DEF 14A of Target Corp
Filed Apr 28, 2025 · FY20240001628280-25-020275
Questions and answers about the 2025 Annual Meeting
| Grants of plan-based awards in Fiscal 2024 | | 55 | | Outstanding equity awards at Fiscal 2024 year-end | | 56 | | Stock vested in Fiscal 2024 | | 57 | | Pension benefits for Fiscal 2024 | | 57 | | Nonqualified deferred compensation for Fiscal 2024 | | 58 | | Potential payments upon termination or change-in- control | | 59 | | Table of potential payments upon termination or change-in-control | | 60 | | Pay ratio disclosure | | 62 | | Pay versus performance disclosure | | 62 | | Equity compensation plan information | | 66 | | Management proposals | | 67 | | Item two | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm | 67 | | Item three | Advisory approval of executive compensation (Say on Pay) | 70 | | Shareholder proposal | | 71 | | Item four | Shareholder proposal requesting a report on how affirmative action initiatives impact Target’s risks related to actual and perceived discrimination | 71 | | Questions and answers about the 2025 Annual Meeting | | 74 | | General information | | 74 | | Voting | | 74 | | Meeting details | | 77 | | Access to information | | 78 | | Communications | | 79 | | Forward-looking statements | | 80 | | Appendix A | | 81 | | Commonly used or defined terms | | 81 |
Our directors
Our directors
Our directors
| Name | Age | Director since | Current or notable prior company | Title | Independent | Public boards (including Target) | | David P. Abney | 69 | 2021 | United Parcel Service, Inc. | Former Chairman & CEO | Yes | 3 | | Douglas M. Baker, Jr. | 66 | 2013 | E2SG Partners, LP / Ecolab Inc. | Founding Partner / Former Chairman & CEO | Yes | 2 | | George S. Barrett | 70 | 2018 | The Overtone Group L.L.C. / Cardinal Health, Inc. | Founder / Former Chairman & CEO | Yes | 1 | | Gail K. Boudreaux | 64 | 2021 | Elevance Health, Inc. | President & CEO | Yes | 2 | | Brian C. Cornell | 66 | 2014 | Target Corporation | Chair & CEO | No | 2 | | Robert L. Edwards | 69 | 2015 | Safeway Inc. | Former President & CEO | Yes | 1 | | Donald R. Knauss | 74 | 2015 | The Clorox Company | Former Chairman & CEO | Yes | 3 | | Christine A. Leahy | 60 | 2021 | CDW Corporation | Chair, President & CEO | Yes | 2 | | Monica C. Lozano | 68 | 2016 | ImpreMedia, LLC | Former Chair & CEO | Yes | 3 | | Grace Puma | 62 | 2022 | PepsiCo, Inc. | Former Executive Vice President, Chief Operations Officer | Yes | 3 | | Derica W. Rice | 60 | 2020(1) | CVS Health Corporation / CVS Caremark | Former Executive Vice President / Former President | Yes | 4 | | Dmitri L. Stockton | 61 | 2018 | General Electric Company | Former Senior Vice President & Special Advisor to the Chairman | Yes | 4 |
Our directors
(1)Mr. Rice previously served on our Board from September 2007 to January 2018.
Our directors
| 8 | TARGET CORPORATION 2025 Proxy Statement |
Item one Election of directors
Item one Election of directors
Item one Election of directors
| Item of business | Board recommendation | Voting approval standard | | Election of 12 director nominees named in the 2025 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. |
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 76.
Election and nomination process
Election and nomination process
Governance principles
Governance principles Our election process is backed by sound corporate governance principles: •all directors are elected annually; •directors are elected under a “majority voting” standard in uncontested elections—each director must receive more votes “For” his or her election than votes “Against” in order to be elected; and •an incumbent director who is not re-elected under the majority voting standard must promptly offer to resign. The Governance & Sustainability Committee will make a recommendation on the offer to the full Board, and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale.
Board membership criteria and identifying candidates
Board membership criteria and identifying candidates Our Corporate Governance Guidelines provide general Board membership criteria, including: •directors are to have broad perspective, experience, knowledge, and independent judgment, and a high degree of interest and involvement; •the Board as a whole should consist predominantly of persons with strong business backgrounds that span multiple industries; and •the Board seeks directors who can bring different sets of experiences and perspectives to the Board. The Governance & Sustainability Committee is responsible for recommending to the Board any additional criteria for selecting director candidates; identifying, screening, and recruiting candidates; and making director nomination recommendations to the full Board. To determine desired skills and qualifications to supplement the general Board membership criteria, the Governance & Sustainability Committee considers: •changes in our business strategy or operating environment and the future needs of the Board in light of anticipated director retirements under our Board tenure policies; and •input from the Board and Leadership Team and feedback from our shareholders to identify the backgrounds and skill sets that are desired. The table on pages 20 - 21 provides the current key characteristics of our business and desired skills for director candidates for overseeing those business characteristics. The Governance & Sustainability Committee may engage a third-party search firm, as appropriate, to assist the Committee with identifying candidates using the general Board membership criteria and current desired skills described in this section. In addition, the Governance & Sustainability Committee considers candidates who are recommended by shareholders, other Board members, the CEO, and our Leadership Team against those same general Board membership criteria and desired skills. Any shareholder who wants to recommend a candidate for the Governance & Sustainability Committee to consider nominating for the 2026 Annual Meeting should submit a written request and related information to our Corporate Secretary no later than December 31, 2025, in order to allow for sufficient time to consider the recommendation. Shareholders may also nominate director candidates directly if they comply with our Bylaws, which are described in more detail in Question 19 “How do I submit a proposal or nominate a director candidate for the 2026 Annual Meeting?” on page 79.
Board membership criteria and identifying candidates
| 18 | TARGET CORPORATION 2025 Proxy Statement |
Item one Election of directors
Item one Election of directors Table of Contents
Item one Election of directors
Item one Election of directors Table of Contents
Tenure and age of independent directors
Tenure and age of independent directors Our Board’s current composition represents a balanced approach to tenure for our independent directors, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors:
Tenure and age of independent directors
| Tenure | By years of service | Average 7.6 years(1) | Age | Average 65.7 years |
Tenure and age of independent directors
(1)Mr. Rice previously served on our Board from September 2007 to January 2018. We included his prior service in determining his total tenure with the Board for purposes of our tenure policies.
Board education, outside affiliations, and skills
Board education, outside affiliations, and skills
Director onboarding and continuing education
Director onboarding and continuing education To enhance and expand the Board’s knowledge of the retail industry and topics relevant to its oversight responsibilities, we provide an extensive new director onboarding session with key executives that informs new directors about Target’s business and significant operational, financial, human capital, and risk management matters. Additionally, the Board and individual directors periodically participate in site visits to Target stores and supply chain facilities, and they are also expected to regularly visit our principal competitors’ stores for comparison purposes. We also encourage our directors to participate in external continuing director education programs and provide reimbursement of program costs.
Director outside affiliations
Director outside affiliations Our Corporate Governance Guidelines provide that any director serving as a CEO of a public company is expected to serve on no more than two public company boards (including our Board), and other directors are expected to serve on no more than four public company boards (including our Board). Pursuant to the Corporate Governance Guidelines, directors are required to seek the consent of the Chair of the Board prior to serving on another for-profit company board of directors, whether public or private. In reviewing any such request, consideration is given to the director’s time commitments related to other boards and to Target, the potential for any conflicts with the director’s duties to Target, and any other factors deemed relevant.
Director outside affiliations
| 20 | TARGET CORPORATION 2025 Proxy Statement |
Item one Election of directors
Item one Election of directors Table of Contents
Independent director skills matrix
Independent director skills matrix The Board believes that its members’ collective backgrounds, skills, and experiences make it well-qualified to exercise oversight responsibilities on behalf of Target’s shareholders. The following tables describe key characteristics of our business, desired skills for overseeing those business characteristics, and director qualifications for possessing those skills for each independent member of our Board nominated for election at the 2025 Annual Meeting. As described on page 17, the Governance & Sustainability Committee uses the general Board membership criteria listed in our Corporate Governance Guidelines, along with the desired skills and qualifications listed in the following table, to identify, screen, and recruit director candidates and make director nomination recommendations to the full Board.
Independent director skills matrix
| Target’s business characteristics | Desired skill | Director qualifications for possessing the skill | | Target is a large retailer that offers everyday essentials and fashionable, differentiated merchandise at discounted prices in stores and through digital channels. | Retail industry experience | Executive officer level experience or service on the board of directors at a large retail or consumer products company. | | Target’s scale and complexity requires strong leadership to align our team, technology, and operations across many areas, including marketing, merchandising, supply chain, fulfillment, real estate, and finance. | Senior leadership | Experience in an executive officer level role or senior government leadership role. | | Our brand is the cornerstone of our strategy to offer a preferred shopping experience for our guests that differentiates us in the marketplace. | Marketing / Brands | Executive officer level experience in marketing or managing well-known brands or the types of consumer products we sell, or service on the board of directors of a marketing or consumer products company. | | We have a large and global workforce, which represents one of our key resources, as well as one of our largest operating expenses. | Human capital management | Executive officer level experience managing a large or global workforce or experience on a board of directors overseeing those functions. | | Leveraging our stores-as-hubs to efficiently provide an engaging, convenient, safe, and differentiated shopping experience for guests, whether they purchase online or physically in-store, requires significant capital deployment, a large network of facilities and real estate, and effective resource allocation to support our business and infrastructure needs at scale. | Capital deployment | Experience with capital deployment for business operations, real estate transactions or property management, or mergers and acquisitions; actively supervising someone performing similar functions; or service on a board of directors overseeing those functions. | | Our business involves sourcing merchandise domestically and internationally from numerous vendors and distributing it through our fulfillment network. | Global supply chain | Executive officer level experience or service on the board of directors of a company with global supply chain operations. | | Maintaining and enhancing our relevancy to deepen our engagement with guests requires a variety of digital tools and data analytics to support many aspects of our operations, including loyalty programs, merchandising, and fulfillment. | Digital tools / Data analytics | Experience in digital platforms, digital media, customer loyalty programs, or data analytics; actively supervising someone performing similar functions; or service on the board of directors of a digital platforms, digital media, or data analytics company. | | Securing and appropriately handling the information we receive and store about our guests, Team Members, vendors, and other third parties is important to us. | Information security / Data privacy | Experience in information security, cybersecurity, or data privacy; actively supervising someone performing similar functions; or service on a board of directors overseeing those functions. | | We are a large public company with a disciplined approach to financial management and accurate disclosure. | Financial management | Qualification as an “audit committee financial expert” under applicable SEC rules; executive officer level experience in financial management, reporting, or planning and analysis; or experience on a board of directors overseeing any of those finance functions. | | We are subject to a variety of risks and seek to identify, assess, and manage those risks for the long-term success of our business and to meet our legal and regulatory obligations. | Risk management | Executive officer level experience in enterprise risk management; actively supervising someone performing similar functions; or service on a board of directors overseeing those functions. |
Independent director skills matrix
| TARGET CORPORATION 2025 Proxy Statement | 21 |
Item one Election of directors
Item one Election of directors Table of Contents
Item one Election of directors
| Target’s business characteristics | Desired skill | Director qualifications for possessing the skill | | To be successful, we must preserve, grow, and leverage the value of our reputation with our guests, Team Members, vendors, and our shareholders and appropriately respond to crisis events affecting them. | Reputation management | Experience in community relations, public service, government affairs, corporate governance, or crisis response; actively supervising someone performing similar functions; or service on a board of directors overseeing any of those functions. | | We seek to identify and assess the sustainability and governance matters that will help fortify our business and drive growth and value creation for our business and our shareholders. | Sustainability and governance | Experience in strategies supporting business resiliency matters and long-term value creation; actively supervising someone performing similar functions; or service on a board of directors overseeing business resiliency matters. |
Item one Election of directors
| Desired skill | Mr. Abney | Mr. Baker | Mr. Barrett | Ms. Boudreaux | Mr. Edwards | Mr. Knauss | Ms. Leahy | Ms. Lozano | Ms. Puma | Mr. Rice | Mr. Stockton | | Retail industry experience | | | | | l | l | | | l | l | | | Senior leadership | l | l | l | l | l | l | l | l | l | l | l | | Marketing/Brands | l | l | | | | l | | l | | | l | | Human capital management | l | l | l | l | l | l | l | l | l | l | l | | Capital deployment | l | l | l | l | l | l | | | l | l | l | | Global supply chain | l | l | l | | l | l | l | | l | l | | | Digital tools/Data analytics | | | | l | | | | l | | | | | Information security/ Data privacy | l | l | | l | l | | l | | | l | l | | Financial management | l | l | l | l | l | l | l | l | l | l | l | | Risk management | l | l | l | l | l | l | l | l | l | l | l | | Reputation management | l | l | l | l | l | l | l | l | | l | l | | Sustainability and governance | l | l | l | l | | l | l | l | l | l | l |
2025 nominees for director
2025 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 20 - 21, 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.
2025 nominees for director
| 22 | TARGET CORPORATION 2025 Proxy Statement |
Item one Election of directors
Item one Election of directors Table of Contents
Item one Election of directors
| | 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 sustainability 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. | | | | David P. Abney | | | | | Age 69 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 |
Item one Election of directors
| | 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 sustainability 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 sustainability 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. | | | | Douglas M. Baker, Jr. | | | | | Age 66 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 |
Item one Election of directors
| TARGET CORPORATION 2025 Proxy Statement | 23 |
Item one Election of directors
Item one Election of directors Table of Contents
Item one Election of directors
| | 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., where he advises companies and nonprofit organizations, mentors senior executives, teaches the next generation of leaders, advises on public policy, and is a frequent speaker on leadership and healthcare. 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 sustainability 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 on a National Academy of Medicine Initiative on Climate and Human Health. 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. | | | | George S. Barrett | | | | | Age 70 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 |
Item one Election of directors
| | 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 sustainability 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. | | | | Gail K. Boudreaux | | | | | Age 64 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. |
Item one Election of directors
| 24 | TARGET CORPORATION 2025 Proxy Statement |
Item one Election of directors
Item one Election of directors Table of Contents
Item one Election of directors
| | 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 sustainability 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. | | | | Brian C. Cornell | | | | | Age 66 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. |
Item one Election of directors
| | 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. | | | | Robert L. Edwards | | | | | Age 69 Director since 2015 Independent | | | | | Committees •Audit & Risk •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. |
Item one Election of directors
| TARGET CORPORATION 2025 Proxy Statement | 25 |
Item one Election of directors
Item one Election of directors Table of Contents
Item one Election of directors
| | 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 sustainability 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 sustainability 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. | | | | Donald R. Knauss | | | | | Age 74 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 |
Item one Election of directors
| | Chair, President & CEO, CDW Corporation / Lead Independent Director, Target 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 sustainability 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. | | | | Christine A. Leahy | | | | | Age 60 Director since 2021 Lead Independent Director since 2025 | | | | | Committees •Compensation & Human Capital Management •Governance & Sustainability | | | | | | Other public company boards | | | | | Current CDW Corporation | Within past five years None | Other past boards None |
Item one Election of directors
| 26 | TARGET CORPORATION 2025 Proxy Statement |
Item one Election of directors
Item one Election of directors Table of Contents
Item one Election of directors
| | 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 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 sustainability 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 prior tenure 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. | | | | Monica C. Lozano | | | | | Age 68 Director since 2016 Independent | | | | | 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 |
Item one Election of directors
| | 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 sustainability 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 sustainability and governance, Ms. Puma was a member of the PepsiCo executive steering team that evaluated sustainability 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. | | | | Grace Puma | | | | | Age 62 Director since 2022 Independent | | | | | Committees •Audit & Risk •Infrastructure & Finance | | | | | | Other public company boards | | | | | Current Organon & Co. Phillips 66 | Within past five years Williams-Sonoma, Inc. | Other past boards None |
Item one Election of directors
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Item one Election of directors
Item one Election of directors Table of Contents
Item one Election of directors
| | 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 sustainability and governance skills developed over his more than 30 years of service with escalating levels of responsibility across finance and operations at Eli Lilly 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. | | | | Derica W. Rice | | | | | Age 60 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) |
Item one Election of directors
(1)Mr. Rice previously served on our Board from September 2007 to January 2018.
Item one Election of directors
| | 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 sustainability 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. | | | | Dmitri L. Stockton | | | | | Age 61 Director since 2018 Independent | | | | | Committees •Audit & Risk (Chair) •Governance & Sustainability | | | | | | Other public company boards | | | | | Current Deere & Company Ryder System, Inc. Smurfit WestRock plc | Within past five years Stanley Black & Decker, Inc. | Other past boards Synchrony Financial |
Item one Election of directors
| | The Board recommends that shareholders vote For each of the nominees named above for election to our Board. |
Item one Election of directors
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Item one Election of directors
Item one Election of directors Table of Contents
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. For more information about our peer groups, see page 49. 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 34 and the compensation tables beginning on page 53. 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. There were no changes to director compensation in Fiscal 2024.
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: •a combination of cash and RSUs; or •RSUs only. For Fiscal 2024, each form under the compensation program was intended to provide $310,000 in value to non-employee directors as follows:
General description of non-employee director compensation
| | Cash | RSUs | | Combination (Cash and RSUs) | $120,000 | $190,000 | | RSUs Only | $0 | $310,000 |
General description of non-employee director compensation
The forms of annual compensation have the following terms: •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 in the fiscal year they are granted. 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. 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 same forms of compensation described under “Combination (Cash and RSUs)” 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. For Fiscal 2024, the additional compensation for the roles of Lead Independent Director and Committee Chairs was as follows:
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 |
General description of non-employee director compensation
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Item one Election of directors
Item one Election of directors Table of Contents
Director compensation table
Director compensation table
Director compensation table
| Name | Fees earned or paid in cash | Stock awards(1)(2) | Total(3) | | David P. Abney | $120,000 | $190,074 | $310,074 | | Douglas M. Baker, Jr. | $120,000 | $190,074 | $310,074 | | George S. Barrett(4) | $0 | $335,114 | $335,114 | | Gail K. Boudreaux | $0 | $310,113 | $310,113 | | Robert L. Edwards(4) | $130,417 | $190,074 | $320,491 | | Donald R. Knauss(4) | $145,000 | $190,074 | $335,074 | | Christine A. Leahy | $2,917 | $310,113 | $313,030 | | Monica C. Lozano(4) | $180,000 | $190,074 | $370,074 | | Grace Puma | $120,000 | $190,074 | $310,074 | | Derica W. Rice | $0 | $310,113 | $310,113 | | Dmitri L. Stockton(4) | $16,667 | $310,113 | $326,780 |
Director compensation table
(1)Amounts represent the aggregate grant date fair value of awards that were granted in Fiscal 2024, as computed in accordance with FASB ASC Topic 718, Stock Compensation. See Note 21, Share-Based Compensation, in the 2024 Annual Report for a description of our accounting and the assumptions used. Details on the stock awards granted during Fiscal 2024, all of which are RSUs, are as follows:
Director compensation table
| Name | Stock awards | | | | # of units | Grant date fair value | | Mr. Abney | 1,148 | $190,074 | | Mr. Baker | 1,148 | $190,074 | | Mr. Barrett | 2,024 | $335,114 | | Ms. Boudreaux | 1,873 | $310,113 | | Mr. Edwards | 1,148 | $190,074 | | Mr. Knauss | 1,148 | $190,074 | | Ms. Leahy | 1,873 | $310,113 | | Ms. Lozano | 1,148 | $190,074 | | Ms. Puma | 1,148 | $190,074 | | Mr. Rice | 1,873 | $310,113 | | Mr. Stockton | 1,873 | $310,113 |
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 2024 for their roles as Committee Chairs and, in the case of Ms. Lozano and Ms. Leahy, as Lead Independent Director. 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.”
Director compensation table
| Name | Role(s) during Fiscal 2024 | | Ms. Leahy | Lead Independent Director Compensation (since January 2025) | | Ms. Lozano | Lead Independent Director Compensation (until January 2025) and Human Capital Management Chair | | Mr. Edwards | Audit & Risk Chair (until June 2024) | | Mr. Stockton | Audit & Risk Chair (since June 2024) | | Mr. Barrett | Governance & Sustainability Chair | | Mr. Knauss | Infrastructure & Finance Chair |
Director compensation table
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Director compensation table
Table of Contents
At-risk compensation = 83%
| 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 Merchandise Sales, Incentive Operating Income, and the assessment of the team scorecard. •PSUs — Payouts range from 0% to 200% of goal depending on Adjusted Merchandise 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. |
Performance highlights
53 weeks 53 weeks (1)For our STIP compensation element, we use Merchandise Sales as reported in our applicable annual reports and shown above. For our PSU compensation element, we use Adjusted Merchandise Sales. See page 45 for additional information on the 2022-2024 PSU award adjustments. In our 2024 Annual Report, we changed the presentation of revenue in our Consolidated Statements of Operations, consolidating the previous three-line format (Sales, Other Revenue, and Total Revenue) to a single line labeled “Net Sales”, which reflects all revenues (formerly “Total Revenue”). As a result of this change, the amounts labeled “Sales” in our prior annual reports are now labeled “Merchandise Sales.” There was no impact to the previously reported amounts. See Note 2 to the consolidated financial statements in our 2024 Annual Report for additional information. Fiscal 2023 consisted of 53 weeks compared with 52 weeks for the other fiscal years presented. The extra week in Fiscal 2023 contributed $1,715 million to Merchandise Sales. (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. Fiscal 2023 consisted of 53 weeks compared with 52 weeks for the other fiscal years presented. (3)For the 2022-2024 PSU awards, we use EPS as reported in our applicable annual reports and shown above, except for the exclusion of the one-time gain on the sale of the Dermstore business from the Fiscal 2021 base year, which decreased EPS by $0.55 per share to $13.55. Fiscal 2023 consisted of 53 weeks compared with 52 weeks for the other fiscal years presented. (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. See page 45 for additional information on the 2022-2024 PSU award adjustments. See our applicable annual reports for a more detailed description and calculation of ROIC.
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 | | 2024 STIP Performance | Financial | 67% | Merchandise Sales | $105,776 | $104,820 | 99.1% | 82% | 54.9% | | | | | Incentive Operating Income(2) | $6,401 | $5,994 | 93.6% | | | | | Team scorecard | 33% | | | | N/A | 85% | 28.1% | | Total payout as a percentage of goal | | | | | | | | 83% |
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 | | 2022-2024 LTI Performance | PSUs | Adjusted Merchandise Sales CAGR | 15 of 21 | 42% | 61.6% | | | | EPS CAGR | 14 of 21 | 40% | | | | | ROIC | 8 of 21 | 103% | | | | | | Performance rank relative to peers(3) | TSR(4) | Overall payout as a percentage of goal | | | PBRSUs | Relative TSR | 14 of 20 | (37.0)% | 100% |
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 data. | | 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: •Merchandise 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 Merchandise 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. |
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: Merchandise Sales (50%) and Incentive Operating Income (50%). See the “Performance highlights” tables and footnotes on page 39 for a description of how Merchandise 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. In Fiscal 2024, the threshold payout under the STIP program increased from 20% to 30% to align with market practice.
Short-term incentives
| | Fiscal 2024 (payout as a percentage of goal) | | | | | Component | Weight | Threshold | Goal | Maximum | | Financial component (Merchandise Sales 50%, Incentive Operating Income 50%) | 67% | 20% | 67% | 134% | | Team scorecard | 33% | 10% | 33% | 66% | | Total | | 30% | 100% | 200% |
Fiscal 2024 financial STIP design, performance goals, and how we
Fiscal 2024 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 | | Merchandise Sales | $105,776 | $104,820 | 99.1% | 87% | 82% | | Incentive Operating Income(3) | $6,401 | $5,994 | 93.6% | 77% | |
Fiscal 2024 team scorecard assessment
Fiscal 2024 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 2024 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. Management shared quarterly updates with the Compensation & Human Capital Management Committee throughout Fiscal 2024 and the Committee determined actual payouts at the March 2025 meeting based on its assessment of progress for Fiscal 2024. For Fiscal 2024, performance against the following key indicators contributed to the overall team scorecard results: •Launched a cohesive membership ecosystem, Target Circle, which accelerated growth, deepened engagement, and unlocked member value; •Experienced strong comparable digital sales growth of 7.5%; •Performed close to plan for Fiscal 2024 for new stores opened in Fiscal 2023; •Maintained strong Team Member engagement; •Improved inventory turnover; •Improved shortage rate in our stores; and •Experienced mixed market share results at the category level. Taking into consideration the outcomes described above, the Compensation & Human Capital Management Committee approved an 85% team scorecard payout.
Total Fiscal 2024 STIP payout
Total Fiscal 2024 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.
Total Fiscal 2024 STIP payout
| Component | Weight | Payout as a percentage of goal | Overall weighted payout as a percentage of goal(1) | | Financial component | 67% | 82% | 54.9% | | Team scorecard | 33% | 85% | 28.1% | | | | Total payout as a percentage of goal | 83% |
Total Fiscal 2024 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 166% of base salary for our CEO and 83% of base salary for our Non-CEO NEOs.
Total Fiscal 2024 STIP payout
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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.
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. Cornell’s annual LTI award by $1,300,000, considering Mr. Cornell’s continued leadership that has sustained Target’s long-term success. This increase resulted in positioning his overall TDC between median and the 75th percentile of the combined peer group, which aligns with our pay for performance philosophy. Mr. Fiddelke received an annual LTI award increase of $1,600,000 and Ms. Hennington received an annual LTI award increase of $200,000 in connection with their appointments as EVP & Chief Operating Officer and EVP & Chief Strategy & Growth Officer, respectively.
PSUs
PSUs In March 2024, the Compensation & Human Capital Management Committee granted the 2024-2026 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: •Adjusted Merchandise Sales growth. The compound annual growth rate in Adjusted Merchandise 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. See the “Performance highlights” tables and footnotes on page 39 for additional information regarding Merchandise Sales, EPS, and ROIC. The following example illustrates potential PSU payouts at various levels of performance for the annual grant made in Fiscal 2024:
PSUs
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percentile
| Bottom 14th percentile (Ranks 18-21) 0% of goal payout | Below 57th percentile (Ranks 10-17) Payout interpolated between 0% and 100% | Above 57th percentile (Ranks 5-8) Payout interpolated between 100% and 200% | Top 19th percentile (Ranks 1-4) 200% of goal payout | | performance | | | |
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 Merchandise 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 2022-2024 PSU awards, we excluded the impact of the one-time gain in the Fiscal 2021 base year of the sale of the Dermstore business from EPS growth to prevent Target’s operational performance from being overstated due to the transaction. 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 2022-2024 PSU awards.
2022-2024 PSU payout
2022-2024 PSU payout In April 2025, our NEOs received payouts with respect to the PSUs granted in March 2022 for the three-year performance period ended February 1, 2025. These awards were paid at 61.6% of the goal number of shares. The following table summarizes the rankings and payout results for awards granted in Fiscal 2022. 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 Merchandise Sales growth and EPS growth metrics utilize a base year of Fiscal 2021 and a final performance year of Fiscal 2024, while ROIC is an average of Fiscal 2022, Fiscal 2023, and Fiscal 2024.
2022-2024 PSU payout
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Compensation Discussion and Analysis
| Metric | Performance rank relative to peers | Actual payout as a percentage of goal | Overall payout as a percentage of goal | | Adjusted Merchandise Sales CAGR | 15 of 21 | 42% | 61.6% | | EPS CAGR | 14 of 21 | 40% | | | ROIC | 8 of 21 | 103% | |
PBRSUs
PBRSUs In March 2024, the Compensation & Human Capital Management Committee granted the 2024-2026 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 2024:
2022-2024 PBRSU payout
2022-2024 PBRSU payout In March 2025, our NEOs received payouts with respect to the PBRSUs granted in March 2022 for the three-year performance period ended February 1, 2025. With a TSR ranking of 14 out of 20 relative to our retail peers, the Compensation & Human Capital Management Committee approved a total payout of 100% 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.
2022-2024 PBRSU payout
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Competitive sign-on compensation related to new hires
Competitive sign-on compensation related to new hires On September 22, 2024, Mr. Lee joined Target as EVP & Chief Financial Officer. In consideration of his estimated forfeited compensation from his prior employer, Mr. Lee received a cash sign-on bonus of $2,200,000 and RSUs valued at $6,950,000, which vest ratably on an annual basis over three years. His cash sign-on bonus is subject to repayment in the event of voluntary termination or involuntary termination for cause within 36 months of his start date. Mr. Lee also received a pro-rata equity grant consisting of PSUs and PBRSUs with a grant date present value of $1,500,000. In addition, he received a STIP payout for Fiscal 2024 performance prorated based on his start date. On August 25, 2024, Ms. Tu joined Target as EVP & Chief Legal & Compliance Officer. In consideration of her estimated forfeited compensation from her prior employer, Ms. Tu received a cash sign-on bonus of $2,550,000 and RSUs valued at $4,000,000, which vest ratably on an annual basis over five years. Her cash sign-on bonus is subject to repayment in the event of voluntary termination or involuntary termination for cause within 36 months of her start date. Ms. Tu also received an equity grant consisting of PSUs and PBRSUs with a grant date present value of $3,000,000. In addition, she received a STIP payout for Fiscal 2024 performance prorated based on her start date. Ms. Tu also received relocation assistance related to the sale of her former home. See page 54 for additional information.
Other benefit elements
Other benefit elements We offer the following other benefits to our NEOs: •Pension Plan. We maintain a Pension Plan for Team Members hired prior to January 2009 who meet certain eligibility criteria. We also maintain Supplemental Pension Plans for those Team Members who are subject to IRS limits on the basic Pension Plan or whose pensions are adversely impacted by participating in our deferred compensation plan. Our pension formula under these plans is the same for all participants—there are no enhanced benefits provided to our NEOs beyond extending the pension formula to earnings above the qualified plan limits or contributed to our deferred compensation plan. •Target 401(k) plan. The Target 401(k) Plan is available to all Team Members after 90 days of employment. There is no enhanced benefit for our NEOs. •EDCP. For a broad management group we offer the EDCP, which is a non-qualified, unfunded, individual account deferred compensation plan. The plan’s investment options generally mirror the Target 401(k) Plan, but also includes a fund based on Target common stock. •Perquisites. We provide certain perquisites to our NEOs, principally to allow them to devote more time to our business and to promote their health and safety. In addition, we provide benefits to our NEOs that we believe serve a business purpose for Target, but which are considered perquisites under SEC disclosure rules. The Compensation & Human Capital Management Committee reviews perquisites annually for consistency with our philosophy. Mr. Cornell is only eligible for perquisites that serve a business purpose for Target or support his safety, health, and well-being, such as home security, parking, executive physical, and an allowance for personal use of company-owned aircraft for security reasons. •Income continuation plan. We provide an ICP to our NEOs who are involuntarily terminated without cause to assist in their occupational transitions. Additional information on our Pension Plan, Target 401(k) Plan, EDCP, and perquisites is provided in the footnotes and tables that follow the “Summary compensation table” on page 53. See Note 2 to the “Table of potential payments upon termination or change-in control” on page 61 for additional information about the ICP.
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 or Food & Staples Retailing groups 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 2024 are provided in the following table. Rite Aid was removed from the retail peer group in Fiscal 2024 due to its bankruptcy filing in October 2023.
Benchmarking using compensation peer groups
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Compensation Discussion and Analysis
| 2024 peer groups | Retail | Albertsons Companies, Inc. (ACI) | Kohl’s Corporation (KSS) | General industry | 3M Company (MMM) | McDonald’s Corporation (MCD) | | | | Amazon.com, Inc. (AMZN) | The Kroger Co.(KR) | | Abbott Laboratories (ABT) | MetLife, Inc. (MET) | | | | Best Buy Co., Inc. (BBY) | Lowe’s Companies, Inc. (LOW) | | Archer-Daniels- Midland Company (ADM) | Mondelez International, Inc. (MDLZ) | | | | BJ’s Wholesale Club Holdings, Inc. (BJ) | Macy’s, Inc. (M) | | The Cigna Group (CI) | NIKE, Inc. (NKE) | | | | Costco Wholesale Corporation (COST) | Nordstrom, Inc. (JWN) | | The Coca-Cola Company (KO) | PepsiCo, Inc. (PEP) | | | | CVS Health Corporation (CVS) | Publix Super Markets, Inc. (PUSH) | | Elevance Health, Inc. (ELV) | The Procter & Gamble Company (PG) | | | | Dollar General Corporation (DG) | Ross Stores, Inc. (ROST) | | FedEx Corporation (FDX) | RTX Corporation (RTX) | | | | Dollar Tree, Inc. (DLTR) | The TJX Companies, Inc. (TJX) | | General Mills, Inc. (GIS) | Starbucks Corporation (SBUX) | | | | The Gap, Inc. (GPS) | Walgreens Boots Alliance, Inc. (WBA) | | Johnson & Johnson (JNJ) | United Parcel Service, Inc. (UPS) | | | | The Home Depot, Inc. (HD) | Walmart Inc. (WMT) | | Johnson Controls International plc (JCI) | UnitedHealth Group Incorporated (UNH) | | | | | | | Marriott International, Inc. (MAR) | |
Compensation Discussion and Analysis
| | 2024 peer group comparison(1)(2) | | | | | | | | Retail | | | General industry | | | | | Revenues | Market cap | Employees | Revenues | Market cap | Employees | | 25th Percentile | $22,994 | $8,433 | 85,436 | $35,976 | $62,495 | 79,400 | | Median | $55,876 | $28,724 | 183,900 | $66,905 | $110,797 | 104,900 | | 75th Percentile | $150,697 | $111,727 | 337,000 | $90,958 | $215,071 | 265,100 | | Target Corporation | $106,566 | $61,941 | 440,000 | $106,566 | $61,941 | 440,000 |
Compensation Discussion and Analysis
| | Compensation risk considerations | | Pay mix | Compensation mix of base salary, short-term incentives, 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 typically 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. |
Equity grant timing practices
Equity grant timing practices The following practices have not been formalized in a written policy, but have been regularly followed: •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.
Equity grant timing practices
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Equity grant timing practices
Table of Contents
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.
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 | 2024 | $1,400,000 | $785,400 | $16,087,492 | $1,538,320 | $0 | $596,391 | $20,407,603 | | | 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 | | Jim Lee EVP & Chief Financial Officer | 2024 | $310,577 | $2,287,117 | $8,527,406 | $170,631 | $0 | $12,134 | $11,307,865 | | Michael J. Fiddelke EVP & Chief Operating Officer and Former Chief Financial Officer | 2024 | $900,000 | $252,450 | $4,942,063 | $494,460 | $17,524 | $134,946 | $6,741,443 | | | 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 | | Amy Tu EVP & Chief Legal & Compliance Officer | 2024 | $364,904 | $2,652,356 | $7,154,576 | $200,478 | $0 | $161,510 | $10,533,824 | | A. Christina Hennington EVP & Chief Strategy & Growth Officer | 2024 | $767,308 | $215,230 | $2,996,794 | $421,559 | $18,416 | $149,640 | $4,568,947 | | | 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 | | Richard H. Gomez EVP & Chief Commercial Officer | 2024 | $764,423 | $214,421 | $2,628,759 | $419,974 | $0 | $162,478 | $4,190,055 |
Summary compensation table
(1)The “Bonus” amount shows actual payouts earned under our STIP for the team scorecard component. For Mr. Lee and Ms. Tu, the “Bonus” amount also includes a sign-on bonus of $2,200,000 and $2,550,000, respectively, which was part of their new hire compensation. (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 21 and 22, Share-Based Compensation, in the 2024 Annual Report and the 2023 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. For Mr. Lee and Ms. Tu, this also includes the aggregate grant date fair value of PSUs, PBRSUs, and RSUs granted as a part of their new hire compensation. The range of payments for the PSUs granted in Fiscal 2024 is as follows:
Summary compensation table
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Grants of plan-based awards in Fiscal 2024
Grants of plan-based awards in Fiscal 2024
Grants of plan-based awards in Fiscal 2024
| | | Estimated possible payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards(3) | Grant date fair value of stock awards(4) | | Name | Grant date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Brian C. | 3/13/24 | $560,000 | $1,876,000 | $3,752,000 | | | | | | | Cornell | 3/13/24 | | | | 0 | 55,445 | 110,890 | | $9,180,029 | | | 3/13/24 | | | | 27,723 | 36,964 | 46,205 | | $6,907,463 | | Jim Lee | 9/22/24 | $62,115 | $208,087 | $416,173 | | | | | | | | 9/30/24 | | | | | | | 44,747 | $6,950,104 | | | 9/30/24 | | | | 0 | 5,795 | 11,590 | | $900,079 | | | 9/30/24 | | | | 2,898 | 3,863 | 4,829 | | $677,223 | | Michael J. | 3/13/24 | $180,000 | $603,000 | $1,206,000 | | | | | | | Fiddelke | 3/13/24 | | | | 0 | 17,033 | 34,066 | | $2,820,154 | | | 3/13/24 | | | | 8,517 | 11,355 | 14,194 | | $2,121,909 | | Amy Tu | 8/25/24 | $72,981 | $244,486 | $488,971 | | | | | | | | 8/30/24 | | | | | | | 26,124 | $4,000,107 | | | 8/30/24 | | | | 0 | 11,756 | 23,512 | | $1,800,079 | | | 8/30/24 | | | | 5,878 | 7,837 | 9,797 | | $1,354,390 | | A. Christina | 3/13/24 | $153,462 | $514,096 | $1,028,193 | | | | | | | Hennington | 3/13/24 | | | | 0 | 10,328 | 20,656 | | $1,710,007 | | | 3/13/24 | | | | 5,165 | 6,886 | 8,608 | | $1,286,787 | | Richard H. | 3/13/24 | $152,885 | $512,163 | $1,024,327 | | | | | | | Gomez | 3/13/24 | | | | 0 | 9,060 | 18,120 | | $1,500,064 | | | 3/13/24 | | | | 4,530 | 6,040 | 7,550 | | $1,128,695 |
Grants of plan-based awards in Fiscal 2024
(1)Awards represent potential payments under the financial component of our annual STIP in Fiscal 2024, which are based on specified target levels of Incentive Operating Income and Merchandise Sales, as described on page 39 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 43. 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 42. 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 2024. 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 2 to the “Outstanding equity awards at Fiscal 2024 year-end” table on page 56. (3)Awards represent RSUs granted in Fiscal 2024. The other terms of the RSUs are described in Note 1 to the “Outstanding equity awards at 2024 fiscal year-end” table on page 56. Mr. Lee and Ms. Tu received RSUs as a part of their new hire compensation. (4)Grant date fair value for PSUs, PBRSUs, and RSUs was determined pursuant to FASB ASC Topic 718.
Grants of plan-based awards in Fiscal 2024
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Outstanding equity awards at Fiscal 2024 year-end
Outstanding equity awards at Fiscal 2024 year-end
Outstanding equity awards at Fiscal 2024 year-end
| Name | | Stock awards | | | | | | Grant Date | Number of shares or units of stock that have not vested(1) | Market value of shares or units of stock that have not vested(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(2) | | Brian C. Cornell | 3/8/2023 | | | 155,697 | $21,472,173 | | | 3/13/2024 | | | 104,985 | $14,478,481 | | Jim Lee | 9/30/2024 | 45,529 | $6,278,904 | 10,813 | $1,491,221 | | Michael J. Fiddelke | 3/8/2023 | | | 34,491 | $4,756,654 | | | 3/13/2024 | | | 32,253 | $4,448,011 | | Amy Tu | 8/30/2024 | 26,580 | $3,665,648 | 21,931 | $3,024,504 | | A. Christina Hennington | 3/8/2023 | | | 29,486 | $4,066,414 | | | 3/13/2024 | | | 19,562 | $2,697,795 | | Richard H. Gomez | 3/8/2023 | | | 25,596 | $3,529,944 | | | 3/13/2024 | | | 17,159 | $2,366,398 |
Outstanding equity awards at Fiscal 2024 year-end
(1)Represents shares issuable under outstanding RSUs granted to both Mr. Lee and Ms. Tu as a part of their new hire compensation. For Mr. Lee, those RSUs vest in one-third increments on each of the first three anniversaries of the grant date. For Ms. Tu, those RSUs vest in one-fifth increments on each of the first five anniversaries of the grant date. After vesting, the RSUs will be converted into shares of our common stock on a 1:1 basis. Dividend equivalents are accrued (in the form of additional units) on the RSUs during the vesting period and converted to shares if and after the underlying RSUs vest. Mr. Lee and Ms. Tu must generally be continuously employed for three and five years, respectively, from the grant date in order to receive the shares, except vesting of 100% of the outstanding RSUs is accelerated in the event of death or disability. (2)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 2024 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 2024, actual performance results for the 2023-2025 PSUs and all outstanding PBRSUs were at or above target levels. Actual performance results for the 2024-2026 PSUs were below target levels. Based on this performance, the amounts in these columns represent payouts at the maximum level for the 2023-2025 PSUs and all outstanding PBRSUs, and payouts at the target level for the 2024-2026 PSUs. 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”): •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. 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.
Outstanding equity awards at Fiscal 2024 year-end
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Stock vested in Fiscal 2024
Stock vested in Fiscal 2024
Stock vested in Fiscal 2024
| Name | Stock awards | | | | Number of shares acquired on vesting | Value realized on vesting(1) | | Brian C. Cornell | 54,467 | $5,538,869 | | Jim Lee | 0 | $0 | | Michael J. Fiddelke | 11,680 | $1,187,768 | | Amy Tu | 0 | $0 | | A. Christina Hennington | 9,540 | $970,169 | | Richard H. Gomez | 8,571 | $871,623 |
Stock vested in Fiscal 2024
(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.
Pension benefits for Fiscal 2024
Pension benefits for Fiscal 2024
Pension benefits for Fiscal 2024
| 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 | 48 | 20 | $164,258 | $0 | | A. Christina Hennington | Target Corporation Pension Plan | 50 | 21 | $177,173 | $0 |
Pension benefits for Fiscal 2024
(1)Mr. Cornell, Mr. Lee, Ms. Tu, and Mr. Gomez are not eligible for the Target Corporation Pension Plan, SPP I, or SPP II because they were hired after January 2009.
Nonqualified deferred compensation for Fiscal 2024
Nonqualified deferred compensation for Fiscal 2024 The amounts in the following table represent deferrals under the EDCP, which includes the supplemental pension benefits discussed in the preceding section.
Nonqualified deferred compensation for Fiscal 2024
| 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 | $186,186 | $183,440 | $744,229 | $0 | $7,016,088 | | Jim Lee | $6,539 | $0 | $84 | $0 | $6,623 | | Michael J. Fiddelke | $98,671 | $105,386 | $146,161 | $0 | $1,844,908 | | Amy Tu | $14,279 | $317 | $163 | $0 | $14,759 | | A. Christina Hennington | $581,594 | $97,602 | $465,265 | $0 | $5,117,112 | | Richard H. Gomez | $247,852 | $54,474 | $278,865 | ($485,718) | $1,634,935 |
Nonqualified deferred compensation for Fiscal 2024
(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 2024 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 2023.
Nonqualified deferred compensation for Fiscal 2024
| Name | Reported in prior years’ summary compensation tables | | Mr. Cornell | $3,864,300 | | Mr. Lee | $0 | | Mr. Fiddelke | $844,890 | | Ms. Tu | $0 | | Ms. Hennington | $2,088,091 | | Mr. Gomez | $0 |
Nonqualified deferred compensation for Fiscal 2024
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Potential payments upon termination or
Potential payments upon termination or
Table of potential payments upon termination or
Table of potential payments upon termination or
Pay ratio disclosure
Pay ratio disclosure As disclosed in the “Summary compensation table” on page 53, the Fiscal 2024 total annual compensation for our CEO was $20,407,603. We estimate that the Fiscal 2024 total annual compensation for the median Team Member was $27,090. 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 2024 is 753 to 1. The median Team Member’s Fiscal 2024 total annual compensation was calculated in the same manner used to calculate the CEO’s compensation in the “Summary compensation table” on page 53. To determine the median Team Member, we used W-2 wages or their equivalent for the 2024 calendar year for Team Members employed as of February 1, 2025, the last day of Fiscal 2024. 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, 2024 do not yet have wages for 2024 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 1, 2025. To ensure the compensation of temporary or seasonal Team Members is not annualized, we used their W-2 wages without adjustments.
Pay versus performance disclosure
Pay versus performance disclosure
Pay versus performance table
Pay versus performance table The pay versus performance table includes information for Fiscal Years 2020, 2021, 2022, 2023, and 2024.
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: Merchandise Sales(5) | | 2024 | $20,407,603 | $18,625,674 | $7,468,427 | $6,880,522 | $139.81 | $229.60 | $4,091 | $104,820 | | 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 |
Pay versus performance table
Note: Net income and Merchandise Sales are in millions. (1)Mr. Cornell is the CEO for each of the years shown. The Non-CEO NEOs include: •2024: Mr. Lee, Mr. Fiddelke, Ms. Tu, Ms. Hennington, and Mr. Gomez •2022 & 2023: Mr. Fiddelke, John J. Mulligan, Ms. Hennington, and Don H. Liu •2020 & 2021: Mr. Fiddelke, John J. Mulligan, Michael E. McNamara, and Don H. Liu (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 on the grant date, with values changing primarily due to the change in stock price and our performance on the metrics applicable to those awards.
Pay versus performance table
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