Claudia Munce
Director at BBY
Board
About Claudia F. Munce
Independent director of Best Buy Co., Inc. since March 2016; age 65. Background spans 30+ years in technology, venture capital, and startups with technical engineering and computer science foundations; education includes Santa Clara University School of Engineering and Stanford University Graduate School of Business. Current roles include Venture Advisor at New Enterprise Associates (NEA) and Lecturer in Management at Stanford GSB; NACD certified Cybersecurity Oversight director. Committee service: Audit; Compensation & Human Resources; other public board: Arteris, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Managing Director, IBM Venture Capital Group; Vice President, Corporate Strategy | 2004–2015 | Founding member of IBM Venture Capital Group; worked with 300+ VC firms across 30 countries to advance innovation |
| IBM | Director of Strategy, IBM Venture Capital Group | 2000–2004 | Strategy leadership for partnerships/M&A in growth markets |
| IBM Research | Head of Technology Transfer and Licensing | 1994–2000 | Led IP commercialization and licensing efforts |
| CoreLogic (public) | Director | 2017–2021 | Board service at data/analytics company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates (NEA) | Venture Advisor | 2016–present | Venture capital leadership; strategic partnerships/M&A expertise |
| Stanford GSB | Lecturer in Management | 2021–present | Academic role; technology/strategy instruction |
| Arteris, Inc. (public) | Director | Current | Other public board (semiconductor IP) |
| National Venture Capital Association | Organizational board involvement | Prior | Industry leadership network |
| Global Corporate Venturing Leadership Society | Chairwoman (organizational board) | Prior | Global corporate venturing leadership |
Board Governance
- Independence: Board determined all nominees other than the CEO to be independent; all Audit, Compensation, and Nominating committee members are independent. Munce serves on Audit and Compensation committees; not a chair in fiscal 2025.
- Meetings and attendance: Board held 4 regular meetings in fiscal 2025; Audit met 9 times; Compensation met 4 times. Each incumbent director attended at least 75% of Board and committee meetings; directors are required to attend the regular shareholder meeting (11 directors attended in 2024). Executive sessions of independent directors occur at each regular meeting.
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging Company securities or holding them in margin accounts.
- Stock ownership guideline: Non-management directors must own 10,000 shares; all were in compliance in fiscal 2025. RSUs granted must be held until the director leaves the Board.
Fixed Compensation
| Component | Fiscal 2025 Amount (USD) |
|---|---|
| Annual cash retainer | $100,000 |
| Committee chair fees | $0 (not a chair) |
| Meeting fees | None disclosed |
| Total cash | $100,000 |
Year-over-year mix (illustrative):
| Metric | Fiscal 2021 | Fiscal 2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $75,000 | $100,000 |
| Stock Awards (grant-date fair value) | $195,056 | $195,046 |
| Total | $270,056 | $295,046 |
Performance Compensation
| Equity Component | Grant Date | Grant Size (Units) | Grant Date Fair Value | Vesting | Holding Requirement | Dividend Equivalents |
|---|---|---|---|---|---|---|
| RSUs (annual) | June 12, 2024 | 2,258 | $195,000 | Fully vest one year from grant date | Must be held until director leaves Board | Paid as equivalents subject to same restrictions as RSUs |
Performance metrics table (director equity):
| Metric Type | Disclosure |
|---|---|
| Performance metrics tied to director equity (e.g., revenue, TSR) | None disclosed; director RSUs are time-based awards only |
Clawbacks and risk safeguards (program-level): Compensation programs include risk mitigants such as stock ownership guidelines and clawback policies (committee-level risk assessment; applies primarily to executives).
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| Arteris, Inc. | Current | Director | Other public board |
| CoreLogic | Prior (2017–2021) | Director | Prior public board service |
- Compensation Committee Interlocks: Compensation Committee comprised entirely of independent directors; no member was an officer/employee; no related-party relationships requiring disclosure; no reciprocal board/committee interlocks with Company executive officers in fiscal 2025.
- Related party transactions: None of our directors are involved in a material related party transaction per the proxy.
Expertise & Qualifications
- Venture capital/strategic partnerships/M&A; NEA venture adviser; extensive network across 300+ VC firms globally.
- Technology and cybersecurity; NACD certified Cybersecurity Oversight director; engineering and computer science background.
- Growth/transformation; IBM Venture Capital Group founding member driving non-organic growth in emerging markets.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Shares Outstanding |
|---|---|---|
| Claudia F. Munce | 31,413 | <1% |
Breakdown of units (as of Feb 1, 2025):
| Type | Units |
|---|---|
| Unvested RSUs | 2,332 |
| Deferred RSUs (vested, held until departure) | 29,164 |
- Ownership guideline compliance: All non-management directors in compliance with 10,000-share ownership guideline in fiscal 2025; directors must retain 50% of granted equity until meeting guideline.
- Hedging/pledging: Prohibited for directors per Trading Policy.
- Deferred Compensation: Directors may elect to defer up to 100% of annual and chair retainers; no Company match/contributions.
Governance Assessment
- Strengths: Independent director with dual service on Audit and Compensation committees, supporting financial oversight and pay governance; time-based RSUs with hold-until-departure enhance alignment; compliance with ownership guidelines; strong attendance and regular executive sessions bolster board effectiveness; anti-hedging/pledging policy reduces misalignment risk.
- Potential conflicts: External affiliations include NEA and Arteris; Board’s independence review found no material related-party transactions and confirmed director independence; Compensation Committee reported no interlocks or insider participation.
- Signals: Cash retainer increased from $75,000 (FY2021) to $100,000 (FY2025), while equity annual value remained flat ($195k), maintaining a balanced cash/equity mix; RSU design is not performance-based for directors, consistent with market practice, emphasizing retention and long-term alignment via holding requirements.
RED FLAGS: None disclosed specific to Munce (no related-party transactions; prohibited hedging/pledging; minimum attendance met). Monitor for any future NEA-related commercial ties with Best Buy that could approach independence thresholds, though none are reported.