Todd Hartman
Executive Vice President, Chief Legal & Risk Officer and Secretary at BBY
Executive
About Todd Hartman
Todd G. Hartman is Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary at Best Buy, responsible for legal, global risk and compliance functions; he joined Best Buy in 2006, served as Deputy General Counsel (2011–2017), Chief Risk & Compliance Officer (2017–2019), and was appointed General Counsel in 2019 . He is 58 years old and has 19 years with the company as of March 19, 2025 . Education: B.S. in Communications (Northwestern University) and J.D. (Harvard Law School) . Company performance context during his tenure: fiscal 2025 revenue $41.5B, operating income rate 3.0%, adjusted diluted EPS $6.37 and diluted EPS $4.28; fiscal 2025 STI paid at 83.34% of target based on operating income, revenue, and Shared Success metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Best Buy | Chief Legal & Risk Officer; Corporate Secretary | 2019–present | Oversees legal, risk and compliance; corporate governance and board processes |
| Best Buy | Chief Risk & Compliance Officer | 2017–2019 | Led enterprise data security, customer privacy, ERM, global security, BCDR, investigations, crisis response, compliance & ethics |
| Best Buy | Deputy General Counsel | 2011–2017 | Senior legal leadership across corporate matters |
| Best Buy | Chief Compliance Officer; VP Strategic Alliances | Pre‑2011 | Built compliance programs and strategic partnerships |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Robins Kaplan LLP | Partner | Pre‑2006 | Litigation and technology sector expertise |
| Washington, D.C. (private practice) | Telecom/technology attorney | Pre‑2006 | Regulatory and technology legal experience |
| Best Buy Foundation | Chair | Current | Oversees philanthropy including Teen Tech Centers |
| Retail Litigation Center | Board member | Current | Industry advocacy and litigation policy |
| Equal Justice Works | Board member | Current | Legal services and access to justice initiatives |
| University of Minnesota Law School | Adjunct faculty | Current | Legal education and mentorship |
| Markaaz, Inc. | Advisory board | Current | Fintech/SMB risk/data ecosystem advisory |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $742,308 | $779,615 | $800,096 |
| Target Bonus % (STI) | 125% | 125% | 125% |
| STI Target ($) | $— (not disclosed in table) | $— (not disclosed) | $981,250 |
| STI Score (x of target) | — | — | 0.7585 |
| STI Paid ($) | $1,699,623 | $170,929 | $744,279 |
| All Other Compensation ($) | $36,631 | $53,002 | $68,470 |
| Total Compensation ($) | $3,978,359 | $2,503,534 | $3,112,837 |
Notes:
- Fiscal 2024 annual base salary rate remained $785,000 (beginning and end of year, 0% change) .
- STI plan metrics and weighting (Operating Income 45%, Revenue 35%, CR&S 20%) and company-wide score conversion (0.7585) drove Hartman’s FY 2024 payout .
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Short-Term Incentive (FY 2024) | Compensable Enterprise Operating Income | 45% | Targets set below FY2023 results (committee-approved) | Aggregated to blended score 0.7585 | 0.7585x of target | Paid in cash after fiscal year |
| Short-Term Incentive (FY 2024) | Compensable Enterprise Revenue | 35% | Targets set below FY2023 results | Included in blended score 0.7585 | 0.7585x | Cash |
| Short-Term Incentive (FY 2024) | CR&S (Belonging, Social Impact, Sustainability) | 20% | Qualitative score | Included in blended score 0.7585 | 0.7585x | Cash |
| Long-Term Incentive (Grant 3/20/2023) | Relative TSR vs S&P 500 | 50% of LTI value | 8,625 target shares | Pays 0–150% over 3 years (2023–2026) | TBD at end of period | Earned after 3-year performance period |
| Long-Term Incentive (Grant 3/20/2023) | Time-based RS | 50% of LTI value | 9,600 RS | Vests ratably one-third p.a. | N/A | 1/3 on each anniversary of grant |
Notes:
- FY 2024 performance share payouts under earlier cycles paid at 0% (TSR award) and 74.2% (Revenue CAGR award); Hartman’s vesting reflected in “Stock Vested” table (12,451 shares, $949,274 value) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (as of Apr 1, 2024) | 39,001 shares: 21,260 outstanding; 268 Retirement Saving Plan; 10,900 in revocable trust; options exercisable 6,573 within 60 days |
| Ownership Guidelines | 3x salary ownership target; counts include non-vested time-based RS (net of taxes); exclude performance awards and unexercised options |
| Guideline Compliance (FY 2024 Year-End) | Target 31,114 shares; ownership 13,535 shares (below target); must retain ≥50% of holdings until target met |
| Anti-Hedging/Pledging | Executives prohibited from hedging or pledging company stock; no margin accounts allowed |
| Outstanding Equity (FY 2024 Year-End) | 9,955 unvested RS (3/20/2023); 4,473 unearned performance shares (3/20/2023); 5,400 RS (3/20/2022); 3,664 unearned performance shares (3/20/2022); 2,372 RS (3/20/2021); 3,184 unearned performance shares (3/20/2021) |
| Options | 12,573 options (strike $51.65; exp. 3/19/2030) |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (Involuntary under plan) | Lump sum equal to two years of salary; $25,000 in lieu of outplacement/tax/financial assistance; 150% of cost of 23 months medical/dental/vision and 17 months life insurance; one month of company-paid COBRA and group life premiums |
| FY 2024 Estimated Severance Amounts | Involuntary termination under severance plan: $1,677,212 for Hartman |
| Change-of-Control (cash) | No separate cash multiple disclosed for Hartman (CEO has enhanced terms); Hartman covered by plan absent individual agreement |
| Equity Treatment on Termination | Post-termination option treatment: voluntary or involuntary without cause—vested options exercisable 60 days; death/disability—1 year; CoC termination—unvested options vest 100%, exercisable 60 days; qualified retirement—continue vesting per schedule |
| Restrictive Covenants | Confidentiality, non-solicitation, IP assignment included in LTI award agreements; historical non-compete of one year after termination or last vest date—removed for awards granted after July 1, 2023 |
| Clawback | Company clawback for breaches (restrictive covenants, Code of Ethics, fraud/misconduct restatements); separate Dodd-Frank compliant clawback adopted Sept 2023 for restatements |
| Private Jet Use | Only CEO may request private jet services; CEO may authorize use by other employees; personal travel must be reimbursed within 90 days |
Risk Indicators & Red Flags
- Delinquent Section 16(a) reporting: Hartman had two gift transactions and three gift transfers to his revocable trust reported on a delayed basis (Form 4/A dated Dec 22, 2023) .
- Anti-pledging/hedging policy in place; executives prohibited from pledging BBY stock, reducing alignment risk from collateralization .
Compensation Peer Group (Benchmarking context)
- Best Buy’s FY 2024 compensation peer group included Amazon, Target, Walmart, Home Depot, Lowe’s, CVS, Walgreens, Nike, Macy’s, Kohl’s, CarMax, eBay, CDW, Nordstrom (used for market benchmarking and design) .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote approval remained strong: 92.5% in 2023 and 91.8% in 2024; ongoing engagement with top shareholders informs program design .
Investment Implications
- Alignment: Hartman’s pay is predominantly at‑risk via STI tied to operating income/revenue and LTI split between relative TSR and time‑based RS; clawbacks and anti‑hedging/pledging strengthen alignment .
- Near‑term selling pressure: Time‑based RS from March grants vest annually and options expiring in 2030 could lead to periodic sales; FY 2024 vesting of 12,451 shares ($949k) evidences recurring equity liquidity events .
- Retention: Severance economics (2x salary plus benefits) and continued vesting on qualified retirement support retention; removal of non‑compete from LTI awards granted after July 1, 2023 slightly lowers post‑employment restrictions .
- Governance/risk: Delayed Form 4 filings are a minor process red flag but mitigated by robust clawbacks, compliance leadership, and strict trading policies .
Sources: Best Buy DEF 14A 2024 and 2025, Executive Officers supplemental info, and Best Buy corporate leadership page .