Kamy Scarlett
About Kamy Scarlett
Kamy Scarlett is Senior Executive Vice President, Corporate Affairs & Human Resources at Best Buy, overseeing global talent development and employee well‑being, plus communications and public affairs; she assumed HR leadership in 2017, added Canada oversight from 2021–2024, and expanded to communications/public affairs in 2023 . She joined Best Buy in 2014 and previously served as President of U.S. Retail Stores from 2019–2020, with earlier leadership across retail, operations, marketing, and HR; prior roles included COO at Grafton‑Fraser and leadership positions at Loblaw, Hudson’s Bay, and Dylex . Best Buy’s performance frameworks used for executive pay include short‑term incentives tied to enterprise operating income, revenue, and “Shared Success” metrics, and long‑term performance share awards tied to relative TSR versus the S&P 500; notably, FY22 TSR awards paid 0% due to 11th percentile TSR, underscoring strict pay‑for‑performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Best Buy | Senior EVP, Corporate Affairs & HR | 2023–present | Leads global HR, communications, and public affairs; alignment of human capital and corporate reputation . |
| Best Buy | Exec VP, Human Resources | 2017–present | Oversees talent development and employee well‑being worldwide . |
| Best Buy Canada | Oversight of Canada business | 2021–2024 | Oversaw Canadian business performance and operations . |
| Best Buy | President, U.S. Retail Stores | 2019–2020 | Ran operations of all domestic stores; execution discipline . |
| Best Buy Canada | SVP Retail & CHRO | 2014–2017 | Led retail sales/profit across 180+ stores and HR/talent strategies . |
| Grafton‑Fraser Inc. | Chief Operating Officer | 2012–2014 | Operations leader at Canadian apparel retailer . |
| Loblaw, Hudson’s Bay, Dylex | Various leadership roles | Prior to 2014 | Retail, operations, marketing, HR leadership in Canadian retail . |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Dollar General (NYSE: DG) | Director | Since Aug 12, 2024 | Compensation & Human Capital Management; Nominating, Governance & Corporate Responsibility . |
| Floor & Decor (NYSE: FND) | Director (resigned) | Jan 2021 – Nov 15, 2022 | Served as Compensation Committee chair; resigned without disagreement . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $896,154 | $939,423 | $925,000 |
| All Other Compensation ($) | $54,796 | $94,963 | $132,191 |
| Total Cash (Salary + All Other) ($) | $950,950 | $1,034,386 | $1,057,191 |
Perquisites detail (FY 2025):
- Supplemental executive long‑term disability insurance: $42,168
- Executive physical exam costs: $58,087
- Cybersecurity/personal security assessments: included in “Other” incremental cost
We do not provide an executive retirement plan with extra benefits beyond broad-based programs .
Performance Compensation
Short‑Term Incentive (STI) design and outcomes
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Metrics and weighting | Operating Income 45%; Revenue 45%; Shared Success 10% | Operating Income 45%; Revenue 45%; Shared Success 10% |
| Annual base salary used for STI ($) | $920,833 | $925,000 |
| Target bonus (% of salary) | 150% | 150% |
| Target payout value ($) | $1,381,249 | $1,387,500 |
| Company STI score | 0.7585 | 0.8334 |
| Actual STI payment ($) | $1,047,679 | $1,156,342 |
Long‑Term Incentive (LTI) structure and grants
- Mix: 50% performance share awards (PSUs, 3‑year) and 50% time‑based restricted shares (RSUs), under the 2020 Omnibus Plan .
- PSU metric: Relative TSR vs S&P 500; thresholds: <30th percentile 0%, 30th 50%, 50th 100%, ≥70th 150% (linear interpolation) .
- FY22 TSR Awards payout in FY 2025: 0% based on 11th percentile TSR .
| LTI Component (FY 2025 grant) | Quantity / Value |
|---|---|
| RSUs – Time‑based restricted shares granted | 15,906 shares |
| PSUs – Target shares granted | 14,838 shares |
| Annual LTI target grant date value | $2,500,000 |
| PSU target shares and fair value (probable) | 14,838; $1,250,101 |
| PSU maximum shares and fair value (150%) | 22,257; $1,875,152 |
Vesting schedules:
- RSUs vest 1/3 annually over three years from grant date, subject to continuous employment; dividend equivalents accrue .
- PSUs earn over 36 months based on relative TSR; change‑of‑control deeming rules below .
Outstanding and unvested awards (as of FY 2025 year‑end):
| Grant Type | Grant Date | Status |
|---|---|---|
| Unvested RSUs | 3/20/2024: 15,519 unvested; 699 dividend equivalents (note: shares decremented to cover FICA in Dec 2024) | Time‑based vest 1/3 annually |
| Unvested RSUs | 3/20/2023: 10,409 unvested; 872 dividend equivalents | Time‑based vest 1/3 annually |
| Unvested RSUs | 3/20/2022: 2,950 unvested; 443 dividend equivalents | Time‑based vest 1/3 annually |
| PSUs (max assumption) | 3/20/2024: 22,257 outstanding; 987 dividend equivalents (max assumption) | Earn on TSR over 2/4/2024–1/30/2027 |
| PSUs (target assumption) | 3/20/2023: 14,375 outstanding; 1,192 dividend equivalents (target assumption) | Earn on TSR over 1/29/2023–1/31/2026 |
| PSUs (target assumption) | 3/20/2022: 8,213 outstanding; 1,227 dividend equivalents (target assumption) | Earn on TSR over 1/30/2022–2/1/2025 |
Qualified retirement status: Met age/service conditions in June 2023; impacts vesting treatment described below .
Equity Ownership & Alignment
| Ownership measure | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 182,605 (as of Apr 1, 2024) | 150,095 (as of Mar 31, 2025) |
| Percent of shares outstanding | <1% | <1% |
| Ownership guideline target (shares) | 36,663 | 32,320 |
| Ownership level per guidelines (shares) | 56,254 | 66,010 |
| Guideline compliance | In compliance (target met) | In compliance (target met) |
Stock ownership guidelines:
- Requirement: 3x salary for NEOs; counts include RSUs (net of taxes) and holdings in the Best Buy Stock Fund; excludes unearned PSUs and unexercised options; 50% retention required until target met .
- Prohibitions: Hedging and pledging company securities are prohibited for employees and directors; executives may not hold BBY securities in margin accounts or pledge as loan collateral .
Insider selling pressure indicators (FY 2025):
| Activity | Date | Detail |
|---|---|---|
| Stock options exercised | Aug 30, 2024 | 13,060 options @ $69.11 and 27,109 options @ $57.60; market price $99.579 and $99.6064; value realized $1,536,677 . |
| RSU vestings | Mar 20, 2024 | 2,560 (2021 grant), 3,297 (2022 grant), 5,465 (2023 grant) vested; value realized $889,985 . |
Employment Terms
Severance plan and cash benefits:
- Plan benefits (executives generally): Lump sum equal to 2 years’ base salary; $25,000 in lieu of outplacement/tax/financial assistance; payments equal to 150% of cost of 23 months medical/dental/vision coverage and 17 months life insurance premiums .
- Shareholder policy: Company will not enter into executive officer cash severance agreements exceeding 2.99x salary+STI target without shareholder ratification (adopted Mar 2024) .
| Scenario | FY 2024 | FY 2025 |
|---|---|---|
| Involuntary termination — under severance plan ($) | $1,979,298 | $1,930,612 |
Equity treatment under termination/change‑of‑control:
- RSUs: Fully vest upon death/disability; continue to vest on normal schedule upon qualified retirement; forfeited under other terminations; no special change‑of‑control treatment for RSUs .
- PSUs:
- Death/disability: Earned pro‑rata based on days employed and performance through termination .
- Involuntary termination without Cause or qualified retirement: Earned pro‑rata based on performance at end of period .
- Change‑of‑control: Deemed earned at actual performance or target (whichever greater) as of the change‑of‑control date; issuance requires continued employment through end of performance period, subject to pro‑rata issuance upon certain post‑CIC terminations .
Scenario values for Kamy Scarlett (as of FY 2025 year‑end):
| Award Type | Death/Disability ($) | Involuntary Termination without Cause ($) | Qualified Retirement ($) | Change‑of‑Control ($) |
|---|---|---|---|---|
| RSUs | $2,652,387 | — | — | — |
| PSUs | $2,363,799 | $2,363,799 | $2,363,799 | $8,285,662 (assumes continued employment through performance periods) |
Restrictive covenants and clawbacks:
- Clawback: Awards subject to Company clawback for covenant breaches, Code of Ethics violations, and fraud/misconduct‑driven restatements; separate Dodd‑Frank Rule 10D‑1/NYSE 303A.14‑compliant policy mandates recoupment upon accounting restatements .
- Covenants: Confidentiality, non‑solicitation (one year after termination or last vest date), IP assignment; non‑compete removed from LTI agreements granted after July 1, 2023 .
Qualified retirement status: Scarlett attained qualified retirement conditions in June 2023, affecting continued vesting of RSUs and PSU proration as above .
Investment Implications
- Alignment: Scarlett meets ownership guidelines and is subject to stringent clawback and anti‑hedging/pledging policies, supporting alignment; her LTI mix is 50% PSUs tied to relative TSR, reinforcing shareholder value linkage .
- Performance sensitivity: STI outcomes tied to operating income and revenue (with “Shared Success”), and PSUs to TSR; FY22 PSU payout at 0% demonstrates genuine downside sensitivity when relative performance lags .
- Retention dynamics: Qualified retirement status (June 2023) means RSUs continue vesting on schedule post‑retirement and PSUs prorate, reducing forced selling risk but potentially softening retention leverage; however, substantial PSU value under change‑of‑control is contingent on employment through performance periods, preserving some retention incentive in strategic events .
- Trading signals: Significant option exercises in August 2024 (value realized $1.54M) reflect approaching expirations and liquidity actions; while not inherently negative, monitor for patterns of 10b5‑1 plans or repeated exercises/vest‑sales that could indicate selling pressure around vesting/expiry windows .
Overall, Scarlett’s pay is heavily at‑risk and levered to operational and market outcomes; governance features (ownership requirements, clawbacks, anti‑pledging) mitigate misalignment, while qualified retirement status and CIC terms shape retention and potential event‑driven realization dynamics .