Mario Marte
Director at BBY
Board
About Mario J. Marte
Mario J. Marte is an independent director of Best Buy, serving since January 2021. He is age 49, educated at the University of South Florida and Duke University, and is designated an audit committee financial expert. Marte is the retired CFO of Chewy, Inc., where he led the IPO and scaled the business from $250 million to over $11 billion in revenue across eight years, bringing deep finance, e-commerce, and global operational experience to Best Buy’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chewy, Inc. | Chief Financial Officer | 2018–2023 | Led finance, accounting, corporate development, risk, IR; drove IPO and growth strategy |
| Chewy, Inc. | VP Finance & Treasurer | 2015–2018 | Built FP&A, operations finance, treasury functions; supported fundraisings and sale to BC Partners |
| Hilton Worldwide | VP Financial Planning & Analysis | 2011–2015 | Global FP&A leadership in capital-intensive hospitality |
| Various (incl. American Airlines) | Finance Leadership Roles | 2003–2011 | International finance roles across regions/currencies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FIGS, Inc. | Director | Current (as disclosed) | Other public board seat; committee roles not disclosed in BBY proxy |
Board Governance
- Committee assignments: Audit Committee Chair; member, Nominating, Corporate Governance & Public Policy Committee; designated audit committee financial expert .
- Independence: Board determined all non-management directors (including Marte) are independent under SEC/NYSE rules; the CEO is the only non-independent director .
- Attendance: In fiscal 2025, the Board held 4 regular meetings; each incumbent director attended at least 75% of Board and committee meetings; eleven directors attended the 2024 Regular Meeting of Shareholders .
- Committee scope and engagement: Audit Committee met 9 times in FY2025, overseeing financial reporting integrity, internal controls, related party transactions, cybersecurity disclosures, internal/external audit performance, and auditor independence; Nominating Committee met 4 times in FY2025, overseeing director nominations, governance principles, board evaluations, and ESG/public policy oversight .
- Executive sessions: Independent directors meet in executive sessions during each regular Board meeting .
| Committee Meetings | FY 2024 | FY 2025 |
|---|---|---|
| Audit Committee (Marte is Chair) | 9 | 9 |
| Nominating, Corporate Governance & Public Policy | 4 | 4 |
| Board Regular Meetings | 4 (rate disclosure) | 4 (rate disclosure) |
Fixed Compensation
- Structure: Annual cash retainer $100,000; Audit Committee chair retainer $25,000; Compensation, Nominating, Finance chair retainers $20,000; non-executive chair receives additional compensation ($65,000 cash and $135,000 equity in FY2024) .
- Actual director cash fees (Marte): $115,659 in FY2024; $125,000 in FY2025 (consistent with $100k base + $25k audit chair retainer) .
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $115,659 | $125,000 |
| Chair Retainer Reference (Audit) | $25,000 (program term) | Program not restated; cash total implies chair retainer |
Performance Compensation
Directors receive time-based restricted stock units (RSUs), not performance share units; RSUs vest one year from grant date and must be held until departure; RSUs include dividend equivalents subject to the same restrictions. No performance metrics (e.g., TSR, EBITDA) apply to director equity grants .
| Equity Grant Structure | FY 2024 | FY 2025 |
|---|---|---|
| Annual RSU grant value | $195,049 | $195,046 |
| RSU count (annual grant reference) | 2,545 RSUs (June 13, 2023 grant to then-serving directors) | Not explicitly stated; unvested units outstanding: 2,332 |
| Vesting | Fully vest 1 year from grant date; held until board departure | Fully vest 1 year from grant date; held until board departure |
| Performance metrics | None (time-based RSUs only) | None (time-based RSUs only) |
Other Directorships & Interlocks
| Company | Relationship to BBY | Potential Conflict Note |
|---|---|---|
| FIGS, Inc. | Unrelated apparel/healthcare scrubs company; no disclosed transactions with BBY | BBY discloses none of its directors are involved in material related party transactions; Board independence affirmed |
Expertise & Qualifications
- Finance and capital markets expertise: Former CFO of Chewy; led IPO; managed accounting, IR, corporate development, risk; deep FP&A, treasury background .
- E-commerce growth and transformation: Scaled Chewy from $250 million to >$11 billion revenue over eight years; reengineered financial strategy and long-term plan .
- Global operations: Finance roles in large, capital-intensive sectors; international experience in Spain and the UK; led teams across APAC, LATAM, NA, and Europe .
- Governance and audit oversight: Audit Committee Chair; designated audit committee financial expert .
Equity Ownership
- Stock ownership guidelines: Non-management directors must own 10,000 shares; directors must hold all RSUs granted until departure; all non-management directors were in compliance in FY2025 .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging company securities .
| Ownership Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficially Owned Shares | 8,363 | 11,087 |
| Percent of Shares Outstanding | <1% | <1% |
| Unvested RSUs (outstanding) | 2,610 | 2,332 |
| Deferred RSUs (vested, held until departure) | 5,846 | 8,838 |
| Compliance with 10,000-share guideline | In compliance | In compliance |
Governance Assessment
- Strengths: Audit Committee Chair and audit financial expert designation point to robust oversight of financial reporting, controls, cybersecurity disclosures, and related party transactions; active committee cadence (Audit 9 meetings in FY2025) signals engagement .
- Independence and attendance: Independent status affirmed; each incumbent director met ≥75% attendance threshold; independent director executive sessions at each regular meeting enhance oversight .
- Alignment: Meets director ownership guideline (10,000-shares); unvested and deferred RSUs held until departure; anti-hedging/-pledging policies reduce misalignment risk .
- Compensation structure: Balanced mix of cash retainer and time-based RSUs; audit chair retainer appropriately compensates added oversight; no performance metrics in director equity (common market practice for directors) .
- Conflicts and related-party exposure: Proxy states none of the directors are involved in material related party transactions; Nominating Committee’s ESG/public policy oversight plus Audit Committee’s related party review mitigate conflict risk .
RED FLAGS: None disclosed related to related-party transactions, hedging/pledging, or attendance shortfalls in FY2025. Director equity is time-based (no performance metrics), which is standard but offers limited pay-for-performance signaling for directors by design .