philanthropy / Non-Profits Professional Services Retail / Consumer Service Technology |

  35. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | | 2025 Proxy Statement | 35 |

  36. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | Former Chief Executive Officer Independent Director Director Since: July 2023 Age: 58 Education: DePauw University Purdue University Committees: Compensation (Chair) Finance & Investment Policy Other Public Boards: None | David C. Kimbell | | | | Mr. Kimbell is a seasoned executive with more than 25 years of leadership experience in retail and consumer-driven businesses. As former Chief Executive Officer of Ulta Beauty, Inc., he brings strong expertise in marketing, retail, and business transformation to the Board, which will help Best Buy evolve the future of retail. CEO / Executive Leadership Mr. Kimbell served as CEO of Ulta Beauty, the largest specialty beauty retailer in the U.S., from June 2021 until January 2025. 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 | Qualifications | | | • CEO and director, Ulta Beauty (2021-2025) • 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) | Business Operations Chief Executive Officer Corporate Governance Customer Engagement / Marketing Growth / Transformation Philanthropy / Non-Profits Retail / Consumer Services |

  37. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | 36 | 2025 Proxy Statement | |

  38. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | Retired Chief Financial Officer Independent Director Director Since: January 2021 Age: 49 Education: University of South Florida Duke University Committees: Audit (Chair) Nominating 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. 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 | 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) | Business Operations Customer Engagement / Marketing Digital / e-Commerce Finance Growth / Transformation Investments / Venture Capital Philanthropy / Non-Profits Retail / Consumer Service |

  39. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | | 2025 Proxy Statement | 37 |

  40. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | Retired Chief Financial Officer Independent Director Director Since: September 2015 Age: 60 Education: Wellesley College Columbia University Committees: Audit Finance & Investment Policy (Chair) 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. | | | | Experience | 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 Growth / Transformation Healthcare Philanthropy / Non-Profits Professional Services Technology Cybersecurity |

  41. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | 38 | 2025 Proxy Statement | |

  42. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | Venture Advisor, New Enterprise Associates Independent Director Director Since: March 2016 Age: 65 Education: Santa Clara University School of Engineering Stanford University Graduate School of Business Committees: Audit Compensation 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. | | | | Experience | 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) | Business Operations Digital / e-Commerce Growth / Transformation Investments / Venture Capital Philanthropy / Non-Profits Technology Cybersecurity |

  43. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | | 2025 Proxy Statement | 39 |

  44. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | President of Global e-Commerce and Business Development, Universal Music Group Independent Director Director Since: March 2018 Age: 57 Education: Drexel University Committees: Compensation Nominating 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 | 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) | Business Operations Customer Engagement / Marketing Digital / e-Commerce Finance Growth / Transformation Healthcare Investment / Venture Capital Philanthropy / Non-Profits Retail / Consumer Services |

  45. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | 40 | 2025 Proxy Statement | |

  46. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | Retired Chief Executive Officer Independent Director Director Since: March 2021 Age: 65 Education: University of Washington Committees: Audit Finance & Investment Policy 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 | 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 CR&S Growth / Transformation Investments / Venture Capital Philanthropy / Non-Profits Retail / Consumer Service |

  47. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | | 2025 Proxy Statement | 41 |

  48. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | Former Chief Executive Officer Independent Director Director Since: March 2023 Age: 45 Education: Duke University Northwestern University Committees: Nominating Finance & Investment Policy Other Public Boards: None | Sima D. Sistani | | | | Ms. Sistani brings to the Board more than 20 years of leadership experience in the media and technology industries, specializing in bringing startups to life and building digital communities. As a former 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 served as the CEO of WW International, Inc., a company focused on helping people adopt healthy habits through human-centric technology and community from March 2022 to September 2024. 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 brought to her role as CEO of WW. | | | | Experience | Qualifications | | | • CEO and director, WW International, Inc. (March 2022-September 2024) • 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 Customer Engagement / Marketing Digital / e-Commerce Growth / Transformation Healthcare Technology |

  49. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | 42 | 2025 Proxy Statement | |

  50. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | President, Chief Executive Officer and Board Chair, La-Z-Boy Incorporated Independent Director Director Since: March 2023 Age: 57 Education: The Ohio State University Committees: Audit Finance & Investment Policy 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 | Qualifications | | | • President and Chief Executive Officer, La-Z-Boy Incorporated (2021-present) • Board Chair, La-Z-Boy Incorporated (2024-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) | Business Operations Chief Executive Officer Corporate Governance Customer Engagement / Marketing Finance Growth / Transformation Philanthropy / Non-Profits Professional Services Retail / Consumer Service |

  51. Director Nominees (Ages and Committee roles as of May 1, 2025)

    | | 2025 Proxy Statement | 43 |

  52. Jason Bonfig

    Jason Bonfig Jason Bonfig is our Senior Executive Vice President, Customer Offering, Fulfillment & Best Buy Canada. Mr. Bonfig’s fiancée is employed with us as a Senior Vice President of Omnichannel Operations at our corporate headquarters in Richfield, Minnesota. Her total cash compensation in fiscal 2025 was approximately $469,994. She also received an annual long-term incentive award of 3,341 time-based restricted shares, which vest in one-third increments on each anniversary of the grant for three years, and 1,039 performance shares, which vest after three years based on achievement of performance. She also received a special one-time grant of 4,454 time-based restricted shares in fiscal 2025. Her awards are consistent with awards for other employees at her level. She is eligible to receive employee benefits generally available to all employees. Her employment with us began in 1997. She is compensated at a level comparable to the compensation paid to unrelated employees in similar positions at Best Buy.

  53. Jason Bonfig

    | | 2025 Proxy Statement | 47 |

  54. Jason Bonfig

    Audit Committee Report The key responsibility of the Audit Committee is to assist the Board in overseeing the integrity of the Company’s financial statements and financial reporting processes. The Audit Committee’s charter, which was approved by our Board, is posted on our website at www.investors.bestbuy.com. For fiscal 2025, the Audit Committee included five members. All Audit Committee members meet the SEC and NYSE definitions of independence and financial literacy for audit committee members. The Board has determined that Mr. Marte, Ms. McLoughlin and Ms. Whittington are “audit committee financial experts” for purposes of SEC rules based on their relevant experience. No member of the Audit Committee serves on the audit committee of more than three public companies.

  55. Executive Summary

    These fiscal 2025 results were stronger compared to our goals relative to our fiscal 2024 performance, resulting in a payout of 83.34% of target for our short-term incentive awards. See the Executive Compensation Elements—Short-Term Incentive section for our description of our fiscal 2025 STI plan. The results of the performance share awards that were awarded in fiscal 2023 and will be paid out in fiscal 2026, 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 2025), have not been approved by the Compensation Committee as of the date of this filing. These awards are explained in further detail within the Executive Compensation Elements section of this proxy statement. As has been the case for the past several years, the Compensation Committee and management remain focused on attracting, motivating and retaining executive talent through performance-based compensation while avoiding compensation outcomes driven by temporary external factors. As we look ahead to fiscal 2026, we are focused on continuing to strengthen our industry positioning, building and scaling new profit streams, and continuing the momentum from fiscal 2025 in expanding our profitability.

  56. 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. |

  57. 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. |

  58. 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. |

  59. 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. |

  60. 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 agreements. 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. |

  61. Compensation Consultant Independence

    Compensation Consultant Independence The Compensation Committee reviewed the independence of FW Cook under NYSE and SEC rules. Based on its review and information provided by FW Cook regarding the provision of its services, fees, policies and procedures, presence (if any) of any conflicts of interest, ownership of Best Buy stock and other relevant factors, the Compensation Committee concluded that the work of FW Cook has not raised any conflicts of interest and deemed them to be an independent advisor to the Compensation Committee.

  62. Compensation Consultant Independence

    | | 2025 Proxy Statement | 55 |

  63. Market Competitive Data

    Market Competitive Data For fiscal 2025, 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.

  64. Compensation Peer Group for Fiscal 2025

    Compensation Peer Group for Fiscal 2025 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 2025, the peer group was approved after consideration of the following criteria:

  65. Compensation Peer Group for Fiscal 2025

    | • | Business model: combination of omni-channel retailers, health care services providers and technology services/solutions providers; |

  66. Compensation Peer Group for Fiscal 2025

    | • | Size and scope: revenue and market cap; |

  67. Compensation Peer Group for Fiscal 2025

    | • | Current peers: preference, but not obligation, toward consistency in an effort to maintain reliability from year to year in the results of our compensation analysis; and |

  68. Compensation Peer Group for Fiscal 2025

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

  69. Compensation Peer Group for Fiscal 2025

    The Compensation Committee considered the Company’s position relative to the peer group and made no changes to our peer group for fiscal 2025. Our peer group consisted of the following companies for fiscal 2025:

  70. Compensation Peer Group for Fiscal 2025

    | Amazon.com, Inc. (AMZN) | The Home Depot, Inc. (HD) | Nordstrom, Inc. (JWN) | | CarMax, Inc. (KMX) | Kohl’s Corporation (KSS) | Target Corporation (TGT) | | CDW Corporation (CDW) | Lowe’s Companies Inc. (LOW) | Wal-Mart, Inc. (WMT) | | CVS Health Corporation (CVS) | Macy’s, Inc. (M) | Walgreens Boots Alliance, Inc. (WBA) | | eBay Inc. (EBAY) | Nike, Inc. (NKE) | |

  71. Compensation Peer Group for Fiscal 2025

    | 56 | 2025 Proxy Statement | |

  72. Overview

    | 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 2025 metrics were: • Enterprise Operating Income — 45% • Enterprise Revenue — 45% • Shared Success — 10% | | 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 on relative total shareholder return 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. |

  73. 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 2025 STI plan as part of its review of the NEOs’ total fiscal 2025 target compensation in March 2024. 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 percentage for Messrs. Bonfig and Harmon were increased to improve internal alignment based on the scope of their roles.

  74. Short-Term Incentive

    | Name | Fiscal 2024 Target Payout Percentage | Fiscal 2025 Target Payout Percentage(1) | | Ms. Barry | 200% | 200% | | Mr. Bilunas | 150% | 150% | | Mr. Bonfig | 100% | 125% | | Mr. Harmon | 100% | 125% | | Ms. Scarlett | 150% | 150% |

  75. Short-Term Incentive

    | (1) The Target Payout Percentage for Messrs. Bonfig and Harmon were increased from 100% to 125% two months into fiscal 2025. Their final STI Payment amounts were pro-rated accordingly, resulting in a target payout percentage of 121%. |

  76. Short-Term Incentive

    Fiscal 2025 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 2025 STI plan:

  77. Short-Term Incentive

    | STI Metric | Metric Weighting | Definition | | Compensable Enterprise Operating Income | 45% | Enterprise adjusted operating income, adjusted for differences from targeted foreign exchange rates. | | Compensable Enterprise Revenue | 45% | 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. | | Shared Success | 10% | Progress towards three priorities: Culture of Belonging, Social Impact and Sustainability. |

  78. Short-Term Incentive

    For fiscal 2025, the Compensation Committee elected to once again approve a plan design concentrated on financial performance metrics while maintaining a small portion that was scored based on an informed judgment of performance in three areas. In March 2024, 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 another challenging year and anticipated this trend to continue. As such, we set our fiscal 2025 target performance goals for Compensable Enterprise Operating Income near fiscal 2024 results, and Compensable Enterprise Revenue below fiscal 2024 results, which was consistent with the guidance provided to shareholders at the start of fiscal 2025. We set the weighting for Compensable Enterprise Operating Income and Compensable Enterprise Revenue at 45% of the overall opportunity for each metric to reinforce the focus on both of those measures for fiscal 2025. The weight of the qualitative portion of the plan was set at 10% of the overall opportunity, and again 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 Compensation Committee charged management with updating the Compensation Committee on actions taken and results throughout fiscal 2025 relative to progress towards the goals in each of the stated areas. At the end of fiscal 2025, management presented its summary of actions taken throughout the year and a recommendation for the Shared Success score. The Board was proud of the Company’s ability to continue to make progress towards these goals. In discussing the Shared Success score, the Compensation Committee focused on the following areas:

  79. Short-Term Incentive

    | • | Culture of Belonging. The Company regularly reviews and monitors employee engagement survey results and employee turnover data to ensure meaningful progress towards fostering a welcoming environment for all employees. Our employee engagement scores increased from fiscal 2024 to fiscal 2025, and we achieved our lowest employee turnover in six years. |

  80. Short-Term Incentive

    | | 2025 Proxy Statement | 59 |

  81. 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 1, 2025, the Best Buy Foundation supported a network of 65 Best Buy Teen Tech Center® locations across the U.S. and Canada. We also continue to evolve Best Buy Teen Tech Center® programming to include internships, scholarships and technical skills credentialing for center members. |

  82. Short-Term Incentive

    | • | Sustainability. We remain committed to propelling the circular economy forward through reuse and responsible recycling, which reduces waste and preserves resources. We continue to provide energy-efficient product options to our customers, which helps them live more sustainably. We made more progress toward our carbon neutrality goals by continuing our efforts to reduce carbon emissions and supporting energy efficiency programs. |

  83. Short-Term Incentive

    The following chart shows actual fiscal 2025 performance compared to the minimum, target and maximum goals for Compensable Enterprise Operating Income and Compensable Enterprise Revenue. For each metric, performance below the minimum threshold 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 2025, the Company met the minimum performance threshold for Compensable Enterprise Operating Income and Compensable Enterprise Revenue, and after review of the Company’s Shared Success progress the Compensation Committee approved an above-target score on that metric.

  84. Short-Term Incentive

    | Metric ($ in millions) | Minimum | Target | Maximum | Actual Result | Metric Score | | Compensable Enterprise Operating Income(1) (45%) | $1,523 | $1,792 | $2,060 | $1,761 | 0.88 | | Compensable Enterprise Revenue(2) (45%) | 40,532 | 42,665 | 44,798 | 41,660 | 0.63 | | Shared Success(3) (10%) | N/A | N/A | N/A | | 1.50 | | | | Fiscal 2025 Blended Score: | | | 0.8334 |

  85. Short-Term Incentive

    | (1) Compensable Enterprise Operating Income was determined based on adjusted operating income of $1,755 million as reported in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, adjusted for differences from targeted foreign exchange rates. For further information related to the calculation of adjusted operating income, please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations---Non-GAAP Financial Measures, of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025. |

  86. Short-Term Incentive

    | (2) Compensable Enterprise Revenue was determined based on revenue from continuing operations of $41,528 million as reported in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, adjusted for differences from targeted foreign exchange rates. |

  87. Short-Term Incentive

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

  88. Short-Term Incentive

    The following chart shows fiscal 2025 STI opportunities and payments as a dollar value and percent of annual base salary:

  89. Short-Term Incentive

    | Name | Fiscal 2025 Annual Base Salary(1) | Target Payout Percentage(2) | Target Payout Value, Based on Annual Earnings | Fiscal 2025 STI Score | Fiscal 2025 STI Payment | | Ms. Barry | $1,300,000 | 200% | $2,600,000 | 0.8334 | $2,166,840 | | Mr. Bilunas | 929,167 | 150% | 1,393,750 | 0.8334 | 1,161,551 | | Mr. Bonfig | 791,667 | 100%/125% | 958,333 | 0.8334 | 798,675 | | Mr. Harmon | 791,667 | 100%/125% | 958,333 | 0.8334 | 798,675 | | Ms. Scarlett | 925,000 | 150% | 1,387,500 | 0.8334 | 1,156,342 |

  90. 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. |

  91. Short-Term Incentive

    | (2) The Target Payout Percentage for Messrs. Bonfig and Harmon were increased from 100% to 125% two months into the fiscal year. Their final STI Payment amounts were pro-rated accordingly, resulting in a target payout percentage of 121%. |

  92. Short-Term Incentive

    | 60 | 2025 Proxy Statement | |

  93. 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 2024, the Compensation Committee approved LTI awards to our NEOs pursuant to our fiscal 2025 LTI program under our 2020 Omnibus Incentive Plan. Form of Fiscal 2025 LTI Award. The fiscal 2025 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 2025, 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 2025). In fiscal 2025, 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:

  94. 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% |

  95. 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 2025 LTI Target Award Values. In March 2024, the Compensation Committee approved the executive team’s fiscal 2025 compensation, which included increased target award values for Ms. Barry and Messrs. Bilunas, Harmon and Bonfig 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 2025 LTI awards for each NEO are set forth below.

  96. Long-Term Incentive

    | Name | Fiscal 2024 Target Grant Date Value | Fiscal 2025 Target Grant Date Value | | Ms. Barry | $11,000,000 | $12,500,000 | | Mr. Bilunas | 3,000,000 | 3,350,000 | | Mr. Bonfig | 1,500,000 | 2,000,000 | | Mr. Harmon | 1,500,000 | 1,750,000 | | Ms. Scarlett | 2,500,000 | 2,500,000 |

  97. Long-Term Incentive

    | | 2025 Proxy Statement | 61 |

  98. 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 | 79,527 | 74,186 | $12,500,000 | | Mr. Bilunas | 21,314 | 19,882 | 3,350,000 | | Mr. Bonfig | 12,725 | 11,870 | 2,000,000 | | Mr. Harmon | 11,134 | 10,386 | 1,750,000 | | Ms. Scarlett | 15,906 | 14,838 | 2,500,000 |

  99. 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. |

  100. Long-Term Incentive

    Performance Share Payouts. For performance share awards that were scheduled to pay out in fiscal 2025, the Compensation Committee had adopted a performance share plan with a design based on one metric and a 36-month performance period of January 31, 2021, to February 3, 2024. The 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 “FY22 TSR Awards”). 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 11th percentile of all companies in the S&P 500, the Compensation Committee approved a payout for the FY22 TSR Awards of 0% in fiscal 2025.

  101. 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. Ms. Scarlett and Messrs. Bilunas, Bonfig and Harmon 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.

  102. Clawback and Restrictive Covenant Provisions

    Clawback and Restrictive Covenant Provisions All STI and LTI awards (both time-based and performance-based) 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 Ethics and issuance of a financial restatement as a result of fraud or misconduct. We also include confidentiality, non-solicitation, intellectual property and, in select situations, non-disparagement provisions in our long-term incentive award agreements. We have 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.

  103. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material non-public information. In the event we decide to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing. We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation in fiscal year 2025.

  104. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

    | 64 | 2025 Proxy Statement | |

  105. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation earned by each of our NEOs during fiscal 2025 and the two preceding fiscal years, if applicable. There were 53 weeks in fiscal 2024 as compared to 52 weeks in fiscal 2023 and fiscal 2025.

  106. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Stock Awards(2)(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Corie Barry Chief Executive Officer | 2025 | $1,300,000 | $12,500,197 | $2,166,840 | $183,263 | $16,150,300 | | | 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 | | Matt Bilunas Senior Executive Vice President, Chief Financial Officer & Enterprise Strategy | 2025 | 928,269 | 3,350,126 | 1,161,551 | 93,223 | 5,533,169 | | | 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 | | Jason Bonfig Senior Executive Vice President, Customer Offering, Fulfillment & Best Buy Canada | 2025 | 790,385 | 2,000,105 | 798,675 | 53,990 | 3,643,155 | | Damien Harmon Senior Executive Vice President, Channel & Customer Experiences & Enterprise Services | 2025 | 790,385 | 1,750,042 | 798,675 | 163,614 | 3,502,716 | | | 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 | | Kamy Scarlett Senior Executive Vice President, Corporate Affairs & Human Resources | 2025 | 925,000 | 2,500,154 | 1,156,342 | 132,191 | 4,713,687 | | | 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 |

  107. Summary Compensation Table

    | (1) These amounts reflect actual earnings during the 52-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. |

  108. 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 2025 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 8, Shareholders’ Equity, of the Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025. |

  109. Summary Compensation Table

    | 66 | 2025 Proxy Statement | |

  110. Summary Compensation Table

    | (3) The fiscal 2025 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: |

  111. 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 | 74,186 | $6,250,171 | 111,279 | $9,375,256 | | Mr. Bilunas | 19,882 | 1,675,059 | 29,823 | 2,512,588 | | Mr. Bonfig | 11,870 | 1,000,048 | 17,805 | 1,500,071 | | Mr. Harmon | 10,386 | 875,021 | 15,579 | 1,312,531 | | Ms. Scarlett | 14,838 | 1,250,101 | 22,257 | 1,875,152 |

  112. Summary Compensation Table

    | (4) These amounts reflect STI payments made for all fiscal years shown. The fiscal 2025 STI plan is described in the section Compensation Discussion and Analysis — Executive Compensation Elements — Short-Term Incentive. |

  113. Summary Compensation Table

    | (5) The fiscal 2025 amounts reflected in this column include All Other Compensation as described in the following table: |

  114. Summary Compensation Table

    | Name | Retirement Plan Contribution(a) | Life Insurance Premiums(b) | Other | Total | | Ms. Barry | $10,000 | $636 | $172,627(c) | $183,263 | | Mr. Bilunas | 13,921 | 636 | 78,666(d) | 93,223 | | Mr. Bonfig | 9,461 | 585 | 43,944(e) | 53,990 | | Mr. Harmon | 10,654 | 585 | 152,375(f) | 163,614 | | Ms. Scarlett | 13,800 | 636 | 117,755(g) | 132,191 |

  115. Summary Compensation Table

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

  116. Summary Compensation Table

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

  117. Summary Compensation Table

    | (c) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($59,268), the incremental cost of Ms. Barry’s use of the Company’s leased private jet for travel to outside board meetings ($49,167), Company-paid costs associated with the executive physical benefit ($42,942), the incremental cost to the Company of cybersecurity services and personal security assessments, 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. |

  118. Summary Compensation Table

    | (d) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($35,610), Company-paid costs associated with the executive physical benefit ($33,056) and the incremental cost to the Company of cybersecurity services. |

  119. 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 ($28,494) and the incremental cost to the Company of cybersecurity services. |

  120. Summary Compensation Table

    | (f) The amount reflects premiums paid by us for supplemental executive long-term disability insurance, Company-paid costs associated with the executive physical benefit ($59,345), the incremental cost to the Company of cybersecurity services and personal security assessments, Company-paid tax preparation and planning services, and Company-paid living and travel expenses during fiscal 2025 ($54,784 in total, including commercial airfare, ground transportation, rent expense of $38,777, and utilities). |

  121. Summary Compensation Table

    | (g) The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($42,168), Company-paid costs associated with the executive physical benefit ($58,087), and the incremental cost to the Company of cybersecurity services and personal security assessments. |

  122. Summary Compensation Table

    | | 2025 Proxy Statement | 67 |

  123. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below summarizes the grants made to each of our NEOs during fiscal 2025 under the Best Buy Co., Inc. 2020 Omnibus Incentive Plan and the Short-Term Incentive Plan:

  124. 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 | — | — | — | — | $— | | | 3/20/2024(3) | 3/5/2024 | — | — | — | 37,093 | 74,186 | 111,279 | — | 6,250,170 | | | 3/20/2024(4) | 3/5/2024 | — | — | — | — | — | — | 79,527 | 6,250,027 | | Mr. Bilunas | — | — | — | 1,393,750 | 2,787,500 | — | — | — | — | — | | | 3/20/2024(3) | 3/5/2024 | — | — | — | 9,941 | 19,882 | 29,823 | — | 1,675,059 | | | 3/20/2024(4) | 3/5/2024 | — | — | — | — | — | — | 21,314 | 1,675,067 | | Mr. Bonfig | — | — | — | 958,333 | 1,916,667 | — | — | — | — | — | | | 3/20/2024(3) | 3/5/2024 | — | — | — | 5,935 | 11,870 | 17,805 | — | 1,000,047 | | | 3/20/2024(4) | 3/5/2024 | — | — | — | — | — | — | 12,725 | 1,000,058 | | Mr. Harmon | — | — | — | 958,333 | 1,916,667 | — | — | — | — | — | | | 3/20/2024(3) | 3/5/2024 | — | — | — | 5,193 | 10,386 | 15,579 | — | 875,021 | | | 3/20/2024(4) | 3/5/2024 | — | — | — | — | — | — | 11,134 | 875,021 | | Ms. Scarlett | — | — | — | 1,387,500 | 2,775,000 | — | — | — | — | — | | | 3/20/2024(3) | 3/5/2024 | — | — | — | 7,419 | 14,838 | 22,257 | — | 1,250,101 | | | 3/20/2024(4) | 3/5/2024 | — | — | — | — | — | — | 15,906 | 1,250,053 |

  125. Grants of Plan-Based Awards

    | (1) These amounts reflect the potential target and maximum payout for each NEO under our fiscal 2025 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 2025 STI. The actual payout to each NEO for fiscal 2025 is provided in the following sections: Compensation Discussion and Analysis — Executive Compensation Elements — Short-Term Incentive and the Summary Compensation Table. |

  126. 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 8, Shareholders’ Equity, of the Notes to Consolidated Financial Statement included in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025. 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. |

  127. 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 February 4, 2024, and ending on January 30, 2027. 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. |

  128. 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. |

  129. Grants of Plan-Based Awards

    | 68 | 2025 Proxy Statement | |

  130. 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 2025:

  131. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date(1) | Option Awards | | | | Stock Awards | | | | | | | 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 | 3/20/2024 | | | | | 83,043(3) | $7,130,072 | 116,199(4) | $9,976,846 | | | 3/20/2023 | | | | | 50,810(3) | 4,362,547 | 68,481(5) | 5,879,779 | | | 3/20/2022 | | | | | 20,669(3) | 1,774,640 | 56,077(6) | 4,814,771 | | | 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 | | | | | | Mr. Bilunas | 3/20/2024 | | | | | 22,258(3) | 1,616,821 | 31,145(4) | 2,674,067 | | | 3/20/2023 | | | | | 13,857(3) | 1,006,572 | 18,680(5) | 1,603,865 | | | 3/20/2022 | | | | | 4,694(3) | 340,972 | 12,573(6) | 1,079,518 | | Mr. Bonfig | 3/20/2024 | | | | | 13,289(3) | 1,140,994 | 18,332(4) | 1,573,986 | | | 3/20/2023 | | | | | 6,929(3) | 594,924 | 9,343 (5) | 802,190 | | | 3/20/2022 | | | | | 1,875(3) | 160,988 | 5,106(6) | 438,401 | | | 3/20/2019 | 24,050 | | 69.11 | 3/19/2029 | | | | | | Mr. Harmon | 3/20/2024 | | | | | 11,628(3) | 998,380 | 16,271(4) | 1,396,985 | | | 3/20/2023 | | | | | 6,929(3) | 594,924 | 9,343(5) | 802,190 | | | 3/20/2022 | | | | | 2,813(3) | 241,524 | 7,654(6) | 657,172 | | Ms. Scarlett(7) | 3/20/2024 | | | | | 16,218(3) | 1,392,477 | 23,244(4) | 1,995,730 | | | 3/20/2023 | | | | | 11,281(3) | 968,587 | 15,567(5) | 1,336,583 | | | 3/20/2022 | | | | | 3,393(3) | 291,323 | 9,440(6) | 810,518 | | | 3/26/2019 | 96,166 | | 70.50 | 3/25/2029 | | | | |

  132. 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. |

  133. Outstanding Equity Awards at Fiscal Year-End

    | (2) These amounts were determined based on the closing price of Best Buy common stock on the NYSE of $85.86 on January 31, 2025, the last trading day in fiscal 2025. |

  134. Outstanding Equity Awards at Fiscal Year-End

    | | 2025 Proxy Statement | 69 |

  135. 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. |

  136. 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 | 3/20/2024 | 79,527 | 3,516 | | | 3/20/2023 | 46,931 | 3,879 | | | 3/20/2022 | 18,003 | 2,666 | | Mr. Bilunas | 3/20/2024 | 21,314 | 944 | | | 3/20/2023 | 12,800 | 1,057 | | | 3/20/2022 | 4,092 | 602 | | Mr. Bonfig | 3/20/2024 | 12,725 | 564 | | | 3/20/2023 | 6,400 | 529 | | | 3/20/2022 | 1,637 | 238 | | Mr. Harmon | 3/20/2024 | 11,134 | 494 | | | 3/20/2023 | 6,400 | 529 | | | 3/20/2022 | 2,455 | 358 | | Ms. Scarlett(a) | 3/20/2024 | 15,519 | 699 | | | 3/20/2023 | 10,409 | 872 | | | 3/20/2022 | 2,950 | 443 |

  137. Outstanding Equity Awards at Fiscal Year-End

    | (a) The number of unvested units for Ms. Scarlett is reflective of shares decremented to cover FICA taxes in December 2024. |

  138. Outstanding Equity Awards at Fiscal Year-End

    | (4) The amount reflects an outstanding fiscal 2025 performance share award assuming a maximum payout (150% 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 February 4, 2024, and ending on January 30, 2027, 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 2025, performance was between the target and maximum 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 maximum payout. |

  139. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Outstanding Performance Share Awards – Assuming Maximum Payout | Accrued Dividend Equivalent Shares – Assuming Maximum Payout | | Ms. Barry | 3/20/2024 | 111,279 | 4,920 | | Mr. Bilunas | 3/20/2024 | 29,823 | 1,322 | | Mr. Bonfig | 3/20/2024 | 17,805 | 527 | | Mr. Harmon | 3/20/2024 | 15,579 | 692 | | Ms. Scarlett | 3/20/2024 | 22,257 | 987 |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (5) The amount reflects an outstanding fiscal 2024 performance share award assuming a target payout (100% of the target grant) plus accrued dividend equivalents (as indicated in the table below) as of fiscal year-end. The number of shares ultimately earned will be based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, over the 36-month performance period commencing on January 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 2025, performance was between the threshold and target payout level for these shares. Under the terms of the awards, dividend equivalent shares accrue assuming a target payout and are adjusted and issued at the end of the performance period based on actual performance and are shown in the table assuming a target payout. |

  141. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Outstanding Performance Share Awards – Assuming Target Payout | Accrued Dividend Equivalent Shares – Assuming Target Payout | | Ms. Barry | 3/20/2023 | 63,249 | 5,232 | | Mr. Bilunas | 3/20/2023 | 17,250 | 1,430 | | Mr. Bonfig | 3/20/2023 | 8,625 | 718 | | Mr. Harmon | 3/20/2023 | 8,625 | 718 | | Ms. Scarlett | 3/20/2023 | 14,375 | 1,192 |

  142. Outstanding Equity Awards at Fiscal Year-End

    | 70 | 2025 Proxy Statement | |

  143. Outstanding Equity Awards at Fiscal Year-End

    | (6) The amount reflects an outstanding fiscal 2023 performance share award assuming a target payout (100% of the target grant) plus accrued dividend equivalents (as indicated in the table below) as of fiscal year-end. The number of shares ultimately earned will be based on the performance of our stock’s total shareholder return, relative to the S&P 500 Index, over the 36-month performance period commencing on January 30, 2022, and ending on February 1, 2025, as determined by the price appreciation of the average closing price of one share of common stock measured during the first fiscal quarter of the performance period and during the first fiscal quarter following completion of the performance period. As of the end of fiscal 2025, performance was between the threshold and target payout level for these shares. Under the terms of the awards, dividend equivalent shares accrue assuming a target payout and are adjusted and issued at the end of the performance period based on actual performance and are shown in the table assuming a target payout. |

  144. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Outstanding Performance Share Awards – Assuming Target Payout | Accrued Dividend Equivalent Shares – Assuming Target Payout | | Ms. Barry | 3/20/2022 | 48,831 | 7,246 | | Mr. Bilunas | 3/20/2022 | 11,098 | 1,475 | | Mr. Bonfig | 3/20/2022 | 4,440 | 666 | | Mr. Harmon | 3/20/2022 | 6,659 | 995 | | Ms. Scarlett | 3/20/2022 | 8,213 | 1,227 |

  145. Outstanding Equity Awards at Fiscal Year-End

    | (7) 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 or Change-of-Control section. |

  146. Outstanding Equity Awards at Fiscal Year-End

    | | 2025 Proxy Statement | 71 |

  147. 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 2025.

  148. 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 | 14,730(3) | $815,011 | 60,015(4) | $4,717,573 | | Mr. Bilunas | 69,166(5) | 1,620,089 | 17,671(6) | 1,389,061 | | Mr. Bonfig | 25,000(7) | 797,250 | 15,226(8) | 1,196,866 | | Mr. Harmon | — | — | 15,777(9) | 1,240,179 | | Ms. Scarlett | 40,169(10) | 1,536,677 | 11,322(11) | 889,985 |

  149. 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. |

  150. Option Exercises and Stock Vested

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

  151. Option Exercises and Stock Vested

    | (3) On August 16, 2024, 14,730 stock options having a strike price of $29.91 auto-exercised on their expiration date when the market price of a share of Best Buy common stock was $85.24. |

  152. Option Exercises and Stock Vested

    | (4) The amount represents the vesting of restricted shares granted under our LTI program: 15,360 shares that were granted on March 20, 2021, which vested on March 20, 2024; 20,037 shares that were granted on March 20, 2022, which vested on March 20, 2024; and 24,618 shares that were granted on March 20, 2023, which vested on March 20, 2024. |

  153. Option Exercises and Stock Vested

    | (5) On December 11, 2024, pursuant to a Rule 10b5-1 trading plan, Mr. Bilunas exercised 49,050 stock options having a strike price of $69.11 and 20,116 options having a strike price of $51.65 when the market price of a share of Best Buy common stock was $87.459 and $87.4459, respectively. |

  154. Option Exercises and Stock Vested

    | (6) The amount represents the vesting of restricted shares granted under our LTI program: 6,394 shares that were granted on March 20, 2021, which vested on March 20, 2024; 4,561 shares that were granted on March 20, 2022, which vested on March 20, 2024; and 6,716 shares that were granted on March 20, 2023, which vested on March 20, 2024. |

  155. Option Exercises and Stock Vested

    | (7) On August 29, 2024, pursuant to a Rule 10b5-1 trading plan, Mr. Bonfig exercised 25,000 stock options having a strike price of $69.11 when the market price of a share of Best Buy common stock was $101.00. |

  156. Option Exercises and Stock Vested

    | (8) The amount represents the vesting of restricted shares granted under our LTI program: 10,036 shares that were granted on March 20, 2021, which vested on March 20, 2024; 1,830 shares that were granted on March 20, 2022, which vested on March 20, 2024; and 3,360 shares that were granted on March 20, 2023, which vested on March 20, 2024. |

  157. Option Exercises and Stock Vested

    | (9) The amount represents the vesting of restricted shares granted under our LTI program: 9,677 shares that were granted on March 20, 2021, which vested on March 20, 2024; 2,740 shares that were granted on March 20, 2022, which vested on March 20, 2024; and 3,360 shares that were granted on March 20, 2023, which vested on March 20, 2024. |

  158. Option Exercises and Stock Vested

    | (10) On August 30, 2024, Ms. Scarlett exercised 13,060 stock options having a strike price of $69.11 and 27,109 stock options having a strike price of $57.60 when the market price of a share of Best Buy common stock was $99.579 and $99.6064, respectively. |

  159. Option Exercises and Stock Vested

    | (11) The amount represents the vesting of restricted shares granted under our LTI program: 2,560 shares that were granted on March 20, 2021, which vested on March 20, 2024; 3,297 shares that were granted on March 20, 2022, which vested on March 20, 2024; and 5,465 shares that were granted on March 20, 2023, which vested on March 20, 2024. |

  160. Option Exercises and Stock Vested

    | 72 | 2025 Proxy Statement | |

  161. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

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

    Potential Payments Upon Termination or Change-of-Control Upon termination of employment or in the event the Company experiences a change-of-control, our NEOs may be eligible to receive certain payments and their outstanding equity awards may be impacted. Following is a summary of the effects of various termination and change-of-control scenarios for each form of compensation, including a quantitative disclosure of the estimated payments and realizable value for each scenario assuming an effective date of January 31, 2025, the last business day of fiscal 2025, for each NEO, where applicable.

  163. Director Compensation

    Director Compensation

  164. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation earned during fiscal 2025 by our non-management directors:

  165. Director Compensation Table

    | Name(1) | Fees Earned or Paid In Cash | Stock Awards(2) | Total | | Lisa M. Caputo(3) | $120,000 | $195,046 | $315,046 | | J. Patrick Doyle(4) | 58,475 | — | 58,475 | | David W. Kenny(5) | 149,052 | 330,058 | 479,110 | | David C. Kimbell(6) | 112,912 | 195,046 | 307,958 | | Mario J. Marte(7) | 125,000 | 195,046 | 320,046 | | Karen L. McLoughlin(8) | 120,000 | 195,046 | 315,046 | | Claudia F. Munce | 100,000 | 195,046 | 295,046 | | Richelle P. Parham | 100,000 | 195,046 | 295,046 | | Steven E. Rendle | 100,000 | 195,046 | 295,046 | | Sima D. Sistani | 100,000 | 195,046 | 295,046 | | Melinda D. Whittington | 100,000 | 195,046 | 295,046 | | Eugene A. Woods(9) | 35,440 | — | 35,440 |

  166. Director Compensation Table

    | (1) Ms. Barry, our only management director during fiscal 2025, did not receive any compensation for serving as director. |

  167. Director Compensation Table

    | (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 2025, 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 1, 2025, 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 — 2,332 unvested units and 45,547 deferred units; Mr. Doyle — 0 unvested units and 0 deferred units; Mr. Kenny — 3,928 unvested units and 41,524 deferred units; Mr. Kimbell — 2,332 unvested units and 2,489 deferred units; Mr. Marte — 2,332 unvested units and 8,838 deferred units; Ms. McLoughlin — 2,332 unvested units and 31,387 deferred units; Ms. Munce — 2,332 unvested units and 29,164 deferred units; Ms. Parham — 2,332 unvested units and 17,853 deferred units; Mr. Rendle — 2,332 unvested units and 8,277 deferred units; Ms. Sistani — 2,332 unvested units and 3,442 deferred units; Ms. Whittington — 2,332 unvested units and 3,442 deferred units; and Mr. Woods — 0 unvested units and 0 deferred units. |

  168. Director Compensation Table

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

  169. Director Compensation Table

    | (4) Mr. Doyle’s Board service ended on June 12, 2024, at the conclusion of our 2024 Regular Meeting of Shareholders. He also served as our non-executive chair through that date. |

  170. Director Compensation Table

    | (5) Mr. Kenny was appointed as our non-executive chair as of June 12, 2024, and was chair of the Compensation Committee through that date. |

  171. Director Compensation Table

    | (6) Mr. Kimbell was appointed chair of the Compensation Committee as of June 12, 2024. |

  172. Director Compensation Table

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

  173. Director Compensation Table

    | (8) Ms. McLoughlin is chair of the Finance and Investment Policy Committee. |

  174. Director Compensation Table

    | (9) Mr. Woods’ Board service ended on June 12, 2024, at the conclusion of our 2024 Regular Meeting of Shareholders. |

  175. 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 2025, our last completed fiscal year, Ms. Barry’s annual total compensation was $16,150,300 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 2025 was $31,141. As a result, we estimate that Ms. Barry’s annual total compensation was approximately 518 times that of our median employee. In determining the median employee:

  176. CEO Pay Ratio

    | • | We prepared a list of all Best Buy employees as of February 1, 2025. As of February 1, 2025, we had approximately 84,880 employees, including 75,170 U.S. employees, and 9,710 non-U.S. employees. In identifying our median employee, we included our approximately 9,440 Canadian employees, but, in accordance with SEC rules, we excluded our employees in: China (135 employees), United Kingdom (130 employees), Greece (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 1, 2025, we had approximately 84,615 employees. |

  177. 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. |

  178. CEO Pay Ratio

    | | 2025 Proxy Statement | 79 |

  179. 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 2025 and the four preceding fiscal years.

  180. 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) | | 2025 | $16,150,300 | $19,506,431 | $4,348,182 | $5,002,463 | $122.43 | $227.91 | $927 | $1,761 | | 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 |

  181. Pay Versus Performance

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

  182. 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 2025, see the Summary Compensation Table in this Proxy Statement. |

  183. 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 2025 for Ms. Barry as well as for our non-PEO NEOs in accordance with the requirements of Item 402(v)(2)(iii): |

  184. Pay Versus Performance

    | Adjustments(x) | Fiscal Year 2025 | | | | PEO | Avg. Non- PEO NEOs | | Summary Compensation Table Total | $16,150,300 | $4,348,182 | | Deduct amounts reported in the Stock Awards and Option Awards column of Summary Compensation Table(y) | (12,500,197) | (2,400,107) | | Add fair value(z) of current year equity awards at end of current fiscal year | 14,439,764 | 2,755,914 | | Add change in fair value(z) of prior years' equity awards that remained unvested at end of current fiscal year | 1,843,718 | 344,878 | | Add change in fair value(z) of prior years' equity awards that vested during current fiscal year | (427,154) | (46,404) | | Deduct fair value(z) of prior years’ equity awards that failed to meet the applicable vesting conditions during the current fiscal year | — | — | | CAP Total | $19,506,431 | $5,002,463 |

  185. 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 2025 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 2025; and (4) the company does not offer pension plans to U.S.-based employees. |

  186. 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. |

  187. 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 8, Shareholders’ Equity, of the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025. |

  188. Pay Versus Performance

    | 80 | 2025 Proxy Statement | |

  189. 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: 2025 – Mr. Bilunas, Mr. Bonfig, Mr. Harmon, Ms. Scarlett; 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. |

  190. Pay Versus Performance

    | (4) Total shareholder return as calculated based on a fixed investment of $100 in our Common Stock assuming reinvestment of dividends and 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. |

  191. 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 (the “S&P 500 Retail Group”), which is the peer group used for this Pay versus Performance analysis and of which the Company is a component, assuming reinvestment of dividends and 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. |

  192. Pay Versus Performance

    | (6) As reported in the Annual Report for Form 10-K for the fiscal year ended February 1, 2025, these amounts reflect “Net Earnings” of the Company. |

  193. 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 adjusted 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. |