Sima Sistani
Director at BBY
Board
About Sima D. Sistani
Independent director of Best Buy Co., Inc. since March 2023; age 45. Background spans 20+ years leading consumer tech/media platforms, including CEO roles at WW International and Houseparty, with prior growth and media leadership at Yahoo and Tumblr. Education: Duke University; Northwestern University. Current BBY board committees: Nominating, Corporate Governance & Public Policy (NCGPP) and Finance & Investment Policy (FIPC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WW International, Inc. | Chief Executive Officer and director | Mar 2022 – Sep 2024 | Led product strategy and brand growth in tech-enabled health; public company board member during tenure |
| Houseparty | CEO & Co-Founder; at Epic Games post-acquisition | 2015 – 2019 (CEO & Co-Founder); Jun 2019 – Feb 2022 (at Epic Games) | Built synchronous video social network; scaled digital communities; integrated within Epic Games post-2019 acquisition |
| Tumblr, Inc. | Head of Media | 2014 – 2015 | Content/media partnerships; audience growth |
| Yahoo! Inc. (now Altaba Inc.) | Director, Mobile Growth | 2011 – 2014 | Drove mobile user and engagement growth, including post-Tumblr acquisition integration |
External Roles
| Type | Organization | Role | Dates | Notes |
|---|---|---|---|---|
| Current public company boards | — | — | — | Other Public Boards: None (current) |
| Prior public company board | WW International, Inc. | Director (while CEO) | Mar 2022 – Sep 2024 | Served on WW board as CEO |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Sistani listed as “Independent Director.”
- Committees: Member, NCGPP; Member, FIPC (joined Feb 2025).
- Attendance: In fiscal 2025, the Board held four regular meetings; each incumbent director attended at least 75% of Board and committee meetings on which they served.
- Anti-hedging/pledging: Board members are prohibited from hedging or pledging company stock or holding in margin accounts.
- Ownership guideline: Non-management directors must own 10,000 shares; all non-management directors were in compliance in fiscal 2025.
Committee mandates (relevance to investor oversight):
- FIPC: Oversees financial policies, liquidity, returns on financial assets, capital availability/cost, alignment of strategy and resources; approves certain significant contractual obligations.
- NCGPP: Oversees board composition, governance, board evaluation, public policy, and ESG/CR&S oversight.
2025 Election Results (Shareholder Support)
| Director | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Sima D. Sistani | 167,907,390 | 1,526,609 | 247,472 | 16,272,144 |
Fixed Compensation (Non-Employee Director – Fiscal 2025)
| Component | Amount/Details | Source |
|---|---|---|
| Annual cash retainer | $100,000 | |
| Committee chair fees (if applicable) | Audit Chair $25,000; Comp Chair $20,000; NCGPP Chair $20,000; FIPC Chair $20,000 | |
| Equity grant (annual) | $195,000 grant-date fair value in RSUs; 2,258 RSUs granted on June 12, 2024 | |
| S. D. Sistani – Fees earned (cash) | $100,000 | |
| S. D. Sistani – Stock awards (grant-date fair value) | $195,046 | |
| Vesting/holding | RSUs vest 1 year from grant; must be held until director leaves the Board | |
| Dividend equivalents | Paid as equivalents, subject to same restrictions/vesting | |
| Deferred compensation election | Directors may defer up to 100% of annual/committee retainers; no company match |
Notes: Non-executive Chair receives additional $65,000 cash and $135,000 equity; not applicable to Sistani.
Performance Compensation
| Incentive element | Metrics / Structure | Notes |
|---|---|---|
| Director incentives | None (no performance-based pay); equity is time-based RSUs only | Annual RSUs vest after one year; held through board tenure |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current other public boards | None |
| Prior interlocks (Comp Committee) | Company discloses no Compensation Committee interlocks or insider participation in fiscal 2025 |
| Related-party transactions | “None of our directors are involved in a material related party transaction” per governance summary; related-party transactions governed by policy, with approvals by Audit Committee/Board |
Expertise & Qualifications
- CEO/operating executive experience (WW International; Houseparty), digital/e-commerce, product strategy, and customer/brand growth expertise directly relevant to BBY’s omnichannel and digital customer experience agenda.
- Education: Duke University; Northwestern University.
- Committee placements (FIPC, NCGPP) align her tech-growth and customer experience background with capital allocation oversight, governance, public policy, and ESG oversight.
Equity Ownership
| Ownership Detail | Amount | As-Of | Notes |
|---|---|---|---|
| Beneficially owned shares (Sistani) | 5,691 | Mar 31, 2025 | Less than 1% of outstanding shares |
| Unvested RSUs (Sistani) | 2,332 | Feb 1, 2025 | Annual grant unvested units outstanding |
| Deferred (vested, held) RSUs (Sistani) | 3,442 | Feb 1, 2025 | Vested but subject to holding through board service |
| Director ownership guideline | 10,000 shares (retain 50% of granted equity until met; all RSUs held to end of service) | Fiscal 2025 | All non-management directors were in compliance in fiscal 2025 |
| Hedging/Pledging status | Prohibited (hedging and pledging/margin accounts) | Policy | Applies to directors and officers |
| Section 16(a) compliance | In compliance for fiscal 2025 (directors and officers) | Fiscal 2025 | Company review of filings found compliance |
Governance Assessment
- Strengths for investor confidence: Independent director with CEO-scale operating experience in digital platforms and customer engagement; sits on FIPC (capital/liquidity oversight) and NCGPP (governance/ESG/public policy), supporting board effectiveness in strategic capital allocation and governance risk oversight. High shareholder support in 2025 election (167.9M for vs. 1.53M against).
- Alignment and safeguards: Balanced director pay mix ($100k cash; ~$195k equity), mandatory RSU holding to end of service, ownership guideline of 10,000 shares (all directors compliant), and strict anti-hedging/anti-pledging rules enhance alignment and reduce agency risk.
- Conflicts/Red flags: No director-related party transactions; Section 16(a) compliance; no committee interlocks disclosed; company-wide clawback policies cover equity awards; directors’ incentives are not performance-based (reduces pay risk, but also limits pay-for-performance signaling at the board level).
- Engagement and oversight: Board met regularly; all incumbent directors met the 75% attendance threshold; NCGPP actively oversees governance and CR&S; separation of Chair/CEO supports independent oversight.