DEF 14A of Target Corp
Filed Apr 27, 2026 · FY20250001628280-26-027508
Questions and answers about the 2026 Annual Meeting
| Outstanding equity awards at Fiscal 2025 year-end | | 61 | | Stock vested in Fiscal 2025 | | 62 | | Pension benefits for Fiscal 2025 | | 62 | | Nonqualified deferred compensation for Fiscal 2025 | | 63 | | Potential payments upon termination or change-in- control | | 64 | | Table of potential payments upon termination or change-in-control | | 65 | | Pay ratio disclosure | | 67 | | Pay versus performance disclosure | | 67 | | Equity compensation plan information | | 71 | | Management proposals | | 72 | | Item two | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm | 72 | | Item three | Advisory approval of executive compensation (Say on Pay) | 75 | | Item four | Approval of the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan | 76 | | Shareholder proposals | | 84 | | Item five | Shareholder proposal requesting policy requiring the Board Chair to be an independent director | 84 | | Item six | Shareholder proposal requesting a report on presence of pesticides in Target’s private label brands | 87 | | Item seven | Shareholder proposal requesting a report on reducing plastic microfiber shedding | 90 | | Questions and answers about the 2026 Annual Meeting | | 93 | | General information | | 93 | | Voting | | 93 | | Meeting details | | 96 | | Access to information | | 97 | | Communications | | 98 | | Forward-looking statements | | 99 | | Appendix A | | A-1 | | Amended and Restated Target Corporation 2020 Long-Term Incentive Plan | | A-1 | | Appendix B | | B-1 | | Commonly used or defined terms | | B-1 |
Our directors
Our directors
Our directors
| Name | Age | Director since | Current or notable prior company | Title | Independent | Public boards (including Target) | | David P. Abney | 70 | 2021 | United Parcel Service, Inc. | Former Chairman & CEO | Yes | 3 | | Douglas M. Baker, Jr.(1) | 67 | 2013 | E2SG Partners, LP / Ecolab Inc. | Founding Partner / Former Chairman & CEO | Yes | 2 | | George S. Barrett | 71 | 2018 | The Overtone Group L.L.C. / Cardinal Health, Inc. | Founder / Former Chairman & CEO | Yes | 1 | | Gail K. Boudreaux | 65 | 2021 | Elevance Health, Inc. | President & CEO | Yes | 2 | | Stephen B. Bratspies | 58 | 2026 | HanesBrands Inc. | Former CEO | Yes | 2 | | Brian C. Cornell | 67 | 2014 | Target Corporation | Executive Chair of the Board | No | 2 | | Robert L. Edwards | 70 | 2015 | Safeway Inc. | Former President & CEO | Yes | 1 | | Michael J. Fiddelke | 50 | 2026 | Target Corporation | CEO | No | 1 | | John R. Hoke III | 61 | 2026 | NIKE, Inc. | Former Chief Innovation Officer | Yes | 2 | | Donald R. Knauss(1) | 75 | 2015 | The Clorox Company | Former Chairman & CEO | Yes | 2 | | Christine A. Leahy | 61 | 2021 | CDW Corporation | Chair, President & CEO | Yes | 2 | | Monica C. Lozano | 69 | 2016 | ImpreMedia, LLC | Former Chair & CEO | Yes | 3 | | Grace Puma(1) | 63 | 2022 | PepsiCo, Inc. | Former Executive Vice President, Chief Operations Officer | Yes | 3 | | Derica W. Rice | 61 | 2020(2) | CVS Health Corporation / CVS Caremark | Former Executive Vice President / Former President | Yes | 4 | | Dmitri L. Stockton | 62 | 2018 | General Electric Company | Former Senior Vice President & Special Advisor to the Chairman | Yes | 3 |
Our directors
(1)Mr. Baker and Ms. Puma have decided not to seek re-election and will leave the Board when their current terms end at the 2026 Annual Meeting. In accordance with our tenure policies, Mr. Knauss will not stand for re-election and will leave the Board when his current term ends at the 2026 Annual Meeting. (2)Mr. Rice previously served on our Board from September 2007 to January 2018.
Our directors
| TARGET CORPORATION 2026 Proxy Statement | 9 |
Our directors
Table of Contents
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 2026 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 95.
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 feedback from our shareholders to identify the backgrounds and skill sets that are desired. The table on pages 23-24 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 2027 Annual Meeting should submit a written request and related information to our Corporate Secretary no later than December 31, 2026, 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 2027 Annual Meeting?” on page 98.
Board membership criteria and identifying candidates
| 20 | TARGET CORPORATION 2026 Proxy Statement |
Board membership criteria and identifying candidates
Table of Contents
Item one Election of directors
Item one Election of directors
Board and Committee evaluations
Board and Committee evaluations
Overview
Overview The Governance & Sustainability Committee, in consultation with the Lead Independent Director, annually leads an evaluation reviewing the performance of the Board and its Committees. The evaluation process seeks to obtain each director’s assessment of the effectiveness of the Board, the Committees and their leadership, Board and Committee composition, and Board/management dynamics. As part of the process, the Board evaluates individual director performance through survey questions that seek to obtain candid feedback about individual directors. Additionally, the Lead Independent Director holds one-on-one conversations with each director to discuss their survey responses. This annual evaluation has occasionally been conducted by a third-party consultant, as appropriate. Our Corporate Secretary’s Office administered the most recent evaluation. This annual review process is supplemented by regular one-on-one conversations between the Lead Independent Director and each director to obtain informal feedback throughout the year.
Annual review process
Annual review process
Annual review process
| Evaluation planning | Director surveys | One-on-one interviews | Board and Committee discussions | Annual governance review | | | | | | | | Governance & Sustainability Committee reviews the format and process for the annual evaluation, including the questions to be addressed | Survey completed by each director about the Board (including individual director performance) and the Committees on which the director served | Lead Independent Director completes one-on-one interviews with each director to seek additional information to supplement the survey responses | The full Board and each Committee meet to discuss the results | Governance & Sustainability Committee incorporates feedback from the evaluation process as part of its annual governance review |
Actions
Actions Over the past few years, the evaluation process has contributed to different enhancements to the Board and its Committees, including: •providing additional disclosure regarding our Board leadership structure and our policies and practices that facilitate effective, independent leadership; •managing Board composition and refreshment, which has resulted in the addition of two new directors who contribute to a balanced tenure and a wealth of perspectives, experiences, expertise, and knowledge relevant to our business; and •decreasing the director term limit to 15 consecutive years to promote board refreshment.
Actions
| TARGET CORPORATION 2026 Proxy Statement | 21 |
Actions
Table of Contents
Item one Election of directors
Item one Election of directors
Item one Election of directors
Item one Election of directors
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
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Director outside affiliations
Table of Contents
Item one Election of directors
Item one Election of directors
Independent director skills and composition matrix
Independent director skills and composition 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 2026 Annual Meeting. As described on page 19, 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 and composition matrix
| Target’s business characteristics | Desired skill | Director qualifications for possessing the skill | | Target is a large retailer that offers everyday essentials and on-trend, 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, design, supply chain, fulfillment, real estate, and finance. | Senior leadership | Experience in an executive officer level role or senior government leadership role. | | Our brand and focus on style and design are the cornerstones of our strategy to offer a preferred shopping experience for our guests that differentiates us in the marketplace. | Marketing / Design / Brands | Executive officer level experience in design, merchandising, marketing, or managing well-known brands or the types of consumer products we sell, or service on the board of directors of a marketing, design-led, 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 the use and deployment of digital tools and technology, including through the use of artificial intelligence (AI), to support many aspects of our operations, including loyalty programs, merchandising, and fulfillment. | Digital tools / Technology | Experience in digital platforms, digital media, data analytics, or AI technologies and management; actively supervising someone performing similar functions; or service on the board of directors of a digital platforms, digital media, data analytics, or technology 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 and composition matrix
| 24 | TARGET CORPORATION 2026 Proxy Statement |
Independent director skills and composition matrix
Table of Contents
Item one Election of directors
Item one Election of directors
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. Barrett | Ms. Boudreaux | Mr. Bratspies | Mr. Edwards | Mr. Hoke | Ms. Leahy | Ms. Lozano | Mr. Rice | Mr. Stockton | | Retail industry experience | | | | l | l | l | | | l | | | Senior leadership | l | l | l | l | l | l | l | l | l | l | | Marketing / Design / Brands | l | | | l | | l | | l | | l | | Human capital management | l | l | l | l | l | | l | l | l | l | | Capital deployment | l | l | l | l | l | | | | l | l | | Global supply chain | l | l | | l | l | l | l | | l | | | Digital tools / Technology | | | l | l | | l | | l | | | | Information security / Data privacy | l | | l | | l | | l | | l | l | | Financial management | l | l | l | l | l | l | l | l | l | l | | Risk management | l | l | l | l | l | | l | l | l | l | | Reputation management | l | l | l | | l | | l | l | l | l | | Sustainability and governance | l | l | l | l | | l | l | l | l | l |
Item one Election of directors
| Self-identified gender | | | | | | | | | | | | Female | | | l | | | | l | l | | | | Male | l | l | | l | l | l | | | l | l | | Self-identified race/ethnicity | | | | | | | | | | | | White | l | l | l | l | l | l | l | | | | | Black/African American | | | | | | | | | l | l | | Hispanic/Latino | | | | | | | | l | | |
2026 nominees for director
2026 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, except for Douglas M. Baker, Jr., Donald R. Knauss, and Grace Puma, who will depart the Board when their respective current terms conclude at the 2026 Annual Meeting. The Board believes that each of these nominees is qualified to serve as a director of Target and, in addition to the skills listed in the tables on pages 23-24, the specific qualifications of each nominee that were considered by the Board follow each nominee’s biographical description. We believe that all nominees will be able and willing to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.
2026 nominees for director
| TARGET CORPORATION 2026 Proxy Statement | 25 |
2026 nominees for director
Table of Contents
Item one Election of directors
Item one Election of directors
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 70 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. | Other past boards Allied Waste Industries, Inc. Johnson Controls International plc United Parcel Service, Inc. |
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 71 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
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Item one Election of directors
Table of Contents
Item one Election of directors
Item one Election of directors
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 65 Director since 2021 Independent | | | | | Committees •Compensation & Human Capital Management •Governance & Sustainability | | | | | | 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
| | Former Chief Executive Officer, HanesBrands Inc. Background Stephen B. Bratspies most recently served as Chief Executive Officer of HanesBrands Inc., a leading global basic apparel marketer of consumer brands, from August 2020 to December 2025. Previously, Mr. Bratspies served as Chief Merchandising Officer of Walmart Inc. from 2015 to 2020. He previously held other leadership positions with Walmart, including as Executive Vice President, Food and as Executive Vice President, General Merchandise. Skills and qualifications Mr. Bratspies provides the Board with retail industry experience, senior leadership, marketing / design / brands, human capital management, capital deployment, global supply chain, digital tools and technology, financial management, risk management, and sustainability and governance skills developed over more than 30 years of experience with escalating of responsibility at a variety of well- known companies, including HanesBrands Inc. and Walmart Inc. As Chief Executive Officer at HanesBrands and Chief Merchandising Officer at Walmart, he was responsible for many of the functions requiring those skills. Mr. Bratspies has strong executive leadership experience and significant retail, digital and consumer packaged goods industry experience. In addition, his service on other public company boards has enhanced his skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of board committees through current service on the audit committee of another public company board. | | | | Stephen B. Bratspies | | | | | Age 58 Director since 2026 Independent | | | | | Committees •Audit & Risk •Infrastructure & Finance | | | | | | Other public company boards | | | | | Current The Clorox Company | Within past five years HanesBrands Inc. | Other past boards None |
Item one Election of directors
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Item one Election of directors
Table of Contents
Item one Election of directors
Item one Election of directors
Item one Election of directors
| | Executive Chair of the Board, Target Corporation Background Brian C. Cornell has served as Executive Chair of the Board since February 1, 2026, and was previously Chair & Chief Executive Officer of Target Corporation from August 2014 through January 2026. 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 due to his prior leadership of Target, including 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 is both valuable in his current role as Executive Chair of the Board 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 67 Director since 2014 Executive Chair of the Board since 2026 | | | | | 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, where he served until his retirement in 2015. 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 70 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
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Item one Election of directors
| | Chief Executive Officer, Target Corporation Background Michael J. Fiddelke has served as Chief Executive Officer of Target Corporation since February 1, 2026. Mr. Fiddelke has been with Target since 2004, and most recently served as Chief Operations Officer from February 2024 through January 2026 and Chief Financial Officer from November 2019 to September 2024. Skills and qualifications Mr. Fiddelke brings extensive experience in Target’s retail business to the Board, having held several leadership roles across key areas in merchandising, finance, operations, and human resources during his 20-year career at Target before his appointment as CEO. This depth and breadth of knowledge of Target’s business provides an important perspective to identify and manage risks, as well as provide the Board with strong insight into the business strategy and operations. His executive leadership experience, strategic insight, and understanding of the company’s business and competitive landscape are important to the Board’s collective oversight capability | | | | Michael J. Fiddelke | | | | | Age 50 Director since 2026 | | | | | Committees •None | | | | | | Other public company boards | | | | | Current None | Within past five years None | Other past boards None |
Item one Election of directors
| | Former Chief Innovation Officer, NIKE, Inc. Background John R. Hoke III formerly served as Chief Innovation Officer at NIKE, Inc., a leading designer and marketer of footwear, apparel, equipment and accessories, a position he held from November 2023 to June 2025. Previously, he was NIKE's Chief Design Officer from June 2017 to November 2023, leading a global design organization responsible for product innovation and brand development across Nike, Jordan, and Converse. Mr. Hoke previously held other executive level positions at NIKE, including Vice President of Global Design. Skills and qualifications Mr. Hoke provides the Board with retail industry experience, senior leadership, marketing / design / brands, global supply chain, digital tools and technology, financial management, and sustainability and governance skills honed during his more than 20-year career at NIKE, Inc. As Chief Design Officer and Chief Innovation Officer at Nike, he was responsible for many of the functions requiring those skills. His design expertise and work with emerging technologies at a major global enterprise provides valuable perspective on the company’s strategy and growth. In addition, his service as the chairman at MillerKnoll, Inc., another public company, has enhanced his sustainability and governance skills and strengthens the Board’s collective oversight capability. He also has experience with the roles and responsibilities of board committees through current service on the nominating and governance committee of another public company board. | | | | John R. Hoke III | | | | | Age 61 Director since 2026 Independent | | | | | Committees •Compensation & Human Capital Management •Governance & Sustainability | | | | | | Other public company boards | | | | | Current MillerKnoll, Inc. | Within past five years None | Other past boards None |
Item one Election of directors
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Item one Election of directors
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Item one Election of directors
Item one Election of directors
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 61 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
| | 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 69 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
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Item one Election of directors
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Item one Election of directors
Item one Election of directors
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 61 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, a position he retired from in 2017. 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 and 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 62 Director since 2018 Independent | | | | | Committees •Audit & Risk (Chair) •Governance & Sustainability | | | | | | Other public company boards | | | | | Current Deere & Company Ryder System, Inc. | Within past five years Smurfit WestRock plc 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
Non-employee director compensation
Non-employee 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 54. 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 Executive Chair of the Board, and Michael J. Fiddelke, our CEO, are the only directors who are Team Members. For information about their compensation, please see the CD&A beginning on page 37 and the compensation tables beginning on page 58. 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. To remain competitive with our retail and industry peer group, the Compensation & Human Capital Management Committee approved the following changes to non-employee director compensation in Fiscal 2025: •An increase of the annual compensation amount from $310,000 to $320,000; and •An increase from $35,000 to $50,000 for the Lead Independent Director.
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 2025, each form under the compensation program was intended to provide $320,000 in value to non-employee directors as follows:
General description of non-employee director compensation
| | Cash | RSUs | | Combination (Cash and RSUs) | $120,000 | $200,000 | | RSUs Only | $0 | $320,000 |
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 2025, 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 | $50,000 | | 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
Non-employee director compensation table
Non-employee director compensation table
Non-employee director compensation table
| Name(1) | Fees earned or paid in cash | Stock awards(2)(3) | Total(4) | | David P. Abney | $120,000 | $200,006 | $320,006 | | Douglas M. Baker, Jr. | $120,000 | $200,006 | $320,006 | | George S. Barrett(5) | $0 | $345,041 | $345,041 | | Gail K. Boudreaux | $0 | $320,053 | $320,053 | | Robert L. Edwards | $120,000 | $200,006 | $320,006 | | Donald R. Knauss(5) | $145,000 | $200,006 | $345,006 | | Christine A. Leahy | $0 | $370,028 | $370,028 | | Monica C. Lozano(5) | $145,000 | $200,006 | $345,006 | | Grace Puma | $120,000 | $200,006 | $320,006 | | Derica W. Rice | $0 | $320,053 | $320,053 | | Dmitri L. Stockton(5) | $145,000 | $200,006 | $345,006 |
Non-employee director compensation table
(1)Stephen B. Bratspies and John R. Hoke III were elected to the Board effective in Fiscal 2026 and therefore did not receive any compensation during Fiscal 2025. (2)Amounts represent the aggregate grant date fair value of awards that were granted in Fiscal 2025, as computed in accordance with FASB ASC Topic 718, Stock Compensation. See Note 23, Share-Based Compensation, in the 2025 Annual Report for a description of our accounting and the assumptions used. Details on the stock awards granted during Fiscal 2025, all of which are RSUs, are as follows:
Non-employee director compensation table
| Name | Stock awards | | | | # of units | Grant date fair value | | Mr. Abney | 1,841 | $200,006 | | Mr. Baker | 1,841 | $200,006 | | Mr. Barrett | 3,176 | $345,041 | | Ms. Boudreaux | 2,946 | $320,053 | | Mr. Edwards | 1,841 | $200,006 | | Mr. Knauss | 1,841 | $200,006 | | Ms. Leahy | 3,406 | $370,028 | | Ms. Lozano | 1,841 | $200,006 | | Ms. Puma | 1,841 | $200,006 | | Mr. Rice | 2,946 | $320,053 | | Mr. Stockton | 1,841 | $200,006 |
Non-employee director compensation table
(3)At fiscal year-end, none of the directors held any outstanding unvested RSUs. (4)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 and digital privacy security coverage while serving on the board. (5)The following directors received additional compensation in Fiscal 2025 for their roles as Committee Chairs and, in the case of 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 non-employee director compensation.”
Non-employee director compensation table
| Name | Role during Fiscal 2025 | | Ms. Leahy | Lead Independent Director | | Ms. Lozano | Compensation & Human Capital Management Chair | | Mr. Stockton | Audit & Risk Chair | | Mr. Barrett | Governance & Sustainability Chair | | Mr. Knauss | Infrastructure & Finance Chair |
Non-employee director compensation table
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Non-employee director compensation table
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CEO transition
CEO transition Mr. Fiddelke succeeded Mr. Cornell, who was appointed to the role of Executive Chair effective February 1, 2026. Mr. Cornell is anticipated to serve as Executive Chair or a special advisor until March 13, 2027. The Board of Directors proactively prepared for his transition as part of our ongoing CEO succession plan. As disclosed in the Form 8-K filed on February 5, 2026, the following decisions were made related to Mr. Fiddelke’s compensation in connection with his appointment as Chief Executive Officer effective February 1, 2026: •Annual base salary increased to $1,300,000; •At-goal STIP opportunity of 200% of his base salary; •Annual performance-based equity award grant valued at $12,100,000, consisting of 60% PSUs and 40% PBRSUs; and •Mr. Fiddelke did not receive a promotional grant related to his appointment to CEO. The following decisions were made related to Mr. Cornell’s compensation in connection with his service: •Annual base salary decreased to $1,120,000; •At-goal STIP opportunity of 200% of his base salary; •An RSU grant valued at $6,000,000 that vests ratably on an annual basis over two years; and •Mr. Cornell will not be eligible for severance under Target’s Income Continuance Plan. See “Board Leadership Structure” section on page 9 for more information.
Financial performance metrics for Fiscal 2025
Financial performance metrics for Fiscal 2025
Financial performance metrics for Fiscal 2025
| Change in Comparable Sales | Change in Net Sales | Change in Adjusted EPS(1) | | (2.6)% | (1.7)% | (14.5)% | | After-tax ROIC (2) | 5% of profits given to communities (3) | Capital invested in the business | | 13.8% | $459M | $3.7B |
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 Net Sales, Incentive Operating Income, and the assessment of the team scorecard. •PSUs — Payouts range from 0% to 200% of goal depending on Net 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 metrics
Performance metrics The following graphs highlight our historical performance on key metrics that we used in our executive compensation programs over each of the last five years. The metrics used in our compensation program are described in more detail in the CD&A narratives for each compensation element, as well as in the footnotes on this page.
Performance metrics
| Net Sales (1) (in millions) | Operating Income (2) (in millions) |
Performance metrics
53 Weeks 53 Weeks
Performance metrics
| EPS (3) | ROIC (4) |
Performance metrics
53 Weeks 53 Weeks (1)For our STIP compensation element, we use Net Sales as reported in our applicable annual reports and shown above. For our 2023-2025 PSU compensation element, we used Merchandise Sales as reported in our annual reports, which in Fiscal 2022 was $107,588 million and in Fiscal 2025 was $102,717 million. See page 48 for additional information on the 2023-2025 PSU award adjustments. See Note 2 to the consolidated financial statements in our 2025 Annual Report for additional information. (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. For Fiscal 2025, we excluded the net gain from interchange fee settlements, as well as business transformation costs. These costs are explained further in Notes 6 and 7 to the consolidated financial statements in our 2025 Annual Report. The net impact of these exclusions was a reduction in Operating Income of $343 million. (3)For the 2023-2025 PSU awards, we use EPS as reported in our applicable annual reports and shown above. For Fiscal 2025, we excluded the net gain from interchange fee settlements, reducing EPS by $0.97 per share. (4)ROIC is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to Operating Income. For PSUs, we use ROIC as reported in our applicable annual reports and shown above. For Fiscal 2025, we excluded the net gain from the interchange fee settlements from net operating profit after taxes, reducing ROIC by 1.5 percentage points. See page 48 for additional information on the 2023-2025 PSU award adjustments. See our applicable annual reports for a more detailed description and calculation of ROIC.
Performance metrics
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Performance metrics
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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 | | 2025 STIP Performance | Financial | 67% | Net Sales | $108,567 | $104,780 | 96.5% | 42% | 28.1% | | | | | Incentive Operating Income(2) | $6,362 | $5,140 | 80.8% | | | | | Team scorecard | 33% | | | | N/A | 50% | 16.5% | | Total payout as a percentage of goal | | | | | | | | 44.6% |
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 | | 2023-2025 LTI Performance | PSUs | Adjusted Merchandise Sales CAGR(3) | 15 of 20 | 25% | 88.2% | | | | EPS CAGR | 6 of 20 | 154% | | | | | ROIC | 11 of 20 | 85% | | | | | | Performance rank relative to peers(4) | TSR(5) | Overall payout as a percentage of goal | | | PBRSUs | Relative TSR | 17 of 19 | (31.8)% | 75% |
Incentive measures and actual performance
(1)In millions. (2)See the “Performance metrics” tables and footnotes on page 42 for a description of how Incentive Operating Income is calculated from our financial statements. (3)The 2023-2025 PSU awards are measured using Merchandise Sales. Beginning in 2025, PSU awards are measured using Net Sales. (4)The retail peers for PBRSUs excludes Publix Super Markets, Inc. For more information, see “PBRSUs” on page 49. (5)TSR is calculated based on the stock price of each company on the first and last day of the performance period using the average of each company’s stock price for the 90 calendar days immediately preceding the two measurement dates.
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 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: •Net 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: •Net 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: Net Sales (50%) and Incentive Operating Income (50%). See the “Performance metrics” tables and footnotes on page 42 for a description of how Net Sales are reported and how Incentive Operating Income is calculated from our financial statements. Beginning in Fiscal 2025, we replaced Merchandise Sales with Net Sales under the Financial component of STIP to better align incentives with overall revenue performance across all business streams. 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. Due to her departure, Ms. Tu is not eligible to receive a Fiscal 2025 STIP payout.
Short-term incentives
| | Fiscal 2025 (payout as a percentage of goal) | | | | | Component | Weight | Threshold | Goal | Maximum | | Financial component (Net Sales 50%, Incentive Operating Income 50%) | 67% | 20% | 67% | 134% | | Team scorecard | 33% | 10% | 33% | 66% | | Total | | 30% | 100% | 200% |
Fiscal 2025 financial STIP design, performance goals, and how we
Fiscal 2025 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 | | Net Sales | $108,567 | $104,780 | 96.5% | 51% | 42% | | Incentive Operating Income(3) | $6,362 | $5,140 | 80.8% | 32% | |
Fiscal 2025 team scorecard assessment
Fiscal 2025 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 with respect to our key strategic priorities for the year, which requires shared accountability among our NEOs to drive our enterprise strategy. The team scorecard component of Fiscal 2025 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. The indicators for the Fiscal 2025 team scorecard were approved by the Compensation & Human Capital Management Committee in March 2025. Management shared quarterly updates with the Compensation & Human Capital Management Committee throughout Fiscal 2025 and the Committee determined actual payouts at the March 2026 meeting based on its assessment of progress for Fiscal 2025. For Fiscal 2025, results against our 2025 team scorecard indicators were mixed, with areas of strong outperformance and areas below our expectations: •Roundel and Target Plus experienced double digit growth; •Target Circle 360 memberships exceeded expectations; •Shortage rate significantly improved in our stores; •New stores opened between 2020 and 2025 met original business case expectations; •Digital sales growth was below expectations; •Team Member engagement survey results decreased; and •Inventory turnover declined. Taking into consideration the outcomes described above, the Compensation & Human Capital Management Committee approved a 50% team scorecard payout.
Total Fiscal 2025 STIP payout
Total Fiscal 2025 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 2025 STIP payout
| Component | Weight | Payout as a percentage of goal | Overall weighted payout as a percentage of goal(1) | | Financial component | 67% | 42% | 28.1% | | Team scorecard | 33% | 50% | 16.5% | | | | Total payout as a percentage of goal | 44.6% |
Total Fiscal 2025 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 89.2% of base salary for our CEO and 44.6% of base salary for our Non-CEO NEOs. The following table shows the three year history of our STIP payouts:
Total Fiscal 2025 STIP payout
| Fiscal Year | 2023 | 2024 | 2025 | 3-year average | | Payout (as a percentage of goal) | 93.4% | 83.0% | 44.6% | 73.7% |
Total Fiscal 2025 STIP payout
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Total Fiscal 2025 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 considering increases to peer CEO pay levels and Mr. Cornell’s continued leadership, particularly his engagement in supporting our CEO succession process through this critical time period. Mr. Cornell’s ongoing service continuity was critical to help ensure a smooth transition. Mr. Fiddelke received an annual LTI award increase as a part of his appointment as EVP & Chief Operating Officer. Mr. Gomez received an annual LTI award increase in consideration of his market positioning relative to our retail and industry peers.
Value of LTI awarded at grant
| Name | Fiscal 2025 Annual LTI Grant Amount | Fiscal 2024 Annual LTI Grant Amount | | Mr. Cornell | $18,400,000 | $15,300,000 | | Mr. Lee(1) | $3,600,000 | $3,600,000 | | Mr. Fiddelke | $6,300,000 | $4,700,000 | | Mr. Gomez(2) | $3,300,000 | $2,500,000 | | Ms. Kremer(3) | $2,600,000 | — | | Ms. Tu(4) | $3,000,000 | $3,000,000 |
Value of LTI awarded at grant
(1)Mr. Lee received a Fiscal 2024 annual grant of $1,500,000. This amount was pro-rated based on his hire date in September 2024. (2)As a result of his departure as of April 17, 2026 and due to his retirement eligibility, Mr. Gomez is eligible to receive 100% of the PSUs granted and 50% of the PBRSUs granted with original payout timing. 50% of the PBRSUs were forfeited. (3)Ms. Kremer was not an NEO in Fiscal 2024. (4)As a result of her departure as of June 1, 2025, Ms. Tu is eligible to receive 50% of the PBRSUs granted with original payout timing. 100% of the PSUs and 50% of the PBRSUs were forfeited.
PSUs
PSUs In March 2025, the Compensation & Human Capital Management Committee granted the 2025-2027 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: •Net Sales growth. The compound annual growth rate in Net Sales over the performance period, relative to our retail peer group. For comparability, peer results represent the reported measure of revenue most closely aligned with retail-related domestic total revenue; •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. Beginning in Fiscal 2025, we replaced Merchandise Sales with Net Sales under the PSU program to better align incentives with performance across all revenue streams. See the “Performance metrics” tables and footnotes on page 42 for additional information regarding Net Sales, EPS, and ROIC. The following example illustrates potential PSU payouts at various levels of performance for the annual grant made in Fiscal 2025:
PSUs
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PSUs
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percentile
| Bottom 21st percentile (Ranks 16-19) 0% of goal payout | Below 58th percentile (Ranks 9-15) Payout interpolated between 0% and 100% | Above 58th percentile (Ranks 5-7) Payout interpolated between 100% and 200% | Top 21st 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, when applicable, sales from the extra week in a 53-week year are excluded from our Net Sales and those of our peers 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 2023-2025 PSU awards, we excluded the net gain on interchange fee litigation settlements in Fiscal 2025 from EPS and ROIC metrics to prevent Target’s operational performance from being overstated. Other than described above, no adjustments were made to our annual reported results or those of our peers in determining the payout of the 2023-2025 PSU awards.
2023-2025 PSU payout
2023-2025 PSU payout In April 2026, our NEOs received payouts with respect to the PSUs granted in March 2023 for the three-year performance period ended January 31, 2026. These awards were paid at 88.2% of the goal number of shares. The following table summarizes the rankings and payout results for awards granted in Fiscal 2023. 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 2022 and a final performance year of Fiscal 2025, while ROIC is an average of Fiscal 2023, Fiscal 2024, and Fiscal 2025.
2023-2025 PSU payout
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2023-2025 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 20 | 25% | 88.2% | | EPS CAGR | 6 of 20 | 154% | | | ROIC | 11 of 20 | 85% | |
Compensation Discussion and Analysis
| Performance Period | 2020-2023 | 2022-2024 | 2023-2025 | 3-year average | | Grant Price | $179.31 | $216.53 | $163.00 | | | Overall payout as a percentage of goal | 117.7% | 61.6% | 88.2% | 89.2% | | Realized value as a percentage of original grant value | 120% | 29% | 73% | 74% |
PBRSUs
PBRSUs In March 2025, the Compensation & Human Capital Management Committee granted the 2025-2027 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 2025:
2023-2025 PBRSU payout
2023-2025 PBRSU payout In March 2025, our NEOs received payouts with respect to the PBRSUs granted in March 2023 for the three-year performance period ended January 31, 2026. With a TSR ranking of 17 out of 19 relative to our retail peers, the Compensation & Human Capital Management Committee approved a total payout of 75% of the goal number of shares. This outcome is based on comparing our results to those of the retail peer group approved at the time the PBRSUs were granted. The following table shows the three year history of our PBRSU payouts as a percentage of the goal number of shares as well as the realized value as a percentage of the original grant value, which takes into account stock price changes and dividend equivalents accrued between the grant date and the date the results were approved:
2023-2025 PBRSU payout
| Performance Period | 2021-2023 | 2022-2024 | 2023-2025 | 3-year average | | Grant Price | $179.31 | $216.53 | $163.00 | | | Overall payout as a percentage of goal | 75% | 100% | 75% | 83% | | Realized value as a percentage of original grant value | 75% | 56% | 62% | 64% |
2023-2025 PBRSU payout
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2023-2025 PBRSU payout
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Senior Leadership Performance Awards
| Name | Senior Leadership Performance Award at-goal value | Percent of Fiscal 2025 Annual LTI Grant | | Mr. Cornell(1) | N/A | N/A | | Mr. Lee | $1,500,000 | 28% | | Mr. Fiddelke | $1,500,000 | 18% | | Mr. Gomez(2) | $1,500,000 | 30% | | Ms. Kremer | $1,500,000 | 36% | | Ms. Tu(3) | $1,500,000 | 32% |
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. There is no enhanced benefit for our NEOs. •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. In connection with Mr Gomez’s and Ms. Tu’s departures, they each entered into a transition agreement with Target. Under those agreements, Mr. Gomez and Ms. Tu are eligible for severance under Target’s Income Continuation Plan on account of involuntary termination without cause. 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 58. See Note 2 to the “Table of potential payments upon termination or change-in control” beginning on page 64 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 2025 are provided in the following table. Nordstrom and Walgreens were removed from the retail peer group in Fiscal 2025 following their transitions to private ownership.
Benchmarking using compensation peer groups
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Benchmarking using compensation peer groups
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Compensation Discussion and Analysis
| 2025 peer groups | Retail | Albertsons Companies, Inc. (ACI) | The Home Depot, Inc. (HD) | General industry | 3M Company (MMM) | McDonald’s Corporation (MCD) | | | | Amazon.com, Inc. (AMZN) | Kohl’s Corporation (KSS) | | Abbott Laboratories (ABT) | MetLife, Inc. (MET) | | | | Best Buy Co., Inc. (BBY) | The Kroger Co. (KR) | | Archer-Daniels- Midland Company (ADM) | Mondelez International, Inc. (MDLZ) | | | | BJ’s Wholesale Club Holdings, Inc. (BJ) | Lowe’s Companies, Inc. (LOW) | | The Cigna Group (CI) | NIKE, Inc. (NKE) | | | | Costco Wholesale Corporation (COST) | Macy’s, Inc. (M) | | 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) | Walmart Inc. (WMT) | | Johnson & Johnson (JNJ) | United Parcel Service, Inc. (UPS) | | | | | | | Johnson Controls International plc (JCI) | UnitedHealth Group Incorporated (UNH) | | | | | | | Marriott International, Inc. (MAR) | |
Compensation Discussion and Analysis
| | 2025 peer group comparison(1)(2) | | | | | | | | Retail | | | General industry | | | | | Revenues | Market cap | Employees | Revenues | Market cap | Employees | | 25th Percentile | $21,598 | $12,482 | 88,797 | $36,441 | $75,447 | 71,295 | | Median | $58,269 | $35,673 | 177,600 | $70,986 | $90,116 | 109,000 | | 75th Percentile | $156,416 | $162,221 | 358,250 | $88,821 | $224,329 | 254,360 | | Target Corporation | $104,780 | $47,757 | 415,000 | $104,780 | $47,757 | 415,000 |
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
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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 & former Chief Executive Officer | 2025 | $1,400,000 | $462,000 | $18,555,280 | $787,920 | $0 | $624,888 | $21,830,088 | | | 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 | | Jim Lee EVP & Chief Financial Officer | 2025 | $850,000 | $140,250 | $5,130,567 | $239,190 | $0 | $74,493 | $6,434,500 | | | 2024 | $310,577 | $2,287,117 | $8,527,406 | $170,631 | $0 | $12,134 | $11,307,865 | | Michael J. Fiddelke Former EVP & Chief Operating Officer and current Chief Executive Officer | 2025 | $1,065,385 | $176,423 | $7,853,253 | $300,882 | $18,507 | $183,621 | $9,598,071 | | | 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 | | Richard H. Gomez Former EVP & Chief Commercial Officer | 2025 | $837,019 | $138,346 | $4,828,084 | $235,943 | $0 | $146,321 | $6,185,713 | | | 2024 | $764,423 | $214,421 | $2,628,759 | $419,974 | $0 | $162,478 | $4,190,055 | | Melissa K. Kremer EVP & Chief HR Officer | 2025 | $787,019 | $130,096 | $4,122,104 | $221,873 | $17,502 | $124,337 | $5,402,931 | | Amy Tu Former EVP & Chief Legal & Compliance Officer | 2025 | $285,577 | $0 | $4,525,490 | $0 | $0 | $1,009,043 | $5,820,110 | | | 2024 | $364,904 | $2,652,356 | $7,154,576 | $200,478 | $0 | $161,510 | $10,533,824 |
Summary compensation table
(1)The “Bonus” amount shows actual payouts earned under our STIP for the team scorecard component. Due to her departure, Ms. Tu was not eligible to receive a STIP payout. (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 23 and 21, Share-Based Compensation, in the 2025 Annual Report and the 2024 Annual Report, respectively, for a description of our accounting and the assumptions used. Due to his departure and retirement eligibility, Mr. Gomez is eligible to receive 100% of his PSUs, 50% of his PBRSUs, and pro-rated vesting of his SLPAs based on time served during the performance period with original payout timing. 50% of his PBRSUs were forfeited. Due to her departure, Ms. Tu is eligible to receive 50% vesting of her PBRSUs granted with original payout timing. 100% of her PSUs and SLPAs, and 50% of her PBRSUs were forfeited. (3)Represents the aggregate grant date fair value of PSUs, PBRSUs, and SLPAs that were computed based on the probable outcome of the performance conditions as of the grant date. Actual payments will be based on degree of attainment of the performance conditions and our stock price on the settlement date. The range of payments for the PSUs and SLPAs granted in Fiscal 2025 is as follows:
Summary compensation table
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Summary compensation table
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Grants of plan-based awards in Fiscal 2025
Grants of plan-based awards in Fiscal 2025
Grants of plan-based awards in Fiscal 2025
| | | Estimated possible payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | Grant date fair value of stock awards(3) | | Name | Grant date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | Brian C. | 3/12/25 | $560,000 | $1,876,000 | $3,752,000 | | | | | | Cornell | 3/12/25 | | | | 0 | 101,621 | 203,242 | $11,040,105 | | | 3/12/25 | | | | 50,811 | 67,747 | 84,684 | $7,515,175 | | Jim Lee | 3/12/25 | $170,000 | $569,500 | $1,139,000 | | | | | | | 3/12/25 | | | | 0 | 19,883 | 39,766 | $2,160,089 | | | 3/12/25 | | | | 9,942 | 13,255 | 16,569 | $1,470,377 | | | 3/12/25 | | | | 0 | 13,808 | 27,616 | $1,500,101 | | Michael J. | 3/12/25 | $213,846 | $716,385 | $1,432,769 | | | | | | Fiddelke | 3/12/25 | | | | 0 | 34,794 | 69,588 | $3,780,020 | | | 3/12/25 | | | | 17,397 | 23,196 | 28,995 | $2,573,132 | | | 3/12/25 | | | | 0 | 13,808 | 27,616 | $1,500,101 | | Richard H. | 3/12/25 | $167,692 | $561,769 | $1,123,538 | | | | | | Gomez(4) | 3/12/25 | | | | 0 | 18,226 | 36,452 | $1,980,073 | | | 3/12/25 | | | | 9,114 | 12,151 | 15,189 | $1,347,910 | | | 3/12/25 | | | | 0 | 13,808 | 27,616 | $1,500,101 | | Melissa K. | 3/12/25 | $157,692 | $528,269 | $1,056,538 | | | | | | Kremer | 3/12/25 | | | | 0 | 14,360 | 28,720 | $1,560,070 | | | 3/12/25 | | | | 7,180 | 9,573 | 11,967 | $1,061,933 | | | 3/12/25 | | | | 0 | 13,808 | 27,616 | $1,500,101 | | Amy Tu(5) | 3/12/25 | $165,000 | $552,750 | $1,105,500 | | | | | | | 3/12/25 | | | | 0 | 16,569 | 33,138 | $1,800,056 | | | 3/12/25 | | | | 8,285 | 11,046 | 13,808 | $1,225,333 | | | 3/12/25 | | | | 0 | 13,808 | 27,616 | $1,500,101 |
Grants of plan-based awards in Fiscal 2025
(1)Awards represent potential payments under the financial component of our annual STIP in Fiscal 2025, which are based on specified target levels of Incentive Operating Income and Net Sales, as described on page 42 of the CD&A. The actual payouts earned under the financial component of our annual STIP are reflected in the “Non-equity incentive plan compensation” column of the “Summary compensation table.” 67% of the annual STIP is based on the financial component, and 33% is based on the team scorecard component, as described on page 45. The threshold, goal, and maximum payouts for the team scorecard component as a percentage of goal, which are not included in the table above, are described on page 46. 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. Due to her departure as of June 1, 2025, Ms. Tu was not eligible to receive a STIP payout. (2)Awards represent potential payments under PSUs, PBRSUs, and SLPAs granted in Fiscal 2025. See the CD&A for a more detailed description of the performance measures for those awards. The other terms of the PSUs, PBRSUs, and SLPAs are described in Note 2 to the “Outstanding equity awards at Fiscal 2025 year-end” table on page 61. (3)Grant date fair value for PSUs, PBRSUs, and SLPAs was determined pursuant to FASB ASC Topic 718.
Grants of plan-based awards in Fiscal 2025
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Grants of plan-based awards in Fiscal 2025
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Outstanding equity awards at Fiscal 2025 year-end
Outstanding equity awards at Fiscal 2025 year-end
Outstanding equity awards at Fiscal 2025 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 | 3/13/2024 | | | 99,989 | $10,545,840 | | | 3/12/2025 | | | 177,436 | $18,714,175 | | Jim Lee | 9/30/2024 | 31,798 | $3,353,735 | 10,303 | $1,086,657 | | | 3/12/2025 | | | 49,187 | $5,187,753 | | Michael J. Fiddelke | 3/13/2024 | | | 30,721 | $3,240,144 | | | 3/12/2025 | | | 75,223 | $7,933,770 | | Richard H. Gomez(3) | 3/13/2024 | | | 16,347 | $1,724,118 | | | 3/12/2025 | | | 46,295 | $4,882,734 | | Melissa K. Kremer | 3/13/2024 | | | 14,710 | $1,551,464 | | | 3/12/2025 | | | 39,544 | $4,170,706 | | Amy Tu(4) | 8/30/2024 | | | 4,179 | $440,759 | | | 3/12/2025 | | | 5,788 | $610,460 |
Outstanding equity awards at Fiscal 2025 year-end
(1)Represents shares issuable under outstanding RSUs granted to Mr. Lee as a part of his new hire compensation. Those RSUs vest in one-third increments on each of the first three 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 must generally be continuously employed for three years 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, and vesting of 50% of any outstanding RSUs is accelerated in the event of an involuntary termination without cause. (2)The shares reported in these columns represent potentially issuable shares under outstanding PSUs, PBRSUs, and SLPAs 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 2025 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 2025, actual performance results for all outstanding PSUs, PBRSUs, and SLPAs were below target levels. Based on this performance, the amounts in these columns represent payouts at the target level for all outstanding PSUs, PBRSUs, and SLPAs. Dividend equivalents are accrued (in the form of additional units) on PSUs, PBRSUs, and SLPAs respectively, during the vesting period and are subject to the same performance and other conditions as the underlying PSUs, PBRSUs, and SLPAs. The dividend equivalents are converted to shares if and after the underlying PSUs, PBRSUs, and SLPAs 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, PBRSUs, and SLPAs 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); •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; or
Outstanding equity awards at Fiscal 2025 year-end
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Outstanding equity awards at Fiscal 2025 year-end
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Stock vested in Fiscal 2025
Stock vested in Fiscal 2025
Stock vested in Fiscal 2025
| Name | Stock awards | | | | Number of shares acquired on vesting | Value realized on vesting(1) | | Brian C. Cornell | 79,564 | $9,582,816 | | Jim Lee | 15,548 | $1,379,574 | | Michael J. Fiddelke | 17,628 | $2,123,145 | | Richard H. Gomez | 13,085 | $1,575,978 | | Melissa K. Kremer | 11,375 | $1,370,023 | | Amy Tu(2) | 13,785 | $1,335,491 |
Stock vested in Fiscal 2025
(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. (2)For Ms. Tu, the amounts in this table represent accelerated vesting of 50% of her outstanding RSUs upon her departure in accordance with the terms of the award.
Pension benefits for Fiscal 2025
Pension benefits for Fiscal 2025
Pension benefits for Fiscal 2025
| 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 | 49 | 21 | $182,765 | $0 | | Melissa K. Kremer | Target Corporation Pension Plan | 48 | 21 | $160,297 | $0 |
Pension benefits for Fiscal 2025
(1)Mr. Cornell, Mr. Lee, Mr. Gomez, and Ms. Tu 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 2025
Nonqualified deferred compensation for Fiscal 2025 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 2025
| 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 | $132,497 | $168,686 | $688,314 | $0 | $8,005,585 | | Jim Lee | $61,472 | $37,887 | $6,713 | $0 | $112,695 | | Michael J. Fiddelke | $181,980 | $118,035 | $243,043 | $0 | $2,387,966 | | Richard H. Gomez | $213,740 | $55,638 | $293,760 | $0 | $2,198,073 | | Melissa K. Kremer | $22,214 | $77,762 | $669,060 | $0 | $6,389,879 | | Amy Tu | $14,279 | ($317) | $5,071 | ($33,791) | $0 |
Nonqualified deferred compensation for Fiscal 2025
(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 2025 are vested, other than Mr. Lee. Ms. Tu forfeited her restored match credits as she was not 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 2024.
Nonqualified deferred compensation for Fiscal 2025
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Nonqualified deferred compensation for Fiscal 2025
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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 58, the Fiscal 2025 total annual compensation for our CEO was $21,830,088. We estimate that the Fiscal 2025 total annual compensation for the median Team Member was $27,506. 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 2025 is 794 to 1. The median Team Member’s Fiscal 2025 total annual compensation was calculated in the same manner used to calculate the CEO’s compensation in the “Summary compensation table” on page 58. To determine the median Team Member excluding our CEO, we used W-2 wages or their equivalent for the 2025 calendar year for Team Members employed as of January 31, 2026, the last day of Fiscal 2025. 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, 2025 do not yet have wages for 2025 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 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 January 31, 2026. 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 2021, 2022, 2023, 2024, and 2025.
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: Net Sales(5)(6) | | 2025 | $21,830,088 | $7,813,021 | $6,688,265 | $2,413,969 | $66.89 | $176.65 | $3,705 | $104,780 | | 2024 | $20,407,603 | $18,625,674 | $7,468,427 | $6,880,522 | $139.81 | $229.60 | $4,091 | $106,566 | | 2023 | $19,203,353 | $10,755,085 | $5,314,812 | $3,328,237 | $143.24 | $168.88 | $4,138 | $107,412 | | 2022 | $17,664,896 | ($9,622,361) | $4,809,406 | ($2,251,345) | $160.71 | $123.48 | $2,780 | $109,120 | | 2021 | $19,758,766 | $57,790,597 | $5,783,188 | $16,437,743 | $203.29 | $145.32 | $6,946 | $106,005 |
Pay versus performance table
Note: Net income and Net Sales are in millions. (1)Mr. Cornell is the CEO for each of the years shown. The Non-CEO NEOs include: •2025: Mr. Lee, Mr. Fiddelke, Mr. Gomez, Ms. Kremer, and Ms. Tu •2024: Mr. Lee, Mr. Fiddelke, Ms. Tu, Ms. Hennington, and Mr. Gomez •2022 & 2023: Mr. Fiddelke, Mr. Mulligan, Ms. Hennington, and Mr. Liu •2021: Mr. Fiddelke, Mr. Mulligan, Michael E. McNamara, and Mr. 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
| 68 | TARGET CORPORATION 2026 Proxy Statement |
Pay versus performance table
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