Karen McLoughlin
BEST BUY COAbout Karen A. McLoughlin
Independent director of Best Buy (BBY), age 60, serving since 2015. She is Chair of the Finance & Investment Policy Committee and a member of the Audit Committee, designated by the Board as an Audit Committee Financial Expert, underscoring deep finance credentials. Education: Wellesley College (BA) and Columbia University (graduate studies). The Board has affirmatively determined she is independent; during fiscal 2025 each incumbent director attended at least 75% of Board and committee meetings, and directors are required to attend the regular shareholders’ meeting (11 directors attended in 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognizant Technology Solutions | Chief Financial Officer | 2012–2020 | Led finance through rapid global growth; revenue rose from $368M (2003) to $16.7B (2020) |
| Cognizant Technology Solutions | SVP, FP&A & Enterprise Transformation | 2008–2012 | Finance leadership supporting transformation |
| Cognizant Technology Solutions | VP, Global FP&A | 2003–2008 | Global planning and analysis |
| Spherion Corp. (now SFN Group) | VP, Finance | 1997–2003 | Senior finance management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilon Health, Inc. | Director | Current | Public company board; complements BBY with healthcare services perspective |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board determined all nominees except the CEO are independent |
| Committees | Audit Committee (member; financial expert) and Finance & Investment Policy Committee (Chair) |
| Committee Meeting Cadence | Audit: 9 meetings; Finance & Investment Policy: 4 meetings in fiscal 2025 |
| Attendance | Each incumbent director attended ≥75% of Board and committee meetings; 11 directors attended the 2024 annual meeting |
| Anti-Hedging/Pledging | Directors prohibited from hedging or pledging BBY securities; also margin accounts prohibited |
| Stock Ownership Guidelines | Directors must own 10,000 shares and hold 50% of granted equity until target met; all directors in compliance |
Fixed Compensation
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid quarterly in arrears |
| Committee Chair Retainer (Finance & Investment Policy) | $20,000 | Chair fee |
| Total Cash Earned (FY2025) | $120,000 | As reported for Karen McLoughlin |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting & Holding |
|---|---|---|---|---|
| Annual Director RSU | Jun 12, 2024 | 2,258 RSUs | $195,046 | Vests one year from grant; RSUs must be held until director leaves the Board |
| Outstanding Director Units (as of Feb 1, 2025) | — | 2,332 unvested; 31,387 deferred units | — | Deferred units have vested but are held until Board departure; unvested units vest per award terms |
No director stock options or meeting fees; director equity is time-based, not performance-conditioned. Dividends on director RSUs accrue and are subject to the same restrictions and vesting criteria as the underlying units.
Other Directorships & Interlocks
| Company | Role | Sector Overlap with BBY | Notes |
|---|---|---|---|
| Agilon Health, Inc. | Director | Low | No BBY-related party transactions disclosed; Board confirms no director-related party transactions |
Expertise & Qualifications
- Finance leadership and transformation experience as former CFO of Cognizant; deep IT services and global operations background supporting BBY’s services and IT oversight.
- Audit Committee Financial Expert designation evidences technical proficiency in financial reporting, controls, and audit oversight.
- Industry experience spans technology and professional services; skills matrix includes finance, growth/transformation, technology/cyber.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial Ownership | 33,636 shares | Represents restricted stock units that would convert to shares if director left the Board within 60 days of Mar 31, 2025; <1% of shares outstanding |
| Unvested vs. Deferred RSUs (as of Feb 1, 2025) | 2,332 unvested; 31,387 deferred | Deferred units held until Board departure; all directors comply with ownership guidelines |
Governance Assessment
- Positive signals: Independent status; Audit Committee Financial Expert; Finance & Investment Policy Committee Chair; compliance with stringent anti-hedging/anti-pledging and stock ownership guidelines; robust committee activity (Audit 9 meetings; Finance 4) indicating oversight engagement.
- Alignment: Director pay mix is balanced—fixed cash plus time-based RSUs with mandatory holding until Board departure, enhancing long-term alignment with shareholders.
- Attendance & engagement: Board-wide attendance threshold met; required participation in shareholder meeting supports accountability.
- Conflicts/related party: Company policy requires Audit Committee/Board approval for related party dealings >$120,000; Company states no directors involved in material related party transactions.
RED FLAGS: None disclosed related to attendance shortfalls, related-party transactions, hedging/pledging, option repricing, or director overboarding (Karen holds one other public board).