David Kimbell
Director at BBY
Board
About David C. Kimbell
Former CEO of Ulta Beauty; age 58; independent director since July 2023. Education: DePauw University and Purdue University. Committees: Chair of Compensation & Human Resources; member of Finance & Investment Policy; no other public company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ulta Beauty | Chief Executive Officer | 2021–2025 | Led omnichannel transformation, marketing and merchandising strategy |
| Ulta Beauty | President | 2019–2021 | Oversaw operations and growth initiatives |
| Ulta Beauty | Chief Merchandising Officer | 2015–2019 | Drove category strategy and vendor partnerships |
| Ulta Beauty | Chief Marketing Officer | 2014–2019 | Brand, loyalty and customer acquisition |
| U.S. Cellular | Chief Marketing Officer & EVP | 2011–2014 | Consumer growth programs |
| Seventh Generation | Chief Marketing Officer & SVP | 2008–2010 | Brand strategy |
| PepsiCo (Quaker Foods) | VP Marketing | 2001–2008 | Product portfolio marketing |
| Procter & Gamble (Beauty) | Brand Manager | 1996–2001 | Brand management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Board determined all directors except the CEO were independent in fiscal 2025; Kimbell listed as independent .
- Committee leadership: Compensation & Human Resources Committee Chair (appointed effective June 12, 2024); member, Finance & Investment Policy Committee .
- Attendance: Board held 4 regular meetings in fiscal 2025; each incumbent director attended at least 75% of Board and committee meetings; directors are required to attend shareholder meetings (11 attended 2024) .
- Committee activity: Compensation & HR Committee met 4 times; Finance & Investment Policy Committee met 4 times in fiscal 2025 .
- Executive sessions: Independent directors meet in executive session during each regularly scheduled Board meeting .
- Related party transactions: No director related party transactions; robust governance framework including anti-hedging/pledging and ownership guidelines .
Fixed Compensation (Director, Fiscal 2025)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $112,912 | Includes annual retainer and prorated committee chair fee |
| Annual cash retainer (policy) | $100,000 | Non-management directors |
| Committee chair retainer (policy) | $20,000 | Compensation & Human Resources Chair |
Performance Compensation (Director Equity)
| Item | Detail | Amount/Count | Vesting/Holding | Notes |
|---|---|---|---|---|
| Annual RSU grant (policy) | Grant approved June 12, 2024 | $195,000; 2,258 RSUs | Vest fully 1 year from grant; must be held until director leaves Board; dividend equivalents subject to same restrictions | Applies to each then-serving non-management director |
| Stock Awards (fiscal 2025 actual) | Aggregate grant-date fair value | $195,046 | As granted | ASC 718 value |
| Options | Not granted | — | — | Company does not currently grant options to directors |
No performance conditions are attached to director equity awards; director RSUs are time-based and subject to mandatory holding until Board departure .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company directorships | None |
| Compensation Committee interlocks | None in fiscal 2025; committee comprised entirely of independent directors |
Expertise & Qualifications
- 25+ years in retail, marketing, and business transformation; former CEO of the largest specialty beauty retailer in the U.S. .
- Deep omnichannel retail experience and consumer engagement expertise relevant to Best Buy’s strategy .
- Education: Degrees from DePauw University and Purdue University .
Equity Ownership
| Metric | Amount | Date | Notes |
|---|---|---|---|
| Beneficially owned shares | 4,738 | March 31, 2025 | Less than 1% of shares outstanding |
| Unvested RSUs | 2,332 | As of Feb 1, 2025 | Director RSUs vest one year; subject to holding |
| Deferred (vested, held) RSUs | 2,489 | As of Feb 1, 2025 | Must be held until leaving Board |
| Director stock ownership guideline | 10,000 shares required; hold 50% of granted equity until target met | Policy | All non-management directors were in compliance in fiscal 2025 |
| Hedging/Pledging | Prohibited for directors | Policy | No hedging; no pledging or margin accounts |
Insider Trades (Section 16)
| Filing Date | Form | Summary | Link |
|---|---|---|---|
| June 17, 2025 | Form 4 | Statement of changes in beneficial ownership (director filing) | https://www.sec.gov/Archives/edgar/data/764478/000122520825006014/xslF345X05/doc4.xml |
Best Buy disclosed that, based solely on its review of electronic SEC filings, directors and executive officers complied with Section 16(a) reporting requirements for fiscal year ended Feb 1, 2025 .
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Advisory vote to approve executive compensation (June 17, 2025 AGM) | 155,480,282 | 13,972,314 | 228,875 | 16,272,144 |
- Additional governance signal: shareholders approved Amendment No. 1 to the 2020 Omnibus Incentive Plan (For 159,246,138; Against 10,170,292; Abstain 265,041; Broker Non-Vote 16,272,144) .
- Several shareholder proposals were rejected; Board emphasizes engagement and annual cycle of outreach and governance enhancements .
Governance Assessment
- Strengths: Independent director with deep retail and marketing expertise; chairs the Compensation & HR Committee overseeing CEO pay, succession and culture; robust anti-hedging/pledging and ownership requirements; no related-party transactions; committee independence and no interlocks .
- Attendance and engagement: Board met 4x; all incumbents met ≥75% attendance; independent director executive sessions at each Board meeting; mandatory shareholder meeting attendance .
- Alignment: Director equity is time-based RSUs with mandatory holding until departure; guideline of 10,000 shares; company reports all non-management directors in compliance; Kimbell held both unvested and deferred units in addition to common shares .
- Compensation governance: As Chair, Kimbell oversees pay-for-performance programs and clawback policies that meet and exceed Dodd-Frank requirements; Board policy requires shareholder ratification for any executive cash severance >2.99x salary+target STI (adopted Mar 5, 2024) .
- RED FLAGS: None disclosed specific to Kimbell. Company prohibits hedging/pledging; no director-related party transactions; committee comprised only of independent directors; Section 16 compliance affirmed .