Melinda Whittington
Director at BBY
Board
About Melinda D. Whittington
Melinda D. Whittington, age 57, has served as an independent director of Best Buy since March 2023. She is President, Chief Executive Officer (since April 2021) and Board Chair (since 2024) of La‑Z‑Boy Incorporated, and holds a bachelor’s degree from The Ohio State University. Her background spans 30+ years in finance and leadership across consumer-focused industries, including CFO roles at La‑Z‑Boy and Allscripts, and senior finance leadership at Kraft Foods (now Kraft Heinz) and Procter & Gamble .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| La‑Z‑Boy Incorporated | President & CEO | 2021–present | Executive leadership and strategic oversight as CEO; previously CFO |
| La‑Z‑Boy Incorporated | Chief Financial Officer | 2018–2021 | Led financial strategy and operations |
| Allscripts Healthcare Solutions | Chief Financial Officer | 2016–2017 | Oversaw finance in health tech sector |
| Kraft Foods Group (now Kraft Heinz) | SVP, Corporate Controller & Chief Accounting Officer | 2014–2015 | Corporate controllership and accounting leadership |
| Procter & Gamble | Various finance and leadership roles (including international) | 1993–2014 | Global finance experience with international assignments in Costa Rica and Belgium |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| La‑Z‑Boy Incorporated | Board Chair | 2024–present | Board leadership at a public manufacturer-retailer |
| La‑Z‑Boy Incorporated | President & CEO | 2021–present | Chief executive responsibilities |
| Other Public Company Boards | La‑Z‑Boy Incorporated | Current | Only disclosed other public board |
Board Governance
- Independence: Determined independent under NYSE and SEC rules; all committee memberships are independent; only the CEO (Corie Barry) is non-independent .
- Audit Committee financial expert: Designated as an “audit committee financial expert” under SEC rules .
- Committees and meetings in fiscal 2025:
- Audit Committee (9 meetings) — Member; committee oversees financial reporting integrity, controls, compliance/ethics, cybersecurity disclosures, related party transactions, auditor qualifications/performance .
- Finance & Investment Policy Committee (4 meetings) — Member; committee oversees cash/investments protection, returns within risk tolerance, liquidity, capital cost/availability, alignment of strategy and financial resources, and approves certain significant contractual obligations .
- Attendance and engagement:
- The Board held four regular meetings; each incumbent director attended at least 75% of Board and applicable committee meetings; directors are required to attend the regular shareholder meeting (11 directors attended the 2024 meeting) .
- Governance policies relevant to investor confidence: Independent Chair structure; majority voting for directors; anti-hedging/anti-pledging; clawback policies exceeding Dodd‑Frank; no director related‑party transactions; proxy access; no supermajority provisions .
Committee Assignments Summary
| Committee | Role | Meetings (FY2025) | Notes |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 9 | Broad oversight incl. financial reporting, controls, compliance, cybersecurity, related party transactions, auditor oversight |
| Finance & Investment Policy | Member | 4 | Oversight of financial policies, liquidity, investments, capital, and approvals of significant obligations |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer (paid) | $84,066 | $100,000 |
| Committee chair fees | N/A (not a chair) | N/A (not a chair) |
| Meeting fees | Not disclosed | Not disclosed |
| Deferred Compensation Plan eligibility | May defer up to 100% of annual and chair retainers; no company match | |
| Other benefits | Travel reimbursement; D&O indemnity insurance |
Program structure (FY2025 non‑management directors):
- Annual director cash retainer: $100,000; chair retainers (if applicable): Audit $25,000; Compensation $20,000; Nominating $20,000; Finance & Investment Policy $20,000 .
- Non‑executive chair incremental compensation approved: ~$200,000 total (one‑third cash, two‑thirds equity) — not applicable to Whittington .
Performance Compensation
| Equity Element | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Holding Requirement | Notes |
|---|---|---|---|---|---|---|
| Annual RSU award (FY2025 program) | June 12, 2024 | 2,258 RSUs | $195,046 | 1-year from grant date | Must be held until director leaves the Board | Entitled to dividend equivalents, subject to same restrictions |
- Director equity is time‑based RSUs (no performance metrics); awards prorated if a director leaves before vesting unless terminated for Cause (unvested forfeited) .
- Clawbacks: Company maintains clawback policies for cash and equity awards exceeding Dodd‑Frank requirements .
- Anti‑hedging/anti‑pledging: Hedging and pledging of Company securities prohibited for directors .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| La‑Z‑Boy Incorporated | Public company where Whittington is CEO & Chair | No related‑party transaction disclosed between Best Buy and La‑Z‑Boy; Board reports “No Director Related Party Transactions” in governance summary | Disclosed external board role |
- Overboarding risk policy: Best Buy maintains a Director Overboarding Policy as part of governance framework; Whittington’s disclosed roles include Best Buy plus La‑Z‑Boy (CEO & Chair) .
Expertise & Qualifications
- CEO/executive experience: Current CEO and Board Chair of La‑Z‑Boy; former CFO at La‑Z‑Boy and Allscripts .
- Finance/accounting: SVP Corporate Controller & CAO at Kraft; extensive finance experience; designated Audit Committee financial expert at Best Buy .
- Global operations: International assignments (Costa Rica, Belgium) at P&G .
- Retail/consumer sector depth: Career across consumer-facing companies; perspective aligned with Best Buy’s strategy .
Equity Ownership
| Category | Amount |
|---|---|
| Beneficially owned shares (as of Mar 31, 2025) | 5,691 |
| Unvested RSUs (as of Feb 1, 2025) | 2,332 |
| Deferred units (vested but held until departure) | 3,442 |
| Ownership guideline | 10,000 shares required; directors must retain 50% of granted equity until target met |
| Guideline compliance (FY2025) | All non‑management directors in compliance |
| Hedging/Pledging | Prohibited by policy |
Shareholder Voting Outcomes (signals)
| Item | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Election of Melinda D. Whittington (2024 Regular Meeting) | 176,928,114 | 443,849 | 163,129 | 17,344,597 |
| Advisory vote on executive compensation (Say‑on‑Pay, 2024) | 162,888,486 | 14,350,016 | 296,590 | 17,344,597 |
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep finance credentials; Audit Committee financial expert designation enhances board oversight of financial reporting, controls, and cyber disclosure risk .
- Active committee participation (Audit: 9 meetings; Finance & Investment Policy: 4 meetings) and Board-wide attendance above 75% threshold; consistent engagement signals .
- Balanced director pay mix (cash + time‑based RSUs), one‑year vesting, and mandatory holding until board departure support long-term alignment; stock ownership guidelines enforced and in compliance among non-management directors .
- Strong governance guardrails: anti‑hedging/pledging, robust clawbacks, majority voting, independent chair, no director related‑party transactions .
- Shareholder support: High “for” votes on her election and an approved say‑on‑pay resolution in 2024 indicate broad shareholder confidence .
- Potential watch items:
- External CEO/Chair responsibilities at La‑Z‑Boy may increase time commitments; Best Buy maintains a Director Overboarding Policy and reports no director related‑party transactions, mitigating conflict concerns .
- Director equity is time‑based (no performance metrics); alignment relies on ownership guidelines and holding requirements rather than performance hurdles .
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash (FY2025) | Stock Awards (FY2025) | Total (FY2025) |
|---|---|---|---|
| Melinda D. Whittington | $100,000 | $195,046 | $295,046 |
- FY2025 program details: Annual RSU award value $195,000 converted to 2,258 RSUs on June 12, 2024; vests in one year and must be held until board departure; dividend equivalents accrue subject to same restrictions .
- FY2024 comparative data (for mix analysis): Cash $84,066; Stock awards $243,807; Total $327,873 .
Related Policies and Practices
- Deferred compensation: Directors may defer up to 100% of annual and chair retainers; no company contributions/match .
- Other benefits: Reimbursement for necessary business expenses; D&O indemnity insurance coverage .
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