DEF 14A of Target Corp, Apr 29, 2024

DEF 14A of Target Corp

Filed Apr 29, 2024 · FY20230001308179-24-000626

Open on EDGAR

  1. Our directors

    Our directors

  2. Our directors

    | Name | Age | Director since | Current or notable prior company | Title | Independent | Public boards (including Target) | | David P. Abney | 68 | 2021 | United Parcel Service, Inc. | Former Chairman & CEO | Yes | 3 | | Douglas M. Baker, Jr. | 65 | 2013 | E2SG Partners, LP / Ecolab Inc. | Founding Partner / Former Chairman & CEO | Yes | 2 | | George S. Barrett | 69 | 2018 | The Overtone Group L.L.C. / Cardinal Health, Inc. | Founder / Former Chairman & CEO | Yes | 1 | | Gail K. Boudreaux | 63 | 2021 | Elevance Health, Inc. | President & CEO | Yes | 2 | | Brian C. Cornell | 65 | 2014 | Target Corporation | Chair & CEO | No | 2 | | Robert L. Edwards | 68 | 2015 | Safeway Inc. | Former President & CEO | Yes | 1 | | Donald R. Knauss | 73 | 2015 | The Clorox Company | Former Chairman & CEO | Yes | 3 | | Christine A. Leahy | 59 | 2021 | CDW Corporation | Chair, President & CEO | Yes | 2 | | Monica C. Lozano | 67 | 2016 | ImpreMedia, LLC | Former Chair & CEO | Yes | 3 | | Grace Puma | 61 | 2022 | PepsiCo, Inc. | Former Executive Vice President, Chief Operations Officer | Yes | 2 | | Derica W. Rice | 59 | 2020(1) | CVS Health Corporation / CVS Caremark | Former Executive Vice President/Former President | Yes | 4 | | Dmitri L. Stockton | 60 | 2018 | General Electric Company | Former Senior Vice President & Special Advisor to the Chairman | Yes | 4 |

  3. Our directors

    | (1) Mr. Rice previously served on our Board from September 2007 to January 2018. |

  4. Our directors

    | TARGET CORPORATION 2024 Proxy Statement | 9 |

  5. Item one Election of directors

    Item one Election of directors

  6. Item one Election of directors

    | Item of business | Board recommendation | Voting approval standard | | Election of 12 director nominees named in the 2024 Proxy Statement. | The Board recommends that shareholders vote FOR each director nominee. | More votes “For” than “Against.” Abstentions and broker non-votes have no effect in calculating the required vote. |

  7. Item one Election of directors

    For additional details about the Board recommendation and voting standards, please see Question 10 “What items are being voted upon, how does the Board recommend that I vote, and what are the standards for determining whether any item has been approved?” on page 88.

  8. 2024 nominees for director

    2024 nominees for director After considering the recommendations of the Governance & Sustainability Committee, the Board has set the number of directors at 12 and nominated all current directors to stand for re-election. The Board believes that each of these nominees is qualified to serve as a director of Target and, in addition to the skills listed in the tables on pages 23 – 24, the specific qualifications of each nominee that were considered by the Board follow each nominee’s biographical description. We believe that all nominees will be able and willing to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.

  9. 2024 nominees for director

    | TARGET CORPORATION 2024 Proxy Statement | 24 |

  10. 2024 nominees for director

    | David P. Abney | Former Chairman & CEO, United Parcel Service, Inc. Background David P. Abney is the former Chairman of the Board & Chief Executive Officer of United Parcel Service, Inc., a well-known multinational package delivery and supply chain management company, serving as Executive Chairman from June 2020 to September 2020, Chairman of the Board from February 2016 to June 2020, and Chief Executive Officer from September 2014 to June 2020. He previously held various other leadership positions within UPS, including Chief Operating Officer, President of United Parcel Service Airlines, and President of United Parcel Service International. Skills and qualifications Mr. Abney provides the Board with senior leadership, marketing / brands, human capital management, capital deployment, global supply chain, information security / data privacy, financial management, risk management, reputation management, and environmental, social, and governance skills developed over his more than 40 years of service with UPS in senior leadership positions with escalating levels of responsibility and as CEO where he was responsible for many of the functions requiring those skills. In addition, his service on other public company boards, including experience as a board chair, has enhanced those skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of different board committees through current or prior service on the audit, nominating and governance, compensation, finance, and/or policy committees of other public company boards. | | | | Age 68 Director since 2021 Independent | | | | | Committees • Audit & Risk • Infrastructure & Finance | | | | | | Other public company boards | | | | | Current Freeport-McMoRan Inc. Northrop Grumman Corporation | Within past five years Macy’s, Inc. United Parcel Service, Inc. | Other past boards Allied Waste Industries, Inc. Johnson Controls International plc |

  11. 2024 nominees for director

    | Douglas M. Baker, Jr. | Founding Partner, E2SG Partners, LP / Former Chairman & CEO, Ecolab Inc. Background Douglas M. Baker, Jr. is a Founding Partner of E2SG Partners, LP, a company that invests in new green technologies. He has served in this role since July 2022. Mr. Baker previously served as Executive Chairman of Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial, and energy markets, from January 2021 through May 2022, and as Chairman of the Board & Chief Executive Officer from May 2006 to December 2020. He previously held various other leadership positions within Ecolab, including President and Chief Operating Officer. Skills and qualifications Mr. Baker provides the Board with senior leadership, marketing / brands, human capital management, capital deployment, global supply chain, information security / data privacy, financial management, risk management, reputation management, and environmental, social, and governance skills. Those skills were developed over his more than 30 years of service with Ecolab in a variety of positions, including as CEO where he was responsible for many of the functions requiring those skills, and in brand management roles at The Procter & Gamble Company. With respect to environmental, social, and governance, Mr. Baker made environmental stewardship one of Ecolab’s core values during his CEO tenure and has continued that work with E2SG Partners focusing on environmentally conscious and sustainable solutions. In addition, his prior tenure as Target’s Lead Independent Director and service on other public company boards, including experience as a board chair, has enhanced his skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of different board committees through current or prior service on audit, compensation, nominating and governance, risk management, executive, community reinvestment and public policy, and/or safety, health, and environmental committees of other public company boards. | | | | Age 65 Director since 2013 Independent | | | | | Committees • Compensation & Human Capital Management • Governance & Sustainability | | | | | | Other public company boards | | | | | Current Merck & Co., Inc. | Within past five years Ecolab Inc. | Other past boards U.S. Bancorp |

  12. 2024 nominees for director

    | TARGET CORPORATION 2024 Proxy Statement | 25 |

  13. 2024 nominees for director

    | George S. Barrett | Founder, The Overtone Group, L.L.C. / Former Chairman & CEO, Cardinal Health, Inc. Background George S. Barrett is the Founder of The Overtone Group, L.L.C., an advisory firm focused on providing strategic and operational guidance to profit and non-profit organizations, and on the development of C-suite and emerging leaders. He previously served as Chairman & Chief Executive Officer of Cardinal Health, Inc., a global integrated healthcare services and products company from August 2009 until the end of 2017, when he became Executive Chairman, a position he held until November 2018. Mr. Barrett previously held a number of executive positions with global pharmaceutical manufacturer Teva Pharmaceutical Industries Ltd., including Chief Executive Officer of its North American business and Executive Vice President for global pharmaceuticals. Skills and qualifications Mr. Barrett provides the Board with senior leadership, human capital management, capital deployment, global supply chain, financial management, risk management, reputation management, and environmental, social, and governance skills developed over his more than 30 years of service in the healthcare industry with Cardinal Health, Teva, and Alpharma Inc. During that time, he held executive leadership positions with escalating levels of responsibility, culminating in his role as Chairman and CEO of Cardinal Health where he was responsible for many of the functions requiring those skills. Mr. Barrett also teaches leadership at both Columbia University Mailman School of Public Health and at NYU Stern School of Business and serves as a Co-Chair of the National Academy of Medicine Action Collaborative on Decarbonizing the U.S. Health Sector. In addition, his service on other public company boards, including experience as a board chair, has enhanced his skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of different board committees through current or prior service on the audit, compensation, and finance committees of other public company boards. | | | | Age 69 Director since 2018 Independent | | | | | Committees • Governance & Sustainability (Chair) • Compensation & Human Capital Management | | | | | | Other public company boards | | | | | Current None | Within past five years Montes Archimedes Acquisition Corp. | Other past boards Cardinal Health, Inc. Eaton Corporation plc |

  14. 2024 nominees for director

    | Gail K. Boudreaux | President & CEO, Elevance Health, Inc. Background Gail K. Boudreaux has served as the President & Chief Executive Officer of Elevance Health, Inc., a leading health benefits provider, since November 2017. Ms. Boudreaux previously served as Chief Executive Officer of GKB Global Health, LLC, a healthcare consulting company, and held executive level leadership positions at UnitedHealth Group, Inc. (and its subsidiary, UnitedHealthcare), Health Care Services Corporation, and Aetna, Inc. Skills and qualifications Ms. Boudreaux provides the Board with senior leadership, human capital management, capital deployment, digital tools / data analytics, information security / data privacy, financial management, risk management, reputation management, and environmental, social, and governance skills developed over her more than 30 years of experience in the healthcare and insurance industry with Elevance Health, UnitedHealth Group, Health Care Services Corporation, and Aetna. During that time, she has held executive leadership positions with escalating levels of responsibility, and in her current role as CEO of Elevance Health she is responsible for many of the functions requiring those skills and led the transformation of Elevance Health into a digital-first healthcare company. In addition, her service on other public company boards has enhanced those skills and strengthens the Board’s collective oversight capability. She also has experience with the roles and responsibilities of different board committees through current or prior service on the audit, compensation, nominating and governance, risk management, and/or operations, nuclear, environmental, and safety committees of other public company boards. | | | | Age 63 Director since 2021 Independent | | | | | Committees • Audit & Risk • Infrastructure & Finance | | | | | | Other public company boards | | | | | Current Elevance Health, Inc. | Within past five years Zimmer Biomet Holdings, Inc. | Other past boards Genzyme Corporation Novavax, Inc. Xcel Energy, Inc. |

  15. 2024 nominees for director

    | TARGET CORPORATION 2024 Proxy Statement | 26 |

  16. 2024 nominees for director

    | Brian C. Cornell | Chair & CEO, Target Corporation Background Brian C. Cornell has served as Chair & Chief Executive Officer of Target Corporation since August 2014. Mr. Cornell previously served as Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc. Skills and qualifications Mr. Cornell provides the Board with significant retail knowledge that support his leadership of Target, its business needs, and the different skills required to meet those needs, including retail industry experience, senior leadership, marketing / brands, human capital management, capital deployment, global supply chain, digital tools / data analytics, information security / data privacy, financial management, risk management, reputation management, and environmental, social, and governance. Those skills were developed through his more than 30 years in escalating leadership positions at leading retail and global consumer product companies, including three CEO roles and more than two decades doing business in North America, Asia, Europe, and Latin America. His experience, which includes roles with PepsiCo, Sam’s Club, Wal-Mart Stores, Safeway Inc., and Michaels Stores, Inc., provides important perspectives, having served both as a vendor partner and a competitor to Target. He currently serves on the National Retail Federation’s executive committee and on The Business Council and previously served as chairman of the Retail Industry Leadership Association. In addition, his service on other public company boards, including experience as a non-executive board chair, has enhanced his skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of different board committees through current or prior service on the audit, compensation, nominating and governance, executive and finance, infrastructure, and technology committees of other public company boards. | | | | Age 65 Director since 2014 Chair of the Board since 2014 | | | | | Committees • None | | | | | | Other public company boards | | | | | Current Yum! Brands, Inc. | Within past five years None | Other past boards The Home Depot, Inc. OfficeMax Inc. Polaris Industries Inc. |

  17. 2024 nominees for director

    | Robert L. Edwards | Former President & CEO, Safeway Inc. Background Robert L. Edwards is the former President & Chief Executive Officer of Safeway Inc., a United States food and drug retail company. He also served as President & Chief Executive Officer of AB Acquisition LLC, a North American food and drug retail company due to Albertsons’ acquisition of Safeway Inc. Mr. Edwards previously held several other executive level positions with Safeway Inc., including President & Chief Financial Officer and Executive Vice President & Chief Financial Officer. He also held executive positions at Maxtor Corporation and Imation Corporation. Skills and qualifications Mr. Edwards provides the Board with retail industry experience, senior leadership, human capital management, capital deployment, global supply chain, information security / data privacy, financial management, risk management, and reputation management skills developed over his more than 40 years of service, including as CEO of Safeway where he was responsible for many of the functions requiring those skills, as CFO of Safeway, Maxtor, and Imation, and in positions of increasing responsibility in the areas of finance, administration, and corporate development at Santa Fe Industries. In addition, his service on other public company boards, including experience as a vice chair, has enhanced those skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of different board committees through current or prior service on the audit, compensation, nominating and governance, and finance committees of other public company boards. | | | | Age 68 Director since 2015 Independent | | | | | Committees • Audit & Risk (Chair)(1) • Infrastructure & Finance | | | | | | Other public company boards | | | | | Current None | Within past five years None | Other past boards Blackhawk Network Holdings, Inc. Flextronics International Ltd. KKR Financial Holdings LLC Safeway Inc. Spansion Inc. |

  18. 2024 nominees for director

    | (1) Mr. Stockton was chosen to succeed Mr. Edwards as Chair of the Audit & Risk Committee, effective June 2024. At that time, Mr. Edwards will continue serving as a member of the Audit & Risk Committee. |

  19. 2024 nominees for director

    | TARGET CORPORATION 2024 Proxy Statement | 27 |

  20. 2024 nominees for director

    | Donald R. Knauss | Former Chairman & CEO, The Clorox Company Background Donald R. Knauss is the former Chairman & Chief Executive Officer of The Clorox Company, a leading multinational manufacturer and marketer of consumer and professional products. He also served as Executive Chairman of The Clorox Company. Mr. Knauss previously served as Executive Vice President and Chief Operating Officer of Coca-Cola North America and in various other senior management roles for its subsidiary businesses, and held various marketing and sales positions with PepsiCo, Inc. and The Procter & Gamble Company. Mr. Knauss also served as an Officer in the United States Marine Corps. Skills and qualifications Mr. Knauss provides the Board with retail industry experience, senior leadership, marketing / brands, human capital management, capital deployment, global supply chain, financial management, risk management, reputation management, and environmental, social, and governance skills developed over his more than 40 years of service in the consumer products business. During that time, he held positions of increasing responsibility across several well-known companies, including Clorox, Coca-Cola, PepsiCo, and Procter & Gamble, culminating in his role as CEO of Clorox where he was responsible for many of the functions requiring those skills. With respect to environmental, social, and governance, Mr. Knauss provides an understanding of environmental matters based on raw materials used in Clorox’s business and the focus on sustainable packaging at Coca-Cola. In addition, his service on other public company boards, including experience as an executive chair, non-executive chair, and lead independent director, has enhanced those skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of different board committees through current or prior service on the audit, compensation, nominating and governance, executive, finance, manufacturing, consumer, and shopper marketing, and/or board affairs committees of other public company boards. | | | | Age 73 Director since 2015 Independent | | | | | Committees • Infrastructure & Finance (Chair) • Compensation & Human Capital Management | | | | | | Other public company boards | | | | | Current Kellanova (fka Kellogg Company) McKesson Corporation | Within past five years None | Other past boards The Clorox Company URS Corporation |

  21. 2024 nominees for director

    | Christine A. Leahy | Chair, President & CEO, CDW Corporation Background Christine A. Leahy is the Chair, President & Chief Executive Officer of CDW Corporation, a multi-brand technology solutions provider to business, government, education, and healthcare customers. She has served as Chair of the board of CDW since January 2023 and as President & Chief Executive Officer since January 2019, and served as Chief Revenue Officer from July 2017 to December 2018. She also previously served CDW as Senior Vice President–International and Chief Legal Officer/General Counsel and Corporate Secretary. Before joining CDW Corporation, she was a corporate law partner in the Chicago office of Sidley Austin LLP, an international business law firm. Skills and qualifications Ms. Leahy provides the Board with senior leadership, human capital management, global supply chain, information security / data privacy, financial management, risk management, reputation management, and environmental, social, and governance skills developed over her more than 20 years of service with CDW in executive leadership positions with escalating levels of responsibility across multiple functions and in her corporate law career at Sidley Austin. In her current role as Chair, President & CEO of CDW she is responsible for many of the functions requiring those skills. In addition, her service on CDW’s board of directors has enhanced those skills and strengthens the Board’s collective oversight capability. She also has experience with the roles and responsibilities of different board committees through her prior role as Chief Legal Officer/General Counsel and Corporate Secretary of CDW and in advising clients as a corporate law partner at Sidley Austin. | | | | Age 59 Director since 2021 Independent | | | | | Committees • Compensation & Human Capital Management • Governance & Sustainability | | | | | | Other public company boards | | | | | Current CDW Corporation | Within past five years None | Other past boards None |

  22. 2024 nominees for director

    | TARGET CORPORATION 2024 Proxy Statement | 28 |

  23. 2024 nominees for director

    | Monica C. Lozano | Lead Independent Director, Target Corporation / Former Chair & CEO, ImpreMedia, LLC Background Monica C. Lozano is the former President and Chief Executive Officer of The College Futures Foundation. She held that position from December 2017 until July 2022. She also co-founded The Aspen Institute Latinos and Society Program and served as Chair of its Advisory Board from January 2015 to October 2019. Ms. Lozano previously served as Chairman of U.S. Hispanic Media, Inc., a leading Hispanic news and information company. Ms. Lozano previously served in the roles of Chair and Chief Executive Officer of ImpreMedia, LLC, a leading Hispanic news and information company and wholly owned subsidiary of U.S. Hispanic Media, Inc. Ms. Lozano also served as Chief Executive Officer and Publisher of La Opinión, a subsidiary of ImpreMedia, LLC, and in several management-level roles with the company. Ms. Lozano also serves on the board of the Weingart Foundation, a private grantmaking foundation advancing racial, social, and economic justice in Southern California, and previously served as a trustee of both the University of California and the University of Southern California. Skills and qualifications Ms. Lozano provides the Board with senior leadership, marketing / brands, human capital management, digital tools / data analytics, financial management, risk management, reputation management, and environmental, social, and governance skills developed over her more than 40 years of service in the news, information, and media industry and with a variety of non-profit boards and advisory groups. Notably, while CEO of ImpreMedia, she developed digital tools / data analytics skills while leading the company as an early adopter of digital platforms, and has continued to increase those skills as a member of the board of directors of Apple Inc. Her role as Target’s Lead Independent Director and service on other public company boards has enhanced her skills and strengthens the Board’s collective oversight capability. She also has experience with the roles and responsibilities of different board committees through current or prior service on the audit, compensation, nominating and governance, enterprise risk, credit, asset quality, executive, and/or ethics, quality, and compliance committees of other public company boards. | | | | Age 67 Director since 2016 Lead Independent Director since 2021 | | | | | Committees • Compensation & Human Capital Management (Chair) • Governance & Sustainability | | | | | | Other public company boards | | | | | Current Apple Inc. Bank of America Corporation | Within past five years None | Other past boards The Walt Disney Company Tenet Healthcare Corporation |

  24. 2024 nominees for director

    | Grace Puma | Former Executive Vice President, Chief Operations Officer, PepsiCo, Inc. Background Grace Puma is the former Executive Vice President, Chief Operations Officer at PepsiCo, Inc., a multinational food, snack, and beverage corporation. She held that position from 2017 until April 2022. Previously, Ms. Puma served PepsiCo, Inc. as Senior Vice President, Chief Supply Officer and Senior Vice President, Global Chief Procurement Officer. She also served as Senior Vice President, Global Chief Procurement Officer at United Airlines Holdings, Inc. and held a variety of positions at Kraft Foods, Inc. and Motorola, Inc. Skills and qualifications Ms. Puma provides the Board with retail industry experience, senior leadership, human capital management, capital deployment, global supply chain, financial management, risk management, and environmental, social, and governance skills developed over her more than 30 years of service with escalating levels of responsibility across multiple functions at a variety of well-known companies, including over a decade with PepsiCo. As Chief Operations Officer at PepsiCo she was responsible for many of the functions requiring those skills. With respect to environmental, social, and governance, Ms. Puma was a member of the PepsiCo executive steering team that evaluated environmental, social, and governance strategy and program recommendations. In addition, her service on other public company boards has enhanced her skills and strengthens the Board’s collective oversight capability. She also has experience with the roles and responsibilities of different board committees through current or prior service on the audit and finance and talent committees of other public company boards. | | | | Age 61 Director since 2022 Independent | | | | | Committees • Audit & Risk • Infrastructure & Finance | | | | | | Other public company boards | | | | | Current Organon & Co. | Within past five years Williams-Sonoma, Inc. | Other past boards None |

  25. 2024 nominees for director

    | TARGET CORPORATION 2024 Proxy Statement | 29 |

  26. 2024 nominees for director

    | Derica W. Rice | Former Executive Vice President, CVS Health Corporation / Former President, CVS Caremark Background Derica W. Rice is the former Executive Vice President of CVS Health Corporation, a provider of health services and plans in the United States, and former President of CVS Caremark, the pharmacy benefits management business of CVS Health Corporation. He served in those positions from March 2018 to February 2020. Mr. Rice previously held several other executive level positions over nearly three decades with Eli Lilly and Company, a pharmaceutical company, including Chief Financial Officer and Executive Vice President, Global Services. Skills and qualifications Mr. Rice provides the Board with retail industry experience, senior leadership, human capital management, capital deployment, global supply chain, information security / data privacy, financial management, risk management, reputation management, and environmental, social, and governance skills developed over his more than 30 years of service with escalating levels of responsibility across finance and operations at Eli Lily and CVS. As Executive Vice President of CVS Health Corporation and President of CVS Caremark he was responsible for many of the functions requiring those skills. In addition, his service on other public company boards has enhanced those skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of different board committees through current or prior service on the audit, compensation, and nominating and governance committees of other public company boards. | | | | Age 59 Director since 2020 Independent | | | | | Committees • Audit & Risk • Infrastructure & Finance | | | | | | Other public company boards | | | | | Current Bristol-Myers Squibb Company The Carlyle Group Inc. The Walt Disney Company | Within past five years None | Other past boards Target Corporation(1) |

  27. 2024 nominees for director

    | (1) Mr. Rice previously served on our Board from September 2007 to January 2018. |

  28. 2024 nominees for director

    | Dmitri L. Stockton | Former Senior Vice President & Special Advisor to the Chairman, General Electric Company Background Dmitri L. Stockton is the former Senior Vice President & Special Advisor to the Chairman of General Electric Company, a global infrastructure and technology conglomerate. Mr. Stockton previously held several other executive level positions with General Electric Company, including Chairman, President, & Chief Executive Officer of GE Asset Management Incorporated, President & Chief Executive Officer of GE Capital Global Banking/Senior Vice President of General Electric Company based in London, President & Chief Executive Officer of GE Consumer Finance, Central & Eastern Europe, and Vice President of General Electric Company. Skills and qualifications Mr. Stockton provides the Board with senior leadership, marketing / brands, human capital management, capital deployment, information security / data privacy, financial management, risk management, reputation management, and environmental, social, and governance skills developed over his more than 30 years of service with General Electric Company in senior leadership positions with escalating levels of responsibility, including different CEO roles where he was responsible for many of the functions requiring those skills. In addition, his service on other public company boards has enhanced those skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of different board committees through current or prior service on the audit, compensation, finance, and/or executive committees of other public company boards. | | | | Age 60 Director since 2018 Independent | | | | | Committees • Audit & Risk(1) • Governance & Sustainability | | | | | | Other public company boards | | | | | Current Deere & Company Ryder System, Inc. WestRock Company | Within past five years Stanley Black & Decker, Inc. | Other past boards Synchrony Financial |

  29. 2024 nominees for director

    | (1) Mr. Stockton was chosen to succeed Mr. Edwards as Chair of the Audit & Risk Committee, effective June 2024. At that time, Mr. Edwards will continue serving as a member of the Audit & Risk Committee. |

  30. 2024 nominees for director

    | | The Board recommends that shareholders vote For each of the nominees named above for election to our Board. |

  31. 2024 nominees for director

    | TARGET CORPORATION 2024 Proxy Statement | 30 |

  32. Director compensation

    Director compensation Our philosophy with respect to non-employee director compensation is to align the interests of non-employee directors with the interests of our shareholders and to provide market competitive compensation commensurate with the work required to serve on Target’s Board. In developing compensation recommendations for directors, our external compensation consultant, Semler Brossy, relies on its understanding of Target’s business and compensation programs, as well as retail and general industry peer group benchmarking. Peer group comparisons are determined by use of compensation data obtained by our internal executive compensation team from publicly available proxy statements and analyzed by Semler Brossy. The companies comprising those peer groups can be found on pages 52 - 53. We do not pay any Team Member who also serves on Target’s Board any additional compensation for serving on Target’s Board. Currently, Brian C. Cornell, our Chair & CEO, is the only director who is a Team Member. For information about Mr. Cornell’s compensation, please see the CD&A beginning on page 37 and the compensation tables beginning on page 55. In November of each year, Semler Brossy provides an independent recommendation for non-employee director compensation for the following year to the Compensation & Human Capital Management Committee for approval.

  33. General description of non-employee director compensation

    General description of non-employee director compensation Our non-employee director compensation program allows directors to choose one of two forms of annual compensation:

  34. General description of non-employee director compensation

    | • | a combination of cash and RSUs; or | | • | RSUs only. |

  35. General description of non-employee director compensation

    Each form under the compensation program is intended to provide $310,000 in value to non-employee directors as follows:

  36. General description of non-employee director compensation

    | | Cash | RSUs | | Combination (Cash and RSUs) | $120,000 | $190,000 | | RSUs Only | $0 | $310,000 |

  37. General description of non-employee director compensation

    The forms of annual compensation have the following terms:

  38. General description of non-employee director compensation

    | • | The cash retainer is paid pro-rata in quarterly installments. Directors may defer receipt of all or a portion of any cash retainer into the DDCP. Deferrals earn market returns based on the investment alternatives chosen by them from the funds offered by the Target 401(k) Plan, except that the DDCP alternatives also include a Target common stock fund. | | • | RSUs are granted in March each year and vest quarterly over a one-year period. Vested RSUs are converted to shares of Target common stock immediately following a director’s departure from the Board. Dividend equivalents are accrued on RSUs in the form of additional RSUs, subject to the same conditions as the underlying RSUs, and converted to shares if and after the underlying RSUs are converted to shares. |

  39. General description of non-employee director compensation

    New directors also receive a one-time grant of RSUs with a $50,000 grant date fair value upon joining the Board, as well as a pro-rated portion of the annual compensation based on the date they joined the Board using the “Combination (Cash and RSUs)” form of compensation described in the table at the beginning of this section. The Lead Independent Director and Committee Chairs receive additional compensation for those roles, which is paid: (a) in cash if the director elects a combination of cash and RSUs, or (b) in RSUs if the director elects all RSUs. The compensation for the Lead Independent Director and Committee Chairs is as follows:

  40. General description of non-employee director compensation

    | Role | Amount | | Lead Independent Director | $35,000 | | Audit & Risk Chair | $25,000 | | Compensation & Human Capital Management Chair | $25,000 | | Governance & Sustainability Chair | $25,000 | | Infrastructure & Finance Chair | $25,000 |

  41. General description of non-employee director compensation

    | TARGET CORPORATION 2024 Proxy Statement | 31 |

  42. Director compensation table

    Director compensation table

  43. Director compensation table

    | Name | Fees earned or paid in cash | Stock awards(1)(2) | Total(3) | | David P. Abney | $120,000 | $190,058 | $310,058 | | Douglas M. Baker, Jr.(4) | $0 | $335,128 | $335,128 | | George S. Barrett(4) | $16,667 | $310,026 | $326,693 | | Gail K. Boudreaux | $0 | $310,026 | $310,026 | | Robert L. Edwards(4) | $145,000 | $190,058 | $335,058 | | Melanie L. Healey(5) | $50,000 | $190,058 | $240,058 | | Donald R. Knauss(4) | $145,000 | $190,058 | $335,058 | | Christine A. Leahy | $0 | $310,026 | $310,026 | | Monica C. Lozano(4) | $180,000 | $190,058 | $370,058 | | Grace Puma | $0 | $310,026 | $310,026 | | Derica W. Rice | $0 | $310,026 | $310,026 | | Dmitri L. Stockton | $0 | $310,026 | $310,026 |

  44. Director compensation table

    | (1) Amounts represent the aggregate grant date fair value of awards that were granted in Fiscal 2023, as computed in accordance with FASB ASC Topic 718, Stock Compensation. See Note 22, Share-Based Compensation, in the 2023 Annual Report for a description of our accounting and the assumptions used. Details on the stock awards granted during Fiscal 2023, all of which are RSUs, are as follows: |

  45. Director compensation table

    | Name | Stock awards | | | | # of units | Grant date fair value | | Mr. Abney | 1,166 | $190,058 | | Mr. Baker | 2,056 | $335,128 | | Mr. Barrett | 1,902 | $310,026 | | Ms. Boudreaux | 1,902 | $310,026 | | Mr. Edwards | 1,166 | $190,058 | | Ms. Healey | 1,166 | $190,058 | | Mr. Knauss | 1,166 | $190,058 | | Ms. Leahy | 1,902 | $310,026 | | Ms. Lozano | 1,166 | $190,058 | | Ms. Puma | 1,902 | $310,026 | | Mr. Rice | 1,902 | $310,026 | | Mr. Stockton | 1,902 | $310,026 |

  46. Director compensation table

    | (2) At fiscal year-end, none of the directors held any outstanding unvested RSUs. | | (3) In addition to the amounts reported, all directors also receive a 10% Target merchandise discount and a 20% discount on select wellness products, both during active service and following retirement. Non-employee directors are also provided with $100,000 of accidental death life insurance. | | (4) The following directors received additional compensation in Fiscal 2023 for their roles as Committee Chairs and, in the case of Ms. Lozano, as Lead Independent Director. In the case of Mr. Baker, a pro-rated portion of the additional shares granted for his role as Committee Chair of the Governance & Sustainability Committee were forfeited based on his end date as Committee Chair. The additional compensation is reflected in “Fees earned or paid in cash” and/or “Stock awards” based on the form of annual compensation selected by the director as described under the heading “General description of director compensation.” |

  47. Director compensation table

    | Name | Role(s) during Fiscal 2023 | | Mr. Baker | Governance & Sustainability Chair (until June 2023) | | Mr. Barrett | Governance & Sustainability Chair (since June 2023) | | Mr. Edwards | Audit & Risk Chair | | Mr. Knauss | Infrastructure & Finance Chair | | Ms. Lozano | Lead Independent Director Compensation & Human Capital Management Chair |

  48. Director compensation table

    | (5) Ms. Healey did not seek re-election and left the Board when her term ended at the 2023 Annual Meeting. In accordance with our director compensation program, any unvested awards as of the departure date were forfeited. |

  49. Director compensation table

    | TARGET CORPORATION 2024 Proxy Statement | 32 |

  50. Pay for performance

    | (1) Annual TDC differs from the “Total” for Fiscal 2023 in the “Summary compensation table” on page 55 because it: (a) includes STIP opportunity at-goal as approved, rather than the actual payout that was earned, (b) includes the annual PSU and PBRSU awards based on the dollar value used by the Compensation & Human Capital Management Committee in determining the number of shares granted, rather than the aggregate grant date fair value of awards, as computed in accordance with FASB ASC Topic 718, and (c) excludes the items shown under the “Change in pension value and nonqualified deferred compensation earnings” and “All other compensation” columns. |

  51. Pay for performance

    | How annual CEO pay is tied to performance | The following pay elements are performance-based and represent a significant percentage of Annual TDC. • STIP — Payouts range from 0% to 200% of goal depending on Sales, Incentive Operating Income, and the assessment of the team scorecard. • PSUs — Payouts range from 0% to 200% of goal depending on Adjusted Sales growth, EPS growth, and ROIC performance relative to our retail peer group. Payout value is also tied to stock price performance. • PBRSUs — Payouts range from 75% to 125% of goal depending on TSR performance relative to our retail peer group. Payout value is also tied to stock price performance. |

  52. Performance highlights

    | (1) For our STIP compensation element, we use Sales as reported in our applicable annual reports and shown above. For our PSU compensation element, we use Adjusted Sales. For Fiscal 2023, there were 53 weeks. Adjusted Sales was calculated to reflect a 52-week accounting year to ensure consistent comparison with the Fiscal 2019 base year, which lowered the Fiscal 2023 amount by $1,715 million to $104,088 million. We also excluded Dermstore’s sales from the Fiscal 2019 base year used to determine Adjusted Sales growth. See page 48 for additional information on the 2020-2023 PSU award adjustments. | | (2) Operating Income, as reported in our applicable annual reports and shown above, provides the basis for Incentive Operating Income. Incentive Operating Income is one of the metrics we use in our STIP compensation element. Incentive Operating Income, a non-GAAP metric, represents Operating Income on a pre-short-term incentive compensation basis and is calculated by excluding short-term incentive expense from our Operating Income. | | (3) For the 2020-2023 PSU awards, we use EPS as reported in our applicable annual reports and shown above. | | (4) ROIC is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to Operating Income. For PSUs, we use ROIC as reported in our applicable annual reports and shown above. For Fiscal 2021 we excluded the impact of the one-time gain on sale of the Dermstore business from net operating profit after tax and excluded net assets of Dermstore from average invested capital in the ROIC calculation, which decreased the amount by 1.2 percentage points. See page 48 for additional information on the 2020-2023 PSU award adjustments. See our applicable annual reports for a more detailed description and calculation of ROIC. |

  53. Incentive measures and actual performance

    | • | Our STIP is based on a combination of absolute financial goals and progress made toward key strategic priorities. | | • | 100% of our ongoing LTI program features performance-based metrics and is tied to relative performance versus our retail peers. Awards granted in Fiscal 2021 had a four-year performance period for PSUs and a three-year performance period for PBRSUs. |

  54. Incentive measures and actual performance

    | | Component | Weight | Metric | Goal(1) | Actual(1) | Actual performance as a percentage of goal | Payout as a percentage of goal | Overall weighted payout as a percentage of goal | | 2023 STIP Performance | Financial | 67% | Sales | $109,527 | $105,803 | 96.6% | 95% | 63.7% | | | | | Incentive Operating Income(2) | $5,778 | $6,167 | 106.7% | | | | | Team scorecard | 33% | | | | N/A | 90% | 29.7% | | Total payout as a percentage of goal | | | | | | | | 93.4% |

  55. Incentive measures and actual performance

    | | Award type | Metric | Performance rank relative to peers | Actual payout as a percentage of goal | Overall payout as a percentage of goal | | Performance of LTI Granted in Fiscal 2021 | PSUs | Adjusted Sales CAGR | 6 of 21 | 129% | 117.7% | | | | EPS CAGR | 10 of 21 | 99% | | | | | ROIC | 7 of 21 | 126% | | | | | | Performance rank relative to peers(3) | TSR(4) | Overall payout as a percentage of goal | | | PBRSUs | Relative TSR | 15 of 20 | (18.5)% | 75% |

  56. Elements of annual TDC(1)

    | | Element | Key characteristics | Link to shareholder value | How we determine amount | | Fixed | Base salary | Fixed compensation component payable in cash, representing less than 20% of Annual TDC for our NEOs. Reviewed annually and adjusted when appropriate. | A means to attract and retain talented executives capable of driving superior performance. | Based on individual contributions to business outcomes, the scope and complexity of each role, future potential, market data, and internal pay equity. | | Performance-based | Short-term incentives | Variable compensation component payable in cash based on Target’s performance against financial goals and progress made toward key strategic priorities. | Financial goals are tied to achievement of key financial measures. NEOs are also evaluated against identified strategic initiatives important to driving sustainable, durable, and profitable Sales growth. | Financial component is based on: • Sales • Incentive Operating Income Team scorecard is based on the Compensation & Human Capital Management Committee’s assessment of our NEOs’ progress toward strategic priorities. | | | Performance share units | PSUs cliff vest at the end of the performance period and payouts are based on relative performance during the performance period versus our retail peer group. | PSUs recognize our NEOs for achieving superior long-term relative performance on three key metrics: • Adjusted Sales growth • EPS growth • ROIC | Based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations, and market data. | | | Performance-based restricted stock units | PBRSUs cliff vest at the end of the performance period with payouts based on relative TSR performance during the performance period versus our retail peer group. | Fosters a culture of ownership, aligns the long-term interests of our NEOs with our shareholders, and rewards or penalizes based on relative TSR performance. | Based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations, and market data. |

  57. Short-term incentives

    Short-term incentives All NEOs are eligible to earn cash awards under our STIP program, which is designed to motivate and reward executives for performance on key annual measures. The financial component of our STIP program is based on two financial metrics: Sales (50%) and Incentive Operating Income (50%). See the “Performance highlights” tables and footnotes on page 42 for a description of how Sales are reported and how Incentive Operating Income is calculated from our financial statements. The following table shows financial and team scorecard payouts expressed as a percentage of goal. The at-goal pay opportunity is 200% of base salary for our CEO and 100% of base salary for our Non-CEO NEOs.

  58. Short-term incentives

    | Component | Fiscal 2023 (payout as a percentage of goal) | | | | | | Weight | Threshold | Goal | Maximum | | Financial component (Sales 50%, Incentive Operating Income 50%) | 67% | 13% | 67% | 134% | | Team scorecard | 33% | 7% | 33% | 66% | | Total | | 20% | 100% | 200% |

  59. Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals

    Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals The Fiscal 2023 goals and actual performance were:

  60. Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals

    | Metric | Goal(1)(2)(3) | Actual(1)(3) | Actual performance as a percentage of goal | Payout as a percentage of goal for each metric | Financial component payout as a percentage of goal | | Sales | $109,527 | $105,803 | 96.6% | 46% | 95% | | Incentive Operating Income(4) | $5,778 | $6,167 | 106.7% | 144% | |

  61. Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals

    | (1) Dollars in millions. | | (2) Threshold and maximum financial performance amounts are -/+5% of the Sales goal and -/+15% of the Incentive Operating Income goal. | | (3) Fiscal 2023 consisted of 53 weeks. | | (4) See the “Performance highlights” tables and footnotes on page 42 for a description of how Incentive Operating Income is calculated from our financial statements. |

  62. Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals

    When approving the incentive design and goals in March 2023, the Board took into account the uncertain external environment, the cautious consumer, and peaking economic risks including persistent inflation. The goals set at the beginning of the year required growth versus the prior year as follows:

  63. Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals

    | • | Our Sales goal was based on a 53-week fiscal year and represented a 1.8% increase over the prior year actual sales. | | • | Our Incentive Operating Income goal was based on a 53-week fiscal year and represented a 42.1% increase over the prior year. |

  64. Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals

    In Fiscal 2023, while top-line results were challenged, we saw bottom-line growth:

  65. Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals

    | • | Sales decreased 1.7% over the prior year, resulting in a 46% of goal payout for the Sales metric. | | • | Incentive Operating Income increased 51.6% from the prior year due in part to disciplined inventory management, efficiency efforts, and lower digital fulfillment, freight, and supply chain costs. This resulted in a 144% of goal payout for the Incentive Operating Income metric. |

  66. Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals

    The Compensation & Human Capital Management Committee approved a collective STIP financial outcome of 95% of goal payout, as generated under the plan and illustrated in the table provided above.

  67. Fiscal 2023 financial STIP design, performance goals, and how we performed in comparison to these goals

    | TARGET CORPORATION 2024 Proxy Statement | 45 |

  68. Fiscal 2023 team scorecard assessment

    Fiscal 2023 team scorecard assessment The team scorecard provides a general structure for discussing and measuring performance of our NEOs as a group. The basis of the team scorecard is reflective of the highly integrated nature of our business, which requires shared accountability among our NEOs to drive our enterprise strategy. The team scorecard component of Fiscal 2023 STIP emphasizes the business outcomes that position us for strong performance in the future, and represents indicators that demonstrate the health of Target’s business and team. For Fiscal 2023, the specific team scorecard progress indicators included: improve inventory efficiency, maintain strong team engagement, advance equity and inclusion initiatives across the team, meet or exceed sales plans for new and remodeled stores, and evaluate market share at the category level and at the enterprise level. Management shared leading indicator progress with the Compensation & Human Capital Management Committee quarterly throughout the fiscal year and the Committee determined actual payouts at the March meeting based on its assessment of progress for the fiscal year. Performance against these key indicators contributed to the overall team scorecard results:

  69. Total Fiscal 2023 STIP payout

    Total Fiscal 2023 STIP payout The following table shows the resulting overall weighted payout as a percentage of goal, based on actual financial performance and progress made on key team scorecard indicators as described above.

  70. Total Fiscal 2023 STIP payout

    | Component | Weight | Payout as a percentage of goal | Overall weighted payout as a percentage of goal(1) | | Financial component | 67% | 95% | 63.7% | | Team scorecard | 33% | 90% | 29.7% | | | | Total payout as a percentage of goal | 93.4% |

  71. Total Fiscal 2023 STIP payout

    | (1) Since the at-goal pay opportunity is 200% of base salary for our CEO and 100% of base salary for our Non-CEO NEOs, the actual payout is 186.7% of base salary for our CEO and 93.4% of base salary for our Non-CEO NEOs. |

  72. Long-term incentives

    Long-term incentives To align our NEOs’ pay outcomes with long-term performance, 100% of our annual LTI awards feature relative performance-based metrics. Annual LTI grants comprise the majority of each NEO’s total compensation.

  73. Value of LTI awarded at grant

    Value of LTI awarded at grant In determining the amount of individual LTI awards granted in March of each year, the Compensation & Human Capital Management Committee considered each NEO’s individual contributions to business outcomes during the fiscal year, potential future contributions, historical annual grant amounts, and retention considerations, as well as market data for comparable executives from our retail and general industry peer groups. Once the total annual LTI award amount for an NEO is determined, 60% of that is granted in the form of PSUs and 40% in PBRSUs. Under this approach, strong long-term performance relative to peers becomes the key driver of compensation realized by our NEOs. The Compensation & Human Capital Management Committee increased Mr. Fiddelke and Ms. Hennington’s annual LTI award by $100,000 and $200,000, respectively, in consideration of their performance as well as market position relative to our retail and general industry peers. Our other NEOs did not receive increases in their annual LTI awards in Fiscal 2023.

  74. Value of LTI awarded at grant

    | TARGET CORPORATION 2024 Proxy Statement | 46 |

  75. PSUs

    PSUs In March 2023, the Compensation & Human Capital Management Committee granted the 2023-2025 PSU awards. The design of our fully relative PSU program supports the critical drivers of our success while incentivizing our performance relative to competing retailers. Our metrics reflect how we envision success in the execution of our strategy: to grow the top-line relative to the retail sector, to grow it profitably, and to prudently deploy capital to drive the business. Our PSUs have a three-year performance period with the number of shares based on the following three equally weighted relative metrics versus our retail peer group:

  76. PSUs

    | • | Adjusted Sales growth. The compound annual growth rate in Adjusted Sales over the performance period, relative to our retail peer group, including adjustments to our reported results or those of our peer group, as described on the following page; | | • | EPS growth. The compound annual growth rate of our EPS versus the reported EPS of our retail peer group; and | | • | ROIC. Average net operating profit after-tax divided by average invested capital for both our results and our retail peer group, excluding discontinued operations. |

  77. PSUs

    See the “Performance highlights” tables and footnotes on page 42 for additional information regarding Sales, EPS, and ROIC. The following example illustrates potential PSU payouts at various levels of performance for the annual grant made in Fiscal 2023: For more information about our peer groups, see pages 52-53.

  78. PSUs

    | TARGET CORPORATION 2024 Proxy Statement | 47 |

  79. PSU adjustments

    PSU adjustments The intent of our PSU program is to measure performance relative to our peer group on the three previously described metrics. To achieve this measurement objectively, we base the initial rankings on annual reported financial results of each member of the retail peer group and Target (unless determined otherwise on the grant date). The Compensation & Human Capital Management Committee has reserved discretion to adjust the reported financial results for Target or any member of the retail peer group if it believes such adjustments are necessary to properly gauge Target’s relative performance. For items known on the grant date, the Committee proactively addresses them as part of the award terms on the grant date. For example, the 53rd week from our Sales and those of our peers is excluded to ensure a consistent time frame comparison. Historically, adjustments to Target’s results have included items that did not reflect our ongoing core operations or were needed to ensure consistent time frame comparisons over the performance period. These adjustments typically decreased participants’ resulting payouts. The Compensation & Human Capital Management Committee does not make adjustments that are inconsistent with Target’s performance. For the 2020-2023 PSU awards, this included:

  80. PSU adjustments

    | • | Excluding the impact of the one-time gain in Fiscal 2021 due to Target’s sale of Dermstore from ROIC to prevent Target’s operational performance from being overstated due to the transaction; | | • | Excluding Dermstore’s sales from the Fiscal 2019 base year used to determine Adjusted Sales growth; and | | • | Excluding the 53rd week from our Fiscal 2023 Sales. |

  81. PSU adjustments

    Other than as described above, no adjustments were made to our annual reported results or those of our peers in determining the payout of the 2020-2023 PSU awards.

  82. 2020-2023 PSU payout (PSUs granted in Fiscal 2021)

    2020-2023 PSU payout (PSUs granted in Fiscal 2021) As disclosed in the 2022 Proxy Statement, the PSU grants made in Fiscal 2021 included one time design changes due to the pandemic:

  83. 2020-2023 PSU payout (PSUs granted in Fiscal 2021)

    | • | Extended the performance period from a three to four-year period. The performance period covered is Fiscal 2020 - 2023; and | | • | Capped the maximum payout opportunity at 150% of goal, reduced from 200% in other years. |

  84. 2020-2023 PSU payout (PSUs granted in Fiscal 2021)

    In April 2024, our NEOs received payouts with respect to the PSUs granted in March 2021 for the four-year performance period ended February 3, 2024. These awards were paid at 117.7% of the goal number of shares. The following table summarizes the rankings and payout results for awards granted in Fiscal 2021. This outcome is based on comparing our results to those of the retail peer group approved at the time the PSUs were granted. The Adjusted Sales growth and EPS growth metrics utilize a base year of Fiscal 2019 and a final performance year of Fiscal 2023, while for ROIC we use an average of Fiscal 2020, Fiscal 2021, Fiscal 2022, and Fiscal 2023.

  85. 2020-2023 PSU payout (PSUs granted in Fiscal 2021)

    | Metric | Performance rank relative to peers | Actual payout as a percentage of goal | Overall payout as a percentage of goal | | Adjusted Sales CAGR | 6 of 21 | 129% | 117.7% | | EPS CAGR | 10 of 21 | 99% | | | ROIC | 7 of 21 | 126% | |

  86. 2020-2023 PSU payout (PSUs granted in Fiscal 2021)

    Consistent with the results discussed above, the Compensation & Human Capital Management Committee approved a total payout of 117.7%.

  87. 2020-2023 PSU payout (PSUs granted in Fiscal 2021)

    | TARGET CORPORATION 2024 Proxy Statement | 48 |

  88. PBRSUs

    PBRSUs In March 2023, the Compensation & Human Capital Management Committee granted the 2023-2025 PBRSU awards. Our PBRSUs have a three-year performance period with the number of shares based on relative three-year TSR performance versus our retail peer group. The number of shares earned under the PBRSUs will be adjusted up or down by 25 percentage points from the goal payout if Target’s TSR is in the top one-third or bottom one-third for the retail peer group, respectively, over the three-year vesting period. These stock-settled awards cliff vest at the end of the performance period. The following example illustrates potential PBRSU payouts at various levels of performance for the annual grant made in Fiscal 2023:

  89. 2021-2023 PBRSU payout

    2021-2023 PBRSU payout In March 2024, our NEOs received payouts with respect to the PBRSUs granted in March 2021 for the three-year performance period ended February 3, 2024. With a TSR ranking of 15 out of 20 relative to our retail peers, the Compensation & Human Capital Management Committee approved a total payout of 75% of the goal number of shares. This outcome is based on comparing our results to those of the retail peer group approved at the time the PBRSUs were granted.

  90. 2021-2023 PBRSU payout

    | TARGET CORPORATION 2024 Proxy Statement | 49 |

  91. Benchmarking using compensation peer groups

    Benchmarking using compensation peer groups Peer group market positioning is another important factor considered in determining each NEO’s Annual TDC. For each NEO, the Annual TDC levels and elements described in the preceding pages are annually evaluated relative to our retail and general industry peer group companies. The market comparisons are determined by use of compensation data obtained from publicly available proxy statements analyzed by Semler Brossy and proprietary survey data assembled by Willis Towers Watson and Korn Ferry Group. Due to a range of factors, including the scope of NEO positions, tenure in role, and company-specific concerns, there is an imperfect comparability of NEO positions between companies. As a result, market position serves as a reference point in the Annual TDC determination process rather than a formula-driven outcome. The retail peer group is formulated based on an initial screen of companies in the Global Industry Classification Standard retailing index with revenue from core retail operations greater than $15 billion. The retail peer group is also used within our LTI plans. Target’s relative performance compared to this peer group on key metrics determines overall payout for our PSUs and PBRSUs. The comparator group for PSUs and PBRSUs represents the prevailing retail peer group at the time of grant. Changes to the peer group impact prospective grants only (outstanding grants are not amended). As a result, there are differences between the retail peer group within our outstanding LTI cycles. General industry companies are also included as a peer group because they represent companies with whom we compete for talent. Like the selected retailers, the general industry companies are large and among the leaders in their industries. The composition of the peer groups is reviewed annually to ensure it is appropriate in terms of company size and business focus, and any changes made are reviewed with Semler Brossy and approved by the Compensation & Human Capital Management Committee. The retail and general industry peer groups used for executive compensation granted in Fiscal 2023 are provided in the following table. In Fiscal 2023, we added BJ’s Wholesale Club Holdings to our retail peer group.

  92. Benchmarking using compensation peer groups

    | TARGET CORPORATION 2024 Proxy Statement | 52 |

  93. Benchmarking using compensation peer groups

    | 2023 peer groups | Retail | Albertsons Companies, Inc. | The Kroger Co. | General industry | 3M Company | McDonald’s Corporation | | | | Amazon.com, Inc. | Lowe’s Companies, Inc. | | Abbott Laboratories | MetLife, Inc. | | | | Best Buy Co., Inc. | Macy’s, Inc. | | Archer-Daniels-Midland Company | Mondelez International, Inc. | | | | BJ’s Wholesale Club Holdings, Inc. | Nordstrom, Inc. | | The Cigna Group | NIKE, Inc. | | | | Costco Wholesale Corporation | Publix Super Markets, Inc. | | The Coca-Cola Company | PepsiCo, Inc. | | | | CVS Health Corporation | Rite Aid Corporation | | Elevance Health, Inc. | The Procter & Gamble Company | | | | Dollar General Corporation | Ross Stores, Inc. | | FedEx Corporation | RTX Corporation | | | | Dollar Tree, Inc. | The TJX Companies, Inc. | | General Mills, Inc. | Starbucks Corporation | | | | The Gap, Inc. | Walgreens Boots Alliance, Inc. | | Johnson & Johnson | United Parcel Service, Inc. | | | | The Home Depot, Inc. | Walmart Inc. | | Johnson Controls International plc | UnitedHealth Group Incorporated | | | | Kohl’s Corporation | | | Marriott International, Inc. | |

  94. Benchmarking using compensation peer groups

    The following table summarizes our scale relative to our retail and general industry peer groups. The financial information reflects fiscal year-end data available as of February 3, 2024:

  95. Benchmarking using compensation peer groups

    | | 2023 peer group comparison(1)(2) | | | | | | | | Retail | | | General industry | | | | | Revenues | Market cap | Employees | Revenues | Market cap | Employees | | 25th Percentile | $24,092 | $8,582 | 65,025 | $34,229 | $63,255 | 83,700 | | Median | $49,936 | $28,809 | 170,000 | $67,074 | $115,938 | 102,300 | | 75th Percentile | $148,258 | $108,167 | 316,000 | $94,943 | $215,579 | 315,000 | | Target Corporation | $107,412 | $67,167 | 415,000 | $107,412 | $67,167 | 415,000 |

  96. Benchmarking using compensation peer groups

    | (1) All dollar amounts in millions. | | (2) Data Source: Equilar. |

  97. Compensation risk assessment

    | | Compensation risk considerations | | Pay mix | Compensation mix of base salary and short-term and long-term incentives provides compensation opportunities measured by a variety of time horizons to balance our near-term and long-term strategic goals. | | Performance metrics | A variety of distinct performance metrics are used in both the short-term and long-term incentive plans. This “portfolio” approach to performance metrics encourages focus on sustained and holistic overall company performance. | | Performance goals | Goals are approved by our independent directors at the beginning of the performance period and take into account our historical performance, current strategic initiatives, and the expected macroeconomic environment. Our short-term and long-term incentive compensation programs are designed with payout curves and leverage that support our pay for performance philosophy. The relative nature of our LTI programs does not require setting absolute multi-year goals. Notably, our PSU program requires above median performance versus peers to earn an at-goal payout. | | Equity incentives | Equity incentive programs and stock ownership guidelines are designed to align management and shareholder interests by providing vehicles for our NEOs to accumulate and maintain an ownership position in Target. | | Risk mitigation policies | We incorporate several risk mitigation policies into our executive compensation program, including: • the Compensation & Human Capital Management Committee’s ability to use “negative discretion” to determine appropriate payouts under formula-based plans; • clawback policies that provide for recovery of compensation following a restatement of our consolidated financial statements or certain intentional misconduct; • stock ownership guidelines for our NEOs and Board; and • anti-hedging and anti-pledging policies. |

  98. Grant timing practices

    | • | our annual LTI grant coincides with a regularly scheduled Board meeting that is scheduled more than one year in advance. Currently, the annual LTI awards are granted at the March Board meeting. The Board has retained discretion to change the annual grant date in the future under appropriate circumstances; | | • | we do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates for the purpose of affecting the value of such grants; and | | • | we occasionally grant equity compensation to our NEOs outside of our annual LTI award cycle for new hires, promotions, recognition, retention, or other purposes. If the grant date is after the approval date, it must be on a date specified at the time of approval. |

  99. Summary compensation table

    Summary compensation table The following “Summary compensation table” contains values calculated and disclosed according to SEC reporting requirements. Salary, Bonus, and Non-Equity Incentive Plan compensation amounts reflect the compensation earned during each fiscal year. Stock Awards reflect awards with a grant date during each fiscal year.

  100. Summary compensation table

    | Name and principal position | Fiscal year | Salary | Bonus(1) | Stock awards(2)(3) | Non-equity incentive plan compensation(4) | Change in pension value and nonqualified deferred compensation earnings(5) | All other compensation(6) | Total | | Brian C. Cornell Chair & Chief Executive Officer | 2023 | $1,400,000 | $831,600 | $14,720,515 | $1,782,200 | $0 | $469,038 | $19,203,353 | | | 2022 | $1,400,000 | $693,000 | $14,476,318 | $450,240 | $0 | $645,338 | $17,664,896 | | | 2021 | $1,400,000 | $1,201,200 | $13,749,937 | $2,795,240 | $0 | $612,389 | $19,758,766 | | Michael J. Fiddelke Executive Vice President & Chief Financial Officer | 2023 | $771,226 | $229,054 | $3,259,800 | $490,886 | $16,433 | $98,819 | $4,866,218 | | | 2022 | $746,027 | $184,673 | $3,102,051 | $119,982 | $14,843 | $163,026 | $4,330,602 | | | 2021 | $709,110 | $304,208 | $2,326,264 | $707,904 | $13,729 | $165,519 | $4,226,734 | | John J. Mulligan Executive Vice President & Chief Operating Officer | 2023 | $1,000,000 | $297,000 | $5,783,141 | $636,500 | $26,600 | $133,757 | $7,876,998 | | | 2022 | $1,000,000 | $247,500 | $5,687,359 | $160,800 | $0 | $223,514 | $7,319,173 | | | 2021 | $1,000,000 | $429,000 | $5,169,154 | $998,300 | $0 | $1,628,149 | $9,224,603 | | A. Christina Hennington Executive Vice President and Chief Growth Officer | 2023 | $725,000 | $215,325 | $2,786,606 | $461,463 | $13,140 | $125,425 | $4,326,959 | | | 2022 | $717,055 | $177,534 | $2,533,360 | $115,343 | $15,475 | $197,914 | $3,756,681 | | Don H. Liu Executive Vice President and Chief Legal & Compliance Officer | 2023 | $650,000 | $193,050 | $2,839,042 | $413,725 | $0 | $93,257 | $4,189,074 | | | 2022 | $650,000 | $160,875 | $2,791,958 | $104,520 | $0 | $123,814 | $3,831,167 | | | 2021 | $650,000 | $278,850 | $2,584,666 | $648,895 | $0 | $144,884 | $4,307,295 |

  101. Summary compensation table

    | (1) The “bonus” amount shows actual payouts earned under our STIP for the team scorecard component. | | (2) Amounts represent the aggregate grant date fair value of awards made each fiscal year, as computed in accordance with FASB ASC Topic 718. See Notes 22 and 21, Share-Based Compensation, in the 2023 Annual Report and the 2022 Annual Report, respectively, for a description of our accounting and the assumptions used. | | (3) Represents the aggregate grant date fair value of PSUs and PBRSUs that were computed based on the probable outcome of the performance conditions as of the grant date. Actual payments will be based on degree of attainment of the performance conditions and our stock price on the settlement date. The range of payments for the PSUs granted in Fiscal 2023 is as follows: |

  102. Summary compensation table

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  103. Summary compensation table

    | Name | Minimum amount | Amount reported | Maximum amount | | Mr. Cornell PSU Granted 3/8/23 | $0 | $8,400,042 | $16,800,084 | | Mr. Fiddelke PSU Granted 3/8/23 | $0 | $1,860,156 | $3,720,312 | | Mr. Mulligan PSU Granted 3/8/23 | $0 | $3,300,098 | $6,600,196 | | Ms. Hennington PSU Granted 3/8/23 | $0 | $1,590,065 | $3,180,130 | | Mr. Liu PSU Granted 3/8/23 | $0 | $1,620,057 | $3,240,114 |

  104. Summary compensation table

    | (4) The “non-equity incentive plan compensation” amount shows actual payouts earned under the financial component of our STIP. | | (5) The “Change in pension value and nonqualified deferred compensation earnings” amount represents the change in the qualified pension amounts for NEOs who are eligible for our Pension Plan, SPP I, or SPP II and reflects the additional pension benefits attributable to additional service, increases in eligible earnings, and changes in the discount rate. The discount rates used in Fiscal 2023, Fiscal 2022, and Fiscal 2021 were 5.20%, 4.83%, and 3.30%, respectively. For Fiscal 2023, the actual change in the qualified pension plan amount was an increase of $16,433 for Mr. Fiddelke, an increase of $26,600 for Mr. Mulligan, and an increase of $13,140 for Ms. Hennington. Mr. Cornell and Mr. Liu are not eligible for the Pension Plan, SPP I, or SPP II because they were hired after January 2009. | | (6) The “all other compensation” amounts reported for Fiscal 2023 include the elements in the following table: |

  105. Summary compensation table

    | Name | Company matching contributions | Life insurance | SPP adjustments | Perquisites | Total | | Mr. Cornell | $132,277 | $25,449 | $0 | $311,312 | $469,038 | | Mr. Fiddelke | $55,109 | $5,400 | $22,488 | $15,822 | $98,819 | | Mr. Mulligan | $72,242 | $258 | $0 | $61,257 | $133,757 | | Ms. Hennington | $54,101 | $5,621 | $24,727 | $40,976 | $125,425 | | Mr. Liu | $46,895 | $22,065 | $0 | $24,297 | $93,257 |

  106. Summary compensation table

    Company matching contributions. Company matching contributions represent restored match credits and 401(k) matching contributions made by Target. Restored match credits represent matching contributions made by Target into a participant’s EDCP account where matching contributions for eligible pay are not able to be made into the participant’s Target 401(k) Plan account because of IRC limits. The amount of the restored match credits may represent up to a maximum of 5% of eligible pay allocated between the participant’s Target 401(k) Plan and EDCP accounts. The 5% match rate is the same for all Team Members. Life insurance. Life insurance represents the dollar value of life insurance premiums paid by Target. SPP adjustments. SPP adjustments represent fluctuations of supplemental pension plan benefits that are credited or debited to the NEO’s EDCP accounts. These benefits are based on our normal pension formulas. As applicable, they are affected by final average pay, service, age, and changes in interest rates. In the case of Mr. Mulligan, his SPP benefit value decreased due to increased pension income limits and rising interest rates, which resulted in a negative SPP adjustment. Specifically, $222,173 was deducted from his EDCP account, so his amount in the table for Fiscal 2023 is $0. Perquisites. The dollar amount of “Perquisites” in this Note’s table represents the incremental cost of providing the perquisite. We generally measure incremental cost by the additional variable costs attributable to personal use, and we disregard fixed costs that do not change based on usage. Incremental cost for personal use of company-provided aircraft was determined by including fuel cost, landing fees, on-board catering, any variable maintenance costs attributable to personal flights, any commuting expenses to and from the airport, and related unoccupied positioning, or “deadhead,” flights. Mr. Cornell is eligible only for perquisites that serve a business purpose for Target or support his safety, health, and well-being, namely: reimbursement of home security expenses, on-site parking, executive physical, and personal use of company-owned aircraft (including to travel to outside board meetings) for security reasons. The perquisites for our Non-CEO NEOs typically consist of reimbursement of financial management expenses, reimbursement of home security expenses, on-site parking, spousal travel on business trips, limited personal use of company-owned aircraft (including to travel to outside board meetings), and executive physicals. The only individual perquisites that exceeded $25,000 were Mr. Cornell’s personal use of company-owned aircraft for security reasons, which amounted to $303,197, and Mr. Mulligan’s personal use of company-owned aircraft for travel to outside board meetings, which amounted to $35,837. No tax gross-ups are provided on these perquisites. In addition to the perquisites described in this Note and quantified in this Note’s table, the NEOs occasionally use support staff time for personal matters, principally to allow them to devote more time to our business, and receive personal use of empty seats on business flights of company-owned aircraft, and personal use of event tickets when such tickets are not being used for business purposes, each of which are benefits for which we have no incremental cost.

  107. Summary compensation table

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  108. Grants of plan-based awards in Fiscal 2023

    Grants of plan-based awards in Fiscal 2023

  109. Grants of plan-based awards in Fiscal 2023

    | Name | Grant date | Estimated possible payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | Grant date fair value of | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | stock awards(3) | | Brian C. Cornell | 3/8/23 | $378,000 | $1,876,000 | $3,752,000 | | | | | | | 3/8/23 | | | | 0 | 51,534 | 103,068 | $8,400,042 | | | 3/8/23 | | | | 25,767 | 34,356 | 42,945 | $6,320,473 | | Michael J. Fiddelke | 3/8/23 | $100,750 | $519,250 | $1,038,500 | | | | | | | 3/8/23 | | | | 0 | 11,412 | 22,824 | $1,860,156 | | | 3/8/23 | | | | 5,706 | 7,608 | 9,510 | $1,399,644 | | John J. Mulligan | 3/8/23 | $130,000 | $670,000 | $1,340,000 | | | | | | | 3/8/23 | | | | 0 | 20,246 | 40,492 | $3,300,098 | | | 3/8/23 | | | | 10,123 | 13,497 | 16,872 | $2,483,043 | | A. Christina Hennington | 3/8/23 | $94,250 | $485,750 | $971,500 | | | | | | | 3/8/23 | | | | 0 | 9,755 | 19,510 | $1,590,065 | | | 3/8/23 | | | | 4,878 | 6,504 | 8,130 | $1,196,541 | | Don H. Liu | 3/8/23 | $84,500 | $435,500 | $871,000 | | | | | | | 3/8/23 | | | | 0 | 9,939 | 19,878 | $1,620,057 | | | 3/8/23 | | | | 4,970 | 6,626 | 8,283 | $1,218,985 |

  110. Grants of plan-based awards in Fiscal 2023

    | (1) Awards represent potential payments under the financial component of our annual STIP in Fiscal 2023, which are based on specified target levels of Incentive Operating Income and Sales, as described on page 42 of the CD&A. The actual payouts earned under the financial component of our annual STIP are reflected in the “Non-equity incentive plan compensation” column of the “Summary compensation table.” 67% of the annual STIP is based on the financial component, and 33% is based on the team scorecard component, as described on page 45. The threshold, goal, and maximum payouts for the team scorecard component as a percentage of goal, which are not included in the table above, are described on page 45 of the CD&A. To be eligible for a payment under the annual STIP, NEOs must be employed on the date the payments are made (typically in March of each year with respect to the preceding fiscal year), except in the event of death, disability, or retirement eligibility (termination other than for cause after age 55 with at least five years of service). The maximum payment for our annual STIP is the annual plan maximum, which is generally four times salary for our CEO and two times salary for Non-CEO NEOs. | | (2) Awards represent potential payments under PSUs and PBRSUs granted in Fiscal 2023. See the CD&A for a more detailed description of the performance measures for those awards. The other terms of the PSUs and PBRSUs are described in Note 1 to the “Outstanding equity awards at Fiscal 2023 year-end” table on page 58. | | (3) Grant date fair value for PSUs and PBRSUs was determined pursuant to FASB ASC Topic 718. |

  111. Grants of plan-based awards in Fiscal 2023

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  112. Outstanding equity awards at Fiscal 2023 year-end

    Outstanding equity awards at Fiscal 2023 year-end

  113. Outstanding equity awards at Fiscal 2023 year-end

    | Name | | Stock awards | | | | Grant Date | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(1) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(1) | | Brian C. Cornell | 3/9/2022 | 68,079 | $9,904,814 | | | 3/8/2023 | 140,966 | $20,509,143 | | Michael J. Fiddelke | 3/9/2022 | 14,594 | $2,123,281 | | | 3/8/2023 | 31,220 | $4,542,198 | | John J. Mulligan | 3/9/2022 | 26,751 | $3,892,003 | | | 3/8/2023 | 55,384 | $8,057,818 | | A. Christina Hennington | 3/9/2022 | 11,920 | $1,734,241 | | | 3/8/2023 | 26,689 | $3,882,983 | | Don H. Liu | 3/9/2022 | 13,135 | $1,911,011 | | | 3/8/2023 | 27,192 | $3,956,164 |

  114. Outstanding equity awards at Fiscal 2023 year-end

    | (1) The shares reported in these columns represent potentially issuable shares under outstanding PSUs and PBRSUs, which represent the right to receive a variable number of shares based on actual performance over the performance periods described in the CD&A of the applicable proxy statements for the years the awards were granted. The number of shares reported is based on our actual performance results through the end of Fiscal 2023 under the applicable performance measures and assuming that the payout will occur at the next highest level (threshold, target, or maximum). The performance levels required for payouts on outstanding awards are described in the CD&A of the applicable proxy statements for the years the awards were granted. The market value of stock reported is calculated by multiplying the number of shares by our Year-End Stock Price. As of the end of the Fiscal 2023, actual performance results for the 2022-2024 PSUs and all outstanding PBRSUs were below the target levels. Actual performance results for the 2023-2025 PSUs were at or above target levels. Based on this performance, the amounts in these columns represent payouts at the target level for 2022-2024 PSUs and all outstanding PBRSU awards, and payouts at the maximum level for 2023-2025 PSU awards. | | Dividend equivalents are accrued (in the form of additional units) on PSUs and PBRSUs, respectively, during the vesting period and are subject to the same performance and other conditions as the underlying PSUs and PBRSUs. The dividend equivalents are converted to shares if and after the underlying PSUs and PBRSUs vest. | | The payment date of the awards, to the extent they are earned, will generally be within 90 days after the date the Compensation & Human Capital Management Committee certifies the financial results following completion of the performance period. In addition, PSUs and PBRSUs are subject to certain post-employment covenants. Vesting will also occur, and any shares earned upon certification of the financial results following completion of the performance period will be paid, if a termination occurs under the following circumstances prior to the end of the performance period (referred to as “vesting-extension provisions”): |

  115. Outstanding equity awards at Fiscal 2023 year-end

    | • | death or disability; | | • | NEO is age 55 or greater and has at least 5 years of service; | | • | for PSUs only, the NEO is age 45-54, has at least 15 years of service, and has worked for a specified minimum amount of the performance period (one to two years, depending on age); or | | • | for PBRSUs only, 50% of the shares subject to an award will vest if the recipient is involuntarily terminated without cause prior to the scheduled vesting date. |

  116. Outstanding equity awards at Fiscal 2023 year-end

    To receive these vesting-extension provisions, the NEO must sign an agreement that releases any claims against us and includes post-employment covenants. If the termination is voluntary, the NEO must also have commenced discussions with Target regarding the NEO’s consideration of termination at least six months prior to termination. Beginning in 2023, the NEOs vest pro-rata in awards granted during the fiscal year in which their retirement occurs. These vesting-extension provisions are not available if an executive officer’s employment is terminated for cause. If an NEO’s employment is terminated for cause, then all PSUs and PBRSUs are forfeited.

  117. Outstanding equity awards at Fiscal 2023 year-end

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  118. Stock vested in Fiscal 2023

    Stock vested in Fiscal 2023

  119. Stock vested in Fiscal 2023

    | Name | Stock awards | | | | Number of shares acquired on vesting | Value realized on vesting(1) | | Brian C. Cornell | 80,262 | $13,573,870 | | Michael J. Fiddelke | 14,636 | $2,464,107 | | John J. Mulligan | 30,183 | $5,104,532 | | A. Christina Hennington | 8,816 | $1,477,551 | | Don H. Liu | 15,098 | $2,553,360 |

  120. Stock vested in Fiscal 2023

    | (1) “Value realized on vesting” is calculated by multiplying the number of shares acquired on vesting by the market value of Target common stock on the respective vesting date(s), except that where the Compensation & Human Capital Management Committee must certify the number of shares earned, “Value realized on vesting” is calculated by multiplying the number of shares earned by the market value of Target common stock on the date the Compensation & Human Capital Management Committee certifies the shares that were earned. |

  121. Pension benefits for Fiscal 2023

    Pension benefits for Fiscal 2023

  122. Pension benefits for Fiscal 2023

    | Name(1) | Plan name | Age at FYE | Number of years credited service | Present value of accumulated benefit | Payments during last fiscal year | | Michael J. Fiddelke | Target Corporation Pension Plan | 47 | 19 | $146,734 | $0 | | John J. Mulligan | Target Corporation Pension Plan | 58 | 27 | $736,308 | $0 | | A. Christina Hennington | Target Corporation Pension Plan | 49 | 20 | $158,757 | $0 |

  123. Pension benefits for Fiscal 2023

    | (1) Mr. Cornell and Mr. Liu are not eligible for the Target Corporation Pension Plan, SPP I, or SPP II because they were hired after January 2009. |

  124. Nonqualified deferred compensation for Fiscal 2023

    Nonqualified deferred compensation for Fiscal 2023 The amounts in the following table represent deferrals under the EDCP, which includes the supplemental pension benefits discussed in the preceding section.

  125. Nonqualified deferred compensation for Fiscal 2023

    | Name | Executive contributions in last FY(1) | Registrant contributions in last FY(2) | Aggregate earnings in last FY(3) | Aggregate withdrawals/ distributions in last FY | Aggregate balance at last FYE(4) | | Brian C. Cornell | $203,382 | $110,662 | $321,176 | $0 | $5,902,233 | | Michael J. Fiddelke | $76,891 | $59,635 | $97,331 | $0 | $1,494,690 | | John J. Mulligan | $98,598 | $(168,258) | $1,132,445 | $(283,079) | $11,025,560 | | A. Christina Hennington | $1,085,181 | $65,442 | $120,762 | $0 | $3,972,651 | | Don H. Liu | $249,533 | $29,270 | $133,815 | $0 | $1,445,032 |

  126. Nonqualified deferred compensation for Fiscal 2023

    | (1) All amounts of executive contributions in the table have been reported in the current year “Summary compensation table.” | | (2) All registrant contributions from the table have been reported in the current year “Summary compensation table.” Registrant contributions include transfers of SPP benefits, whether such adjustments are positive or negative, and restored match credits on executive deferrals into the EDCP (i.e., matching contributions made into a participant’s EDCP account where matching contributions are not able to be made into the participant’s Target 401(k) Plan account because of IRC limits). Restored match credits are subject to a vesting requirement. Contributions made in Fiscal 2017 and later years cliff vest five years after an executive first becomes eligible to participate in EDCP. The restored match credits made to each of our NEOs in Fiscal 2023 are vested. | | (3) No amounts from aggregate earnings in the table have been reported in the current year “Summary compensation table.” | | (4) The following amounts of the aggregate balance from the table were reported in the summary compensation tables covering Fiscal 2006 to Fiscal 2022. |

  127. Nonqualified deferred compensation for Fiscal 2023

    | Name | Reported in prior years’ summary compensation tables | | Mr. Cornell | $3,550,256 | | Mr. Fiddelke | $708,364 | | Mr. Mulligan | $9,699,777 | | Ms. Hennington | $937,468 | | Mr. Liu | $885,995 |

  128. Nonqualified deferred compensation for Fiscal 2023

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  129. Nonqualified deferred compensation for Fiscal 2023

    Participants in the EDCP may generally elect to defer up to 80% of their salary, bonus, and non-equity incentive plan payments. At any time, EDCP participants are permitted to choose to have their account balance indexed to crediting rate alternatives that generally mirror the investment choices and actual rates of return available under the Target 401(k) Plan, except that the EDCP alternatives also include a Target common stock fund. Target invests general corporate assets through various investment vehicles to offset a substantial portion of the economic exposure to the investment returns earned under EDCP. See Note 23, Defined Contribution Plans, in the 2023 Annual Report for additional information. At the time of deferral, participants can elect to receive a distribution of their EDCP account at a fixed date or upon termination of employment. EDCP payouts at a fixed date will be made as lump-sum payments. EDCP payouts made on termination of employment can be made as a lump-sum payment, or installment payments over five or ten years commencing immediately or one year after termination of employment. EDCP payouts are also made in the case of the termination of EDCP, a qualifying change-in-control, or unforeseeable financial emergency of the participant creating severe financial hardship. The EDCP is intended to comply with IRC Section 409A. As a result, payments to NEOs based on a termination of employment will generally be delayed six months. The EDCP is an unfunded plan and represents a general unsecured obligation of Target. Participants’ account balances will be paid only if Target has the ability to pay. Accordingly, account balances may be lost in the event of Target’s bankruptcy or insolvency.

  130. Potential payments upon termination or change-in-control

    Potential payments upon termination or change-in-control This section explains the payments and benefits to which our currently employed NEOs are entitled in various termination of employment and change-in-control scenarios. The potential payments to the currently employed NEOs are hypothetical situations only, and assume that termination of employment and/or change-in-control occurred on February 3, 2024, the last day of Fiscal 2023, and that any consideration paid in connection with a hypothetical change-in-control was at our Year-End Stock Price. In general terms, we will experience a change-in-control, as defined in our compensation plans, whenever any of the following events occur:

  131. Potential payments upon termination or change-in-control

    | • | our continuing directors cease to constitute a majority of our Board (any director who assumes office as a result of an actual or threatened contested election will not be considered to be a continuing director); | | • | any person or group acquires 30% or more of our common stock; | | • | we merge with or into another company and our shareholders own less than 60% of the combined company; or | | • | our shareholders approve an agreement or plan to liquidate or dissolve Target. |

  132. Potential payments upon termination or change-in-control

    Where there is a change-in-control, a double-trigger generally applies to PSUs and PBRSUs, meaning that no outstanding awards of those types granted will accelerate upon a change-in-control unless, within two years after a change-in-control, an involuntary termination of employment without cause or a voluntary termination of employment for good reason occurs. Good reason generally means a material reduction in compensation or responsibilities, or a required relocation following a change-in-control. The intent of this section is to isolate those payments and benefits for which the amount, vesting, or time of payment is altered by the described termination or change-in-control situations. Because of that focus, this section does not cover all amounts the NEOs will receive following termination. Specifically, under all employment termination scenarios, NEOs are entitled to receive their vested balances under our pension and deferred compensation plans, as disclosed in the “Pension benefits for Fiscal 2023” and “Nonqualified deferred compensation for Fiscal 2023” tables. The following table shows the payments and benefits for which the amount, vesting, or time of payment is altered by each employment termination situation. The footnotes to the table explain the general provisions applicable to each situation. In addition, our plans do not provide for any gross-ups for taxes due on any payments described in this section.

  133. Potential payments upon termination or change-in-control

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  134. Table of potential payments upon termination or change-in-control

    Table of potential payments upon termination or change-in-control

  135. Table of potential payments upon termination or change-in-control

    | Name/Payment type | Voluntary termination | Involuntary termination | Death | Disability | Change-in-control | | | | | | | | No termination | Involuntary or voluntary good reason termination | | Brian C. Cornell(1) | | | | | | | | ICP Payments (Severance)(2) | $0 | $9,989,787 | $0 | $0 | $0 | $9,989,787 | | PSU Vesting(3)(4) | $0 | $0 | $0 | $0 | $0 | $13,633,577 | | PBRSU Vesting(3)(4) | $6,817,225 | $3,408,685 | $6,817,225 | $6,817,225 | $0 | $9,089,488 | | Life Insurance Proceeds(5) | $0 | $0 | $3,000,000 | $0 | $0 | $0 | | Excess LTD Plan(6) | $0 | $0 | $0 | $420,000 | $0 | $0 | | Total | $6,817,225 | $13,398,472 | $9,817,225 | $7,237,225 | $0 | $32,712,852 | | Michael J. Fiddelke(1) | | | | | | | | ICP Payments (Severance)(2) | $0 | $3,291,178 | $0 | $0 | $0 | $3,291,178 | | PSU Vesting(3)(4) | $0 | $0 | $0 | $0 | $0 | $2,977,162 | | PBRSU Vesting(3)(4) | $0 | $744,618 | $1,488,945 | $1,488,945 | $0 | $1,985,066 | | Life Insurance Proceeds(5) | $0 | $0 | $3,000,000 | $0 | $0 | $0 | | Excess LTD Plan(6) | $0 | $0 | $0 | $420,000 | $0 | $0 | | Total | $0 | $4,035,796 | $4,488,945 | $1,908,945 | $0 | $8,253,406 | | John J. Mulligan(1) | | | | | | | | ICP Payments (Severance)(2) | $0 | $4,587,067 | $0 | $0 | $0 | $4,587,067 | | PSU Vesting(3)(4) | $0 | $0 | $0 | $0 | $0 | $5,356,651 | | PBRSU Vesting(3)(4) | $2,678,762 | $1,339,526 | $2,678,762 | $2,678,762 | $0 | $3,571,489 | | Life Insurance Proceeds(5) | $0 | $0 | $50,000 | $0 | $0 | $0 | | Excess LTD Plan(6) | $0 | $0 | $0 | $420,000 | $0 | $0 | | Total | $2,678,762 | $5,926,593 | $2,728,762 | $3,098,762 | $0 | $13,515,207 | | A. Christina Hennington(1) | | | | | | | | ICP Payments (Severance)(2) | $0 | $3,106,196 | $0 | $0 | $0 | $3,106,196 | | PSU Vesting(3)(4) | $0 | $0 | $0 | $0 | $0 | $2,496,463 | | PBRSU Vesting(3)(4) | $0 | $624,443 | $1,248,595 | $1,248,595 | $0 | $1,664,697 | | Life Insurance Proceeds(5) | $0 | $0 | $3,000,000 | $0 | $0 | $0 | | Excess LTD Plan(6) | $0 | $0 | $0 | $420,000 | $0 | $0 | | Total | $0 | $3,730,639 | $4,248,595 | $1,668,595 | $0 | $7,267,356 | | Don H. Liu(1) | | | | | | | | ICP Payments (Severance)(2) | $0 | $2,992,093 | $0 | $0 | $0 | $2,992,093 | | PSU Vesting(3)(4) | $0 | $0 | $0 | $0 | $0 | $2,630,023 | | PBRSU Vesting(3)(4) | $1,315,375 | $657,760 | $1,315,375 | $1,315,375 | $0 | $1,753,591 | | Life Insurance Proceeds(5) | $0 | $0 | $2,747,000 | $0 | $0 | $0 | | Excess LTD Plan(6) | $0 | $0 | $0 | $369,237 | $0 | $0 | | Total | $1,315,375 | $3,649,853 | $4,062,375 | $1,684,612 | $0 | $7,375,707 |

  136. Table of potential payments upon termination or change-in-control

    | TARGET CORPORATION 2024 Proxy Statement | 62 |

  137. Table of potential payments upon termination or change-in-control

    | (1) A “Retirement Eligible NEO” is an NEO who has met the age and years of service requirements described in Note 1 to the “Outstanding equity awards at Fiscal 2023 year-end” table on page 58. The Retirement Eligible NEOs are Mr. Cornell, Mr. Mulligan, and Mr. Liu for PSUs and PBRSUs. Mr. Fiddelke and Ms. Hennington are Retirement Eligible NEOs for PSUs only. | | (2) We provide ICP payments to NEOs who are involuntarily terminated without cause to assist in their occupational transitions. The maximum payment under the ICP (paid during regular pay cycles over 24 months) is two times the sum of base salary and the average of the last three years of short-term incentive payments. In addition, any NEO who receives severance payments under the ICP also receives a $30,000 allowance for outplacement services. Each of the NEOs is eligible for 24 months of payments under the ICP, conditioned on the NEO releasing any claims against us and agreeing to certain post-employment covenants. | | (3) Amounts are determined by multiplying the number of shares for which vesting is accelerated by our Year-End Stock Price. For PSUs and PBRSUs, shares are based either on the Earned Payout or the Goal Payout. Where the share amount is determined based on Earned Payout, the table uses the minimum amount that can be earned, which is 0% of the at-goal payout for PSUs and 75% of the at-goal payout for PBRSUs. The number of shares for which vesting is accelerated for each employment termination situation is as follows: | | Voluntary termination. All unvested shares are forfeited, except that for a Retirement Eligible NEO vesting is accelerated for 100% of the Earned Payout shares for PSUs and PBRSUs. | | Involuntary termination. Vesting is accelerated for 50% of the Earned Payout shares for PBRSUs, and the remaining unvested shares are forfeited. All unvested shares are forfeited for PSUs, except that for a Retirement Eligible NEO vesting is accelerated for 100% of the Earned Payout shares for PSUs. | | Death/disability. Vesting is accelerated for 100% of the Earned Payout shares for PSUs and PBRSUs. | | Change-in-control. PSUs and PBRSUs are subject to a double-trigger. Where both triggers occur, vesting is accelerated for 100% of the Goal Payout shares for PSUs and PBRSUs. We use 100% of the Goal Payout for PSUs and PBRSUs in connection with a change-in-control to eliminate arbitrary results that could occur with a shortened performance period and in case calculation of actual or comparable performance metrics would be unfeasible following the change-in-control. | | (4) Additional detail about the accelerated vesting provisions of the PSUs and PBRSUs can be found in the Notes under the “Outstanding equity awards at Fiscal 2023 year-end” table on page 58. | | (5) Depending on the level of coverage elected by the participant, life insurance proceeds range from $50,000 to an amount equal to three times the sum of the prior year’s annual base salary and the most recent bonus and non-equity incentive plan payments, up to a maximum of $3 million. | | (6) Represents annual payments under our Excess LTD Plan, which provides monthly disability income payments with respect to the portion of annualized salary and three-year average bonus and non-equity incentive plan compensation above the annual compensation limit (currently set at $300,000), but not exceeding $1 million, for our Base LTD Plan. The Excess LTD Plan replaces 60% of a participant’s eligible compensation. A participant who becomes disabled before age 65 is eligible to receive payments under the plan while he or she is totally and permanently disabled through age 65 (with a minimum of three years of disability payments) or death, if sooner. In order to receive payments under the Excess LTD Plan, the NEO must be enrolled in the Base LTD Plan. |

  138. Pay ratio disclosure

    Pay ratio disclosure As disclosed in the “Summary compensation table” on page 55, the Fiscal 2023 total annual compensation for our CEO was $19,203,353. We estimate that the Fiscal 2023 total annual compensation for the median Team Member was $26,696. The median Team Member is employed part-time. The resulting ratio of our CEO’s total annual compensation to that of the median Team Member for Fiscal 2023 is 719 to 1. The median Team Member’s Fiscal 2023 total annual compensation was calculated in the same manner used to calculate the CEO’s compensation in the “Summary compensation table” on page 55. To determine the median Team Member, we used W-2 wages or their equivalent for the 2023 calendar year for Team Members employed as of February 3, 2024, the last day of Fiscal 2023. For all permanent Team Members who were employed for less than the full calendar year, we calculated a daily pay rate and then annualized their W-2 wages. Team Members hired after December 31, 2023 do not yet have wages for 2023 reported on Form W-2, so we used annual base salary for exempt permanent Team Members hired after that date, and for non-exempt permanent Team Members hired after that date we multiplied their hourly compensation rate by the average hours worked by all U.S. non-exempt Team Members to approximate their annual compensation. These estimates and assumptions were used to annualize each permanent Team Member’s compensation without treating any part-time Team Member as a full-time equivalent. We included all non-U.S. Team Members, excluding our CEO, in determining the median Team Member, treated in the same manner described above, except that for non-U.S. Team Members not paid in U.S. dollars, the foreign currency was converted into U.S. dollars using the applicable currency conversion rate as of February 3, 2024. To ensure the compensation of temporary or seasonal Team Members is not annualized, we used their W-2 wages without adjustments.

  139. Pay ratio disclosure

    | TARGET CORPORATION 2024 Proxy Statement | 63 |

  140. Pay versus performance disclosure

    Pay versus performance disclosure

  141. Pay versus performance table

    Pay versus performance table The pay versus performance table includes information for Fiscal Years 2020, 2021, 2022, and 2023.

  142. Pay versus performance table

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Fiscal year | Summary compensation table total for CEO(1) | Compensation actually paid to CEO(2) | Average summary compensation table total for Non-CEO NEOs(1) | Average compensation actually paid to Non-CEO NEOs(2) | Target total shareholder return(3) | Retail peer group total shareholder return(3)(4) | Net income | Company selected measure: Sales(5) | | 2023 | $19,203,353 | $10,755,085 | $5,314,812 | $3,328,237 | $143.24 | $168.88 | $4,138 | $105,803 | | 2022 | $17,664,896 | $(9,622,361) | $4,809,406 | $(2,251,345) | $160.71 | $123.48 | $2,780 | $107,588 | | 2021 | $19,758,766 | $57,790,597 | $5,783,188 | $16,437,743 | $203.29 | $145.32 | $6,946 | $104,611 | | 2020 | $19,755,188 | $78,320,625 | $6,383,094 | $23,974,731 | $166.91 | $138.74 | $4,368 | $92,400 |

  143. Pay versus performance table

    Note: Net income and Sales are in millions.

  144. Pay versus performance table

    | (1) Brian C. Cornell is the CEO for each of the years shown. The Non-CEO NEOs include Michael J. Fiddelke, John J. Mulligan, and Don H. Liu for each of the years shown, A. Christina Hennington for Fiscal 2023 and Fiscal 2022, and Michael E. McNamara for Fiscal 2021 and Fiscal 2020. |

  145. Pay versus performance table

    | (2) The following tables show amounts deducted from and added to the Summary Compensation Table (“SCT”) total to calculate Compensation Actually Paid (“CAP”). The fair value of the equity awards is consistent with the assumptions disclosed in the grant date, with values changing primarily due to the change in stock price and our performance on the metrics applicable to those awards. |

  146. Pay versus performance table

    CEO SCT Total to CAP:

  147. Pay versus performance table

    | | | Adjustments related to equity awards | | | | | | | | Deductions | Additions | | | | | Fiscal year | SCT total for CEO | Value of “Stock awards” from SCT | Year-end fair value of outstanding equity awards granted in covered year | Increase/(decrease) in fair value during covered year of outstanding equity awards granted in prior years | Increase/(decrease) in fair value of equity awards from prior year-end that vested during the covered year | CAP to CEO | | 2023 | $19,203,353 | $(14,720,515) | $13,007,853 | $(4,199,459) | $(2,536,147) | $10,755,085 | | 2022 | $17,664,896 | $(14,476,318) | $11,212,164 | $(2,899,650) | $(21,123,453) | $(9,622,361) | | 2021 | $19,758,766 | $(13,749,937) | $17,037,025 | $21,284,393 | $13,460,350 | $57,790,597 | | 2020 | $19,755,188 | $(12,266,366) | $21,771,568 | $29,451,441 | $19,608,794 | $78,320,625 |

  148. Pay versus performance table

    | TARGET CORPORATION 2024 Proxy Statement | 64 |

  149. Pay versus performance table

    Average Non-CEO NEOs SCT Total to CAP:

  150. Pay versus performance table

    | | | Adjustments related to equity awards | | | | Adjustments related to pension plans | | | | | | Deductions | Additions | | | Deductions | Additions | | | Fiscal year | Average SCT total for Non-CEO NEOs | Average SCT total for value of “Stock awards” to Non-CEO NEOs | Year-end fair value of outstanding equity awards granted in covered year | Increase/ (decrease) in fair value during covered year of outstanding equity awards granted in prior years | Increase/ (decrease) in fair value of equity awards from prior year-end that vested during the covered year | Average SCT value of “Change in pension value” for Non-CEO NEOs | Service cost for services for covered year | CAP to Non-CEO NEOs | | 2023 | $5,314,812 | $(3,667,147) | $3,240,891 | $(1,023,467) | $(529,126) | $(14,043) | $6,317 | $3,328,237 | | 2022 | $4,809,406 | $(3,528,682) | $2,733,434 | $(625,473) | $(5,639,385) | $(7,580) | $6,935 | $(2,251,345) | | 2021 | $5,783,188 | $(3,385,905) | $4,195,849 | $6,220,324 | $3,619,803 | $(3,432) | $7,916 | $16,437,743 | | 2020 | $6,383,094 | $(3,276,296) | $5,815,525 | $9,513,722 | $5,599,412 | $(71,031) | $10,305 | $23,974,731 |

  151. Pay versus performance table

    | (3) Target Total Shareholder Return (“TSR”) and retail peer group TSR assume a respective investment of $100 on February 1, 2020, and reinvestment of all dividends. Additionally, the retail peer group is weighted by the market capitalization of each component company. The retail peer group consists of 20 companies (Albertsons Companies, Inc., Amazon.com, Inc., Best Buy Co., Inc., BJ’s Wholesale Holdings, Inc., Costco Wholesale Corporation, CVS Health Corporation, Dollar General Corporation, Dollar Tree, Inc., The Gap, Inc., The Home Depot, Inc., Kohl’s Corporation, The Kroger Co., Lowe’s Companies, Inc., Macy’s, Inc., Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., The TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart Inc.). It is consistent with the retail peer group described in our CD&A, excluding Publix Super Markets, Inc., which is not quoted on a public stock exchange. | | (4) Target updated its peer group for use in Fiscal 2023. The previous peer group was consistent with the retail peer group described in footnote 3 with the exception of BJ’s Wholesale, which was added as a retail peer in Fiscal 2023 as they reached $15 billion in core retail operations. The 2023 TSR of the previous peer group is $168.69. | | (5) Fiscal 2023 consisted of 53 weeks, compared with 52 weeks in Fiscal 2020, Fiscal 2021, and Fiscal 2022. |