Lisa Caputo
Director at BBY
Board
About Lisa M. Caputo
Independent director since 2009 (age 61); Chair of the Nominating, Corporate Governance & Public Policy Committee and member of the Compensation & Human Resources Committee. Executive Vice President and Chief Marketing, Communications and Customer Experience Officer at The Travelers Companies, Inc. (2011–present). Education: Brown University; Northwestern University. Independence affirmed under NYSE/SEC standards; one of ten independent nominees in 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Travelers Companies, Inc. | EVP & Chief Marketing, Communications & Customer Experience Officer | 2011–present | Senior leadership in marketing, digital, customer experience; innovation perspective leveraged by BBY’s growth initiatives. |
| Citigroup, Inc. | Global Chief Marketing Officer & EVP | 2007–2010 | Advised CEOs; marketing/communications/government affairs; community relations. |
| Citigroup, Inc. | Chief Marketing & Community Relations Officer, Global Consumer Group | 2005–2007 | Customer/brand initiatives. |
| Citigroup, Inc. (Public Sector Group) | Managing Director & Senior Banker | 2010–2011 | Government/public sector engagement. |
| Women & Co. (Citigroup) | Founder, Chairman & CEO | 2000–2011 | Financial education/services for women; social impact strategy. |
| U.S. Government (Executive Office) | Deputy Assistant to President; Press Secretary to First Lady | Not disclosed | Public affairs/government expertise brought to BBY’s governance and public policy oversight. |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| The Travelers Companies, Inc. | EVP & CXO | No disclosure of board seat | Operating role at a public insurer (TRV); no BBY-related party transactions disclosed with Travelers. |
| Other Public Boards | — | None | BBY biography lists “Other Public Boards: None.” |
Board Governance
- Committee assignments: Chair, Nominating, Corporate Governance & Public Policy (4 meetings in FY2025); Member, Compensation & Human Resources (4 meetings in FY2025).
- Independence: Board determined Caputo (and all non-CEO nominees) are independent under NYSE/SEC standards; Compensation Committee members subject to “enhanced independence.”
- Attendance/engagement: Board held 4 regular meetings; each incumbent director attended ≥75% of Board and applicable committee meetings; annual director education sessions held Sept/Dec 2024 focused on AI; executive sessions of independent directors occur at each regular Board meeting.
- Risk oversight: Nominating Committee oversees governance, CR&S strategy, and public policy risks via quarterly updates; Compensation Committee oversees human capital and inclusion/belonging risks.
- Policies enhancing alignment: Anti-hedging and anti-pledging policy; director stock ownership guideline of 10,000 shares and hold 50% of granted equity until met; all non-management directors were in compliance in FY2025.
Fixed Compensation
| Component | Amount | Period/Grant | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $100,000 | FY2025 | Paid quarterly, in arrears. |
| Committee chair retainer (NCGPP) | $20,000 | FY2025 | Caputo chairs NCGPP. |
| Total cash fees earned | $120,000 | FY2025 | As reported in Director Compensation Table. |
| Meeting fees | None disclosed | FY2025 | Compensation structure relies on retainers and equity. |
Performance Compensation
| Equity Element | Grant Date | Grant Value | Units Granted | Vesting | Holding/Other Terms |
|---|---|---|---|---|---|
| Annual RSU grant | June 12, 2024 | $195,000 | 2,258 RSUs | Fully vest 1 year from grant | Must be held until director leaves Board; dividend equivalents subject to same restrictions; equity awards prorated if departure before vest (except for Cause). |
| Unvested RSUs (as of Feb 1, 2025) | — | — | 2,332 RSUs | Unvested at FY2025 year-end | Outstanding count reflects year-end status. |
| Deferred RSUs held (as of Feb 1, 2025) | — | — | 45,547 RSUs | Vested, held until Board exit | Director holding requirement in place. |
No performance-based director equity or option awards; RSUs are time-based. No stock options granted; no meeting fees or cash bonuses for directors.
Other Directorships & Interlocks
| Company/Body | Role | Interlocks/Related Parties | Status |
|---|---|---|---|
| Best Buy Compensation & Human Resources Committee | Member | Committee comprised entirely of independent directors; no interlocks or insider participation in FY2025. | Clean (no interlocks). |
| Other companies’ boards/comp committees | — | None of BBY executives served on other boards’ comp committees with reciprocal ties. | Clean (no interlocks). |
Expertise & Qualifications
- Deep marketing, communications, digital, and customer experience expertise; corporate responsibility & sustainability leadership.
- Public affairs/government background from White House service.
- Finance and retail services exposure via Citigroup; founder/operator experience with Women & Co.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Lisa M. Caputo | 57,796 | <1% | 10,000 outstanding shares; 47,796 RSUs convertible to shares upon Board departure within 60 days of Mar 31, 2025. |
| Compliance with Director Ownership Guidelines | In compliance | — | Directors must own 10,000 shares and hold RSUs until departure; all non-management directors compliant in FY2025. |
Anti-hedging and anti-pledging: Directors prohibited from hedging or pledging company securities, supporting alignment.
Governance Assessment
- Board effectiveness: Long-tenured independent director (since 2009) with strong governance role as NCGPP Chair; active oversight of board composition/evaluation and public policy/CR&S.
- Alignment: Majority of Caputo’s FY2025 director pay delivered in equity ($195,046 RSUs vs $120,000 cash), with mandatory holding until Board exit and stock ownership guidelines—strong skin-in-the-game signal.
- Independence & attendance: Independence affirmed; attendance threshold met; executive sessions and continuing education reinforce oversight quality.
- Conflicts/related parties: BBY reports no director-related party transactions; Compensation Committee shows no interlocks; anti-pledging policy in place—no red flags identified for Caputo.
- Shareholder signals: Say-on-Pay has averaged 93.1% approval over last five years—reflects broad support for BBY’s compensation governance framework.
RED FLAGS: None identified specific to Caputo (no related-party exposure, no interlocks, no hedging/pledging, attendance adequate).
Insider Trades and Section 16 Compliance
| Period | Form 4/Section 16 Status | Notes |
|---|---|---|
| FY2025 | Compliant | BBY states directors complied with Section 16(a) filing requirements; no delinquent reports noted. |
Director Compensation Mix (FY2025)
| Item | Amount | Mix |
|---|---|---|
| Cash (retainers) | $120,000 | Majority-independent structure; no meeting fees. |
| Equity (RSUs) | $195,046 | Annual RSUs; one-year vest; held until departure. |
| Total | $315,046 | Equity-weighted compensation supports alignment. |
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | FY2025 Meetings | Oversight Focus |
|---|---|---|---|
| Nominating, Corporate Governance & Public Policy | Chair | 4 | Director recruitment/qualifications; board/committee evaluations; governance principles; CR&S/public policy oversight. |
| Compensation & Human Resources | Member | 4 | Executive/director pay philosophy; CEO evaluation; succession; compensation risk oversight; inclusive culture. |
Say-on-Pay & Shareholder Feedback
- Average say-on-pay approval over last 5 years: 93.1%, reflecting support for BBY’s pay-for-performance and governance practices; Compensation Committee integrates shareholder feedback in program design.
Related Party Transactions (Conflicts Check)
- Policy prohibits related-party transactions >$120,000 without Audit Committee/Board approval; BBY reports no director-related party transactions in FY2025; ongoing oversight maintained.