 |  | Filed by the Registrant |   | Filed by a Party other than the Registrant | |
TARGET CORPORATION (NameofRegistrantasSpecifiedInItsCharter) (Nameof Registrant as Specified In Its Charter) (Name of Person(s)FilingProxyStatement,ifotherthantheRegistrant)
Payment of Filing Fee (Check the appropriate box): | | Nofeerequired. | | FeecomputedontablebelowperExchangeActRules14a-6(i)(1)and0-11. | | | Title of each class of securities to which transaction applies: | | | Aggregate number of securities to which transaction applies: | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | | | Proposed maximum aggregate value of transaction: | | | Total fee paid: | | Feepaidpreviouslywithpreliminarymaterials. | | CheckboxifanypartofthefeeisoffsetasprovidedbyExchangeActRule0-11(a)(2)andidentifythefilingforwhichtheoffsettingfeewaspaidpreviously.Identifythepreviousfilingbyregistrationstatementnumber,ortheFormorScheduleandthedateofitsfiling. | | | Amount Previously Paid: | | | Form, Schedule or Registration Statement No.: |
Letter from our Lead Independent Director Dear Fellow Shareholders, 2020 was a year of unique hardships for our country and communities, a year that put business models—and perhaps most significantly, companies' values—to the test. Target's purpose is to help all families discover the joy of everyday life, and the company's heritage of long-term value creation for all stakeholders was on full display last year. While our 2020 financial results certainly stand out, those results were years in the making; they simply wouldn't have been possible without a strong connection to guests and communities, or deep investments made over time. Those investments gave the Target team the capabilities they needed to deliver on their overriding ambition of 2020: taking care of everyone around them in the midst of great economic and social challenges. Target's continued growth and strong shareholder returns are the result of our durable business model. As a business leader and an independent director I also believe they are proof that caring wins. In the face of the devastating COVID-19 pandemic, domestic political uncertainty and widespread activism for racial equity and social justice, my colleagues on the board and I worked to both oversee and support the tireless efforts by management to deliver what was essential for team members, guests, communities, and shareholders. This included: Keeping team members and guests safe Taking care of the more than 350,000 Target team members and ensuring a safe environment for essential shopping and services was management's first priority. Throughout the year, the board supported large incremental investments totaling over $1 billion more than the previous fiscal year. These investments allowed us to: ● Ensureteammembershad(andcontinuetohave)whattheyneedtocareforthemselvesandtheirfamilies—including illness and quarantine pay, paid leave for team members who were most susceptible to COVID-19 infection, backup family care for all team members, premium pay for front-line teams, which management kept in place longer than other retailers, and five rounds of bonuses for front-line team members, including the most recent $500 payout to all hourly team members in January 2021. Importantly, management placed a focus on total well-being for team members, investing not just to prevent COVID-19 transmission but in mental health resources, virtual healthcare, and anti-stress offerings. The company also accelerated our previously announced commitment to institute a $15 per hour minimum starting wage. ● Createasafephysicalshoppingexperienceinthepandemic—including rapidly scaling store-based fulfillment services in anticipation of exploding demand for contactless shopping and instituting dedicated shopping times for vulnerable guests. Advancing racial equity As a Twin Cities business leader, I can tell you that the killing of George Floyd in Minneapolis was a shocking trauma for this community. Coming so soon after the deaths of Ahmaud Arbery and Breonna Taylor, and in the midst of a pandemic which disproportionately harmed Black families and communities of color, Floyd's killing sparked worldwide demands for racial justice. It also caused a redoubling of efforts by leading organizations to address unequal treatment and advancement of racial equity. Building on our longstanding commitment to diversity and inclusion, Target: ● ActedimmediatelyafterGeorgeFloyd'sdeath—contributing $10 million to local and national partnerships addressing unequal treatment and advancement of racial equity and social justice and offering 10,000 hours of pro-bono assistance to Black-, Indigenous-, and People-of-Color-owned businesses. ● Organizedforlong-termpositiveimpact—releasing our most detailed Workforce Diversity Report to date (including demographic information using the categories disclosed in our EEO-1 report) and committing to increase representation of Black team members by 20% across the company. Focusing on future governance In the midst of these urgent challenges, the board also maintained our long-term orientation, our practice of regularly refreshing board composition, and our commitment to diverse director perspectives. Two independent directors, Christine Leahy and Derica Rice, joined the board during fiscal year 2020, complementing the skills and viewpoints of the incumbent directors. Their backgrounds are described in our proxy statement for the 2021 annual meeting of shareholders, and they're welcome additions as the board and management continue to grow the business, deepen guest engagement, invest in the team's well-being, growth and development, and remain focused on being a responsible corporate citizen. | | | | | (3)TARGET CORPORATION  2021 Proxy Statement | Filing Party: | | (4) | Date Filed:3 |
One of our core governance policies is to rotate board leadership positions on a regular basis, and after six years I will reach the end of my term as Lead Independent Director following our 2021 Annual Meeting. It has been an honor to serve in this role, and it is with great confidence that the board has selected Monica C. Lozano to assume the Lead Independent Director position in June 2021. Finally, on behalf of the board I want to recognize our Target team for their unbelievable efforts to position Target for an even brighter future. And I want to thank you as shareholders for your trust, which we do not take lightly. Sincerely, Douglas M. Baker, Jr.
Lead Independent Director | | | | TARGET CORPORATION 2021 Proxy Statement | 4 |
Notice of 20182021 annual meeting of shareholders Wednesday, June 13, 2018
9:00 a.m. Mountain Daylight Time
Le Meridien Denver located at 1475 California Street,
Denver, Colorado 80202
To our shareholders, You are invited to attend Target Corporation’s 20182021 annual meeting of shareholders (Annual(2021 Annual Meeting) to be held at Le Meridien Denver located at 1475 California Street, Denver, Colorado 80202 on Wednesday, June 13, 2018 at 9:00 a.m. Mountain Daylight Time.as follows: Purpose Shareholders will vote on the following items of business: 1.Item | Board’s Recommendation | Electionof12directors(page 21) | FOReach Director Nominee | RatificationofErnst&YoungLLPasourindependentregisteredpublicaccountingfirm(page 62) | FOR | Advisoryapprovalofexecutivecompensation(SayonPay)(page 64) | FOR | Shareholderproposals,ifproperlypresentedatthemeeting(page 65) | AGAINSTeach proposal |
Election of all 12 directors namedDue to continuing uncertainty regarding the COVID-19 pandemic (the Pandemic), we are holding the 2021 Annual Meeting in our proxy statementa virtual-only meeting format as we did last year to our Board of Directors forsupport the coming year;
2.
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm;
3.
Approval, on an advisory basis,health and well-being of our executive compensation (“Sayteam members and shareholders. You will not be able to attend the 2021 Annual Meeting at a physical location. If we are able to safely do so, we intend to resume holding in-person annual meetings beginning in 2022. For more information about the virtual-only meeting format, please see Question 12 “How can I attend the 2021 Annual Meeting?” and Question 13 “How will the 2021 Annual Meeting be conducted?” on Pay”);
4.
The shareholder proposal contained inpage 70 of this proxy statement if properly presented atfor the meeting; and
5.
Transaction of any other business properly brought before the2021 Annual Meeting or any adjournment.(the 2021 Proxy Statement).
You may vote if you were a shareholder as of the record at the close of business on April16,2018. Whether or not you plan to attend the Annual Meeting, wedate. We urge you to read the proxy statement2021 Proxy Statement carefully and to vote in accordance with the recommendations of the Board of Directors’ recommendations. YouDirectors (Board). If voting in advance, you should vote by the deadlines specified in this proxy statement,the 2021 Proxy Statement, and may do so by telephone or Internet, or by signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you do not vote in advance and instead plan to attendvote during the 2021 Annual Meeting, please followyou may do so if you enter the instructions provided in Question 12 “How can I attend16-digit control number found on your proxy card, voter instruction form, or Notice of Internet Availability of Proxy Materials (Internet Availability Notice), as applicable, at the Annual Meeting?” on page 71 oftime you log into the proxy statement.meeting at virtualshareholdermeeting.com/TGT2021. Following the formal business of the 2021 Annual Meeting, our Chairman & Chief Executive Officer will provide prepared remarks, followed by a question and answer session. Shareholders can submit written questions in advance at www.proxyvote.com and attending shareholders will have an opportunity to submit written questions during the 2021 Annual Meeting. Thank you for your continued support. Sincerely,  | Don H. Liu | Corporate Secretary | Approximate Date of Mailing of Proxy Materials or Notice of Internet Availability:Availability Notice:
| | May 4, 2018April 26, 2021
|
| | | | TARGET CORPORATION 2021 Proxy Statement | 5 |
TARGET CORPORATION  Target Corporation 2018 Proxy Statement 3
This page is intentionally left blank. | | | | TARGET CORPORATION 2021 Proxy Statement | 6 |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 4
| | | | TARGET CORPORATION 2021 Proxy Statement | 7 |
Back to Contents This summary highlights information described in other parts of this proxy statement(2021ProxyStatement) and does not contain all information you should consider in voting. Please read the entire proxy2021 statementProxyStatement carefully before voting. The Board of Directors of Target Corporation (Board) solicits the enclosed proxy for the 20182021 annual meeting of shareholders (2021 Annual Meeting of ShareholdersMeeting) and for any adjournment thereof.of the 2021 Annual Meeting. Target 2018 annual meeting of shareholders2021 Annual Meeting
Items of business Item | Board’s Recommendation | Election of 12 directors (page 17)21) | FOR each Director Nominee | Ratification ofErnst&Youngasour independent registered public accounting firm (page 64)62) | FOR | Advisory approval of executive compensation (“Say on Pay”)Pay) (page 66)64) | FOR | Shareholder proposal,proposals, if properly presented (page 67)atthemeeting (page 65) | AGAINSTeach proposal |
Questions and answers about ourthe 2021 Annual Meeting and voting We encourage you to review the “Questions and answers about ourthe 2021 Annual Meeting and voting” beginning on page 6967 for answers to common questions on the rules and procedures surroundingthat apply to the proxy2021 Proxy Statement and the 2021 Annual Meeting process as well as the business to be conducted at ourthe 2021 Annual Meeting. Admission atAttending the 2021 Annual Meeting in the virtual-only meeting format
If you planDue to the continuing uncertainty regarding the COVID-19 pandemic (the Pandemic), we are holding the 2021 Annual Meeting in a virtual-only meeting format as we did last year to support the health and well-being of our team members and shareholders. You will not be able to attend the 2021 Annual Meeting at a physical location. If we are able to safely do so, we intend to resume holding in-person annual meetings beginning in person,2022. The website for the virtual-only 2021 Annual Meeting is virtualshareholdermeeting.com/TGT2021. For more information about the virtual-only meeting format and attending the 2021 Annual Meeting, please see the information in Question 12 “How can I attend the 2021 Annual Meeting?” and Question 13 “How will the 2021 Annual Meeting be conducted?” on page 71. We strongly encourage you to pre-register. If you plan to bring a guest or are attending as an authorized representative of a shareholder you must pre-register by June 8, 2018. AnypersonwhodoesnotpresentidentificationandestablishproofofownershipwillnotbeadmittedtotheAnnualMeeting.70.
Voting If you held shares of Target common stock as of the record date ((April 16,12, 2018)2021), you are entitled to vote aton the Annual Meeting.items of business. | 
| Your vote is important. Thank you for voting. | | | |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 5
| | | | TARGET CORPORATION 2021 Proxy Statement | 8 |
Back to Contents Advance voting methods and deadlines Method |   Internet |   Telephone |   Mail | Instruction | •●
Go to the website identified on proxy card, voter instruction form, or Notice of Internet Availability of Proxy Materials (Internet Availability Notice). •●
Enter Control Numbercontrol number on proxy card, voter instruction form, or Notice of Internet Availability of Proxy MaterialsNotice. •●
Follow instructions on the screenscreen. | •●
Call the toll-free number identified on the enclosed proxy card or voter instruction form or, after viewing the proxy materials on the website provided in your Notice of Internet Availability of Proxy Materials,Notice, call the toll-free number for telephone voting identified on the websitewebsite. •●
Enter Control Numbercontrol number on the proxy card, voter instruction form, or Notice of Internet Availability of Proxy MaterialsNotice. •●
Follow the recorded instructionsinstructions. | •●
Mark your selections on the enclosed proxy card or voter instruction formform. •●
Date and sign your name exactly as it appears on the proxy card or voter instruction formform. •●
Promptly mail the proxy card or voter instruction form in the enclosed postage-paid envelopeenvelope. | Deadline | Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines: •●
Registered Shareholders or Beneficial Owners — 11:59 p.m. Eastern Daylight Time on June 12, 20188, 2021. •●
Participants in the Target 401(k) Plan — 6:00 a.m. Eastern Daylight Time on June 11, 20187, 2021. | Return promptly to ensure proxy card or voter instruction form is received before the date of the 2021 Annual Meeting or, for participants in the Target 401(k) Plan, by 6:00 a.m. Eastern Daylight Time on June 11, 20187, 2021. |
If you received a Notice ofan Internet Availability of Proxy MaterialsNotice and would like to vote by mail, you must follow the instructions on the Internet Availability Notice to request a written copy of the proxy materials, which will include a proxy card or voter instruction form. Any proxy may be revoked at any time prior to its exercise at the 2021 Annual Meeting. Please see the information in Question 3 “What is a proxy and what is a proxy statement?” on page 69.67. Voting at the 2021 Annual Meeting All registered shareholdersIf you plan to vote during the 2021 Annual Meeting, you may vote in persondo so if you enter the 16-digit control number found on your proxy card, voter instruction form, or Internet Availability Notice, as applicable, at the Annual Meeting. Beneficial owners may vote in persontime you log into the meeting at the Annual Meeting if they have a legal proxy.virtualshareholdermeeting.com/TGT2021. Please see the information in Question 6 “How do I vote?” on page 69. In either case, shareholders wishing to attend the Annual Meeting must follow the procedures in Question 12 “How can I attend the Annual Meeting?” on page 71.67.
Notice of internet availability of proxy materials Important Notice Regardingnotice regarding the Availabilityavailability of Proxy Materialsproxy materials for the Shareholders Meetingshareholders meeting to be held on June 13, 2018.9, 2021:
The proxy statement2021 Proxy Statement and our annual report on Form 10-K for fiscal 2020 (2020 Annual Report) are available at www.proxyvote.com.www.proxyvote.com. TARGET CORPORATION Target Corporation 2018 Proxy Statement 6
| | | | TARGET CORPORATION 2021 Proxy Statement | 9 |
Back to Contents General information about corporate governance and the Board of Directors Corporate governance highlights We have the core corporate governance practices listed below. In addition, we regularly evaluate our practices against prevailing best practices and emerging and evolving topics identified through shareholder outreach, current literature, and corporate governance organizations. Practice | Description | More information | Accountability to shareholders | | Board compositionevaluations and accountabilityrefreshment | The Board regularly evaluates its performance in a variety of ways. Those evaluations, changes in business strategy and operations, and anticipated director retirements are used to identify desired characteristics for future Board members. | 22 | Annual elections | All directors are elected annually, which reinforces our Board’s accountability to shareholders. | 21 | Majority voting standard | Our Articles of Incorporation require a “majority voting” standard in uncontested director elections—each director must receive more votes “For” their election than votes “Against” in order to be elected. | 21 | Director resignation
policy | An incumbent director that does not meet the majority voting standard must promptly offer to resign. The Governance Committee will make a recommendation and the Board must act on the offer within 90 days and publicly disclose its decision and rationale. | 21 | Proxy access | Any shareholder or group of up to 20 shareholders owning 3% or more of Target common stock continuously for at least the previous three years may nominate and include in our proxy materials director nominees totaling up to the greater of 20% of the Board or at least two directors. | 72 | No poison pill | We do not have a poison pill. | | 10% special meeting threshold | Shareholders owning 10% or more of Target's outstanding stock have the right to call a special meeting of shareholders. | | Shareholder voting rights are proportionate to economic interests | | Single voting class | Target common stock is the only class of voting shares outstanding. | 67 | One share, one vote | Each share of Target common stock is entitled to one vote. | 67 | Responsiveness to shareholders | | Responses to shareholder proposals | The Board responds to shareholder proposals that receive significant support by either making the proposed changes or explaining why the actions were not taken through the shareholder engagement process, proxy statement disclosure, or other means. | 65 | Understanding opposition to management proposals | As part of its shareholder engagement process, the Board seeks to understand the reasons for, and respond to, significant shareholder opposition to management proposals. | | Availability of independent directors | Target's Lead Independent Director is expected to communicate with major shareholders, as appropriate, and Target also makes other independent directors available, as appropriate, for shareholder engagement. | 12,20 | Strong, independent leadership | | Independence | A majority of our directors must be independent. Currently, all of our directors other than our CEOChief Executive Officer (CEO) are independent, and all of our Committees consist exclusively of independent directors. | 1514,19
| Lead Independent Director | Whenever our CEO is also the Chair of the Board, we require a Lead Independent Director position with specific responsibilities to provide independent oversight of management. Both the Lead Independent Director and the Chair of the Board are elected annually by the independent directors. | 12 | Committee membership and leadership rotations | The Governance Committee reviews and recommends Committee membership. The Board appoints members of its Committees annually, rotates Committee assignments periodically, and seeks to rotate the Lead Independent Director position and Committee Chair assignments every four to six years. | 12,13 |
| | | | TARGET CORPORATION 2021 Proxy Statement | 10 |
Back to Contents Practice | Description | More information | Structures and practices enhance Board effectiveness | | Diversity | The composition of our Board represents broad perspectives, experiences, and knowledge relevant to our business while maintaining a balanced approach to gender and ethnic diversity. | 1721-, 18
| Lead Independent
Director
| Our Corporate Governance Guidelines require a Lead Independent Director position with specific responsibilities to ensure independent oversight of management whenever our CEO is also the Chair of the Board. The Lead Independent Director and the Chair of the Board are elected annually by the independent directors.
| 8
| Management Succession Planning Review
| Our Board regularly reviews management development and succession planning, with more in-depth reviews regularly conducted by the Human Resources & Compensation Committee.
| 1422
| Director Tenure Policiestenure policies | Our director tenure policies include mandatory retirement at age 72 and a maximum term limit of 20 years in order to ensure the Board regularly benefits from a balanced mix of perspectives and experiences.years. In addition, a director is required to submit an offer of resignation for consideration by the Board upon any change in the director’sdirector's principal employment. These policies encourage Board refreshment and provide additional opportunities to maintain a balanced mix of perspectives and experiences. | 1822
| Director Overboarding Policyoverboarding policy | Any director who is not serving as CEO of a public company is expected to serve on no more than five public company boards (including our Board), and any director serving as a CEO of a public company is expected to serve on no more than two outsidepublic company boards (including our Board), and other directors are expected to serve on no more than four public company boards (including our Board). | | Committee Membership and Leadership Rotations
| The Board appoints members of its Committees annually, with the Nominating & Governance Committee reviewing and recommending Committee membership, and assignments rotate periodically. The guideline for rotating Committee Chair assignments and the Lead Independent Director position is four to six years.
| 8,11
| Board Evaluations and Board Refreshment
| The Board regularly evaluates its performance through self-evaluations, corporate governance reviews and periodic charter reviews. Those evaluations, along with assessments of changes in our business strategy or operating environment and the future needs of the Board in light of anticipated director retirements, are used to identify desired backgrounds and skill sets for future Board members.
| 18
| Risk Oversightoversight | We disclose how risk oversight is exercised at the Board and Committee levels and how risk oversight responsibilities are allocated among the Committees. | 1216
| Information security, cybersecurity, and data privacy | We disclose how oversight responsibility for risks related to information security, cybersecurity, and data privacy are shared by the Board, its Committees, and management. | 17 | Capital Allocation
Policies and Prioritiesallocation | We disclose our capital allocation policies and priorities and how they are overseen by the Board and its Committees. | 13
| Shareholder rights
| | | Annual Election of Directors
| All directors are elected annually, which reinforces our Board’s accountability to shareholders.
| 17 | Majority Voting Standard for Director ElectionsEnvironmental, social, and governance issues
| Our Articles of Incorporation mandate that directors be elected under a “majority voting” standardWe disclose how oversight responsibility for environmental, social, and governance issues is allocated among the Board and its Committees, describe how management integrates those priorities in uncontested elections—each director must receive more votes “For” his or her election than votes “Against” in orderour business, and report on the issues according to be elected.the most common reporting frameworks.
| 1718
| Director Resignation
PolicyManagement development and succession planning
| An incumbent director who does not receive a majority vote in an uncontested election must promptly offer to resign. The NominatingOur Board regularly reviews management development and succession planning, with more in-depth reviews regularly conducted by the Human Resources & Governance Committee will make a recommendation on the offer, and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale.Compensation Committee.
| 1719
| Proxy AccessManagement incentive structures are aligned with long-term strategy
| | Performance goals linked to long-term strategy drive incentive awards | We allow each shareholder, or a groupThe Human Resources & Compensation Committee has identified short- and long-term performance goals that align with Target's strategy and has incorporated those goals into executive compensation plans to serve as drivers of up to 20 shareholders, owning 3% or more of Target common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the Board of Directors or at least two directors.incentive awards.
| 7437
| Single Voting ClassCommunicating executive compensation to shareholders
| Target common stock is the only class of voting shares outstanding.The Compensation Discussion & Analysis explains how performance goals drive our executive compensation plans and connect to Target's long-term strategy.
| 6934
| 10% Threshold for Special Meetings
| Shareholders holding 10% or more of Target’s outstanding stock have the right to call a special meeting of shareholders.
| | No Poison Pill
| We do not have a poison pill.
| | Compensation
| | | Follow Leading Practicesleading compensation practices | See “Target’s Executive Compensation Practices.“Target's executive compensation practices.” | 3646
|
TARGET CORPORATION Target Corporation 2018 Proxy Statement 7
For your convenience, we organized the corporate governance highlights listed above to show how our corporate governance practices compare favorably with the corporate governance principles developed by the Investor Stewardship Group (ISG), which includes some of the largest institutional investors and global asset managers and advocates for best practices in corporate governance. ISG's corporate governance principles reflect common corporate governance beliefs featured in its members’ proxy voting guidelines. Our directors Name | Age | Director since | Current or most recent company | Title | Independent | Other public
boards | Douglas M. Baker, Jr. | 62 | 2013 | Ecolab Inc. | Executive Chairman | Yes | 1 | George S. Barrett | 66 | 2018 | Cardinal Health, Inc. | Former Chairman & CEO | Yes | 1 | Brian C. Cornell | 62 | 2014 | Target Corporation | Chairman & CEO | No | 1 | Calvin Darden(1) | 71 | 2003 | Darden Petroleum & Energy Solutions, LLC | Chairman | Yes | 2 | Robert L. Edwards | 65 | 2015 | Safeway Inc. | Former President & CEO | Yes | 0 | Melanie L. Healey | 60 | 2015 | The Procter & Gamble Company | Former Group President, North America | Yes | 3 | Donald R. Knauss | 70 | 2015 | The Clorox Company | Former Chairman & CEO | Yes | 2 | Christine A. Leahy | 56 | 2021 | CDW Corporation | President & CEO | Yes | 1 | Monica C. Lozano | 64 | 2016 | The College Futures Foundation | President & CEO | Yes | 2 | Mary E. Minnick | 61 | 2005 | Digital Media Solutions | Chairman | Yes | 3 | Derica W. Rice | 56 | 2020 | CVS Health Corporation | Former Executive Vice President | Yes | 3 | Kenneth L. Salazar | 66 | 2013 | WilmerHale | Partner | Yes | 0 | Dmitri L. Stockton | 57 | 2018 | General Electric Company | Former Senior Vice President & Special Advisor to the Chairman | Yes | 3 | (1) Mr. Darden will not seek re-election and will leave the Board when his current term ends at the 2021 Annual Meeting. |
| | | | TARGET CORPORATION 2021 Proxy Statement | 11 |
Back to Contents Our directors
Name | Age | Director since | Most recent employer | Title | Independent | Other current public company boards | Roxanne S. Austin | 57 | 2002 | Austin Investment Advisors | President | Yes | 3 | Douglas M. Baker, Jr. | 59 | 2013 | Ecolab Inc. | Chairman & CEO | Yes | 1 | Brian C. Cornell | 59 | 2014 | Target Corporation | Chairman & CEO | No | 1 | Calvin Darden | 68 | 2003 | Darden Putnam Energy & Logistics, LLC | Chairman | Yes | 2 | Henrique De Castro | 52 | 2013 | Yahoo! Inc. | Former COO | Yes | 1 | Robert L. Edwards | 62 | 2015 | AB Acquisition LLC (Albertsons/Safeway) | Former President & CEO | Yes | 1 | Melanie L. Healey | 57 | 2015 | The Procter & Gamble Company | Former Group President, North America | Yes | 3 | Donald R. Knauss | 67 | 2015 | The Clorox Company | Former Executive Chairman | Yes | 2 | Monica C. Lozano | 61 | 2016 | The College Futures Foundation | President & CEO | Yes | 1 | Mary E. Minnick | 58 | 2005 | Lion Capital LLP | Partner | Yes | 0 | Kenneth L. Salazar | 63 | 2013 | WilmerHale | Partner | Yes | 0 | Dmitri L. Stockton | 54 | 2018 | General Electric Company | Former Senior Vice President & Special Advisor to the Chairman | Yes | 2 | |
Board leadership structure We do not have an express policy on whether the roles of ChairChairman of the Board (Chairman) and Chief Executive Officer (CEO)CEO should be combined or separated. Instead, the Board prefers to maintain the flexibility to determine which leadership structure best serves the interests of Target and our shareholders based on the evolving needs of the company. We currently have a combined Chair/Chairman and CEO leadership structure. The Board regularly reevaluates our Board leadership structure as part of the Board evaluation process described under “Board evaluations and refreshment” on page 1822 and also considers shareholder feedback on the topic. As a result of its most recent evaluation, the Board decided to continue having Mr. Cornell serve as both Chairman and CEO to allow him to coordinate the development, articulation, and execution of a unified strategy at the Board and management levels. Where the Chair/Chairman and CEO roles are combined as they are currently, our Corporate Governance Guidelines require that we have a Lead Independent Director position to complement the Chair’sChairman’s role and to serve as the principal liaison between the non-employee directors and the Chair.Chairman. Mr. Baker currently serves as our Lead Independent Director, providing effective, independent leadership of our Board through his clearly defined and robust set of roles and responsibilities. Our Corporate Governance Guidelines require that both the Chairman and Lead Independent Director be elected annually by the independent, non-employee directors, which ensures that the leadership structure is reviewed at least annually. The Board is committed to continuing to seek shareholder feedback on its approach as part of its ongoing shareholder outreach efforts and will continue to reassess its Board leadership structure on a regular basis.  Douglas M. Baker, Jr. | Regular duties: | | | | •●
Has the authority to convene meetings of the Board and executive sessions consisting solely of independent directors at every meeting;meeting. •●
Presides at all meetings of the Board of Directors at which the ChairChairman is not present, including executive sessions of independent directors;directors. •●
ConductsConsults with the Human Resources & Compensation Committee as it conducts the annual performance reviews of the CEO, with input from the other independent directors, and serves as the primary liaison between the CEO and the independent directors;directors.
•●
Provides insights to the Human Resources & Compensation Committee as it annually approves the CEO’s compensation;compensation. | •●
Approves meeting schedules, agendas, and the information furnished to the Board to ensure that the Board has adequate time and information for discussion;discussion. •●
Is expected to engage in consultation and direct communication with major shareholders, as appropriate;appropriate. •●
Coordinates with the CEO to establish minimum expectations for non-employee directors to consistently monitor Target’s operations and those of our competitors; andcompetitors. •●
Consults with the Nominating & Governance Committee regarding Board and Committee composition, Committee Chair selection, the annual performance review of the Board and its Committees, and director succession planning. | Annual election: Elected annually by the independent, non-employee directors. Service: As a guideline, the Lead Independent Director should serve in that capacity for no more than four to six years. | DouglasLead Independent
M. Baker, Jr.Director
(Since 2015)(1) | Lead independent
director
|
(1) TARGET CORPORATION Target Corporation 2018 Proxy Statement 8MonicaLozanowaselectedasLeadIndependentDirectortosucceedMr.Baker,effectiveafterthe2021AnnualMeeting.
Board and shareholder meeting attendance The Board met 7 times during fiscal 2020. All directors attended at least 90% of the aggregate total of meetings of the Board and Board Committees on which the director served during the last fiscal year. In addition to the official meetings, the Board also had a number of informational meetings throughout the year to address current events, including those relating to the Pandemic and racial equity and social justice. Eleven of our thirteen then-serving directors attended our 2020 annual meeting of shareholders (2020 Annual Meeting). The Board has a policy requiring all directors to attend all annual meetings of shareholders, absent extraordinary circumstances. The only directors who did not attend the 2020 Annual Meeting were Roxanne S. Austin and Henrique De Castro, whose terms ended at the 2020 Annual Meeting. | | | | TARGET CORPORATION 2021 Proxy Statement | 12 |
Back to Contents Committees Membership The Board has the following Committees and Committee composition as of the date of this proxy statement. the 2021 Proxy Statement: | | Name | | Audit &
Finance | Governance | Human Resources & Compensation | Infrastructure & Investment | Risk &
Compliance | | | | | Douglas M. Baker, Jr. | | | C | | | ✔ | | | | | George S. Barrett | | | | ✔ | | ✔ | | | | | Calvin Darden(1) | | | ✔ | ✔ | | | | | | | Robert L. Edwards | | C | | | | ✔ | | | | | Melanie L. Healey | | | ✔ | ✔ | | | | | | | Donald R. Knauss | | | | ✔ | ✔ | | | | | | Christine A. Leahy | | ✔ | | | ✔ | | | | | | Monica C. Lozano | | | ✔ | C | | | | | | | Mary E. Minnick | | ✔ | | | C | | | | | | Derica W. Rice | | ✔ | ✔ | | | | | | | | Kenneth L. Salazar | | | | | ✔ | C | | | | | Dmitri L. Stockton | | ✔ | | | ✔ | | | | | | Meetings held in 2020 | | 7 | 5 | 5 | 4 | 3 | | | | | C = Chair | ✔ = Member | | | | | | | | (1) Mr. Darden will leave the Governance Committee and Human Resources & Compensation Committee when his current Board term ends at the 2021 Annual Meeting. | | |
Determining committee composition and leadership The Board appoints members of its Committees annually, with the Governance Committee reviewing and recommending Committee membership, and rotates Committee assignments periodically. The following considerations provide the framework for determining Committee composition and leadership: ● The guideline for rotating Committee Chair assignments is four to six years. ● The Board seeks to have each director serve on two Committees. ● The Board considers a number of factors in deciding Committee composition, including individual director experience and qualifications, prior Committee experience, and increased time commitments for directors serving as a Committee Chair or Lead Independent Director. ● By virtue of the position, the Lead Independent Director is a member of the Governance Committee. ● To enhance risk oversight coordination, the Risk & Compliance Committee must include at least one member from each of the other Committees. | | | | TARGET CORPORATION 2021 Proxy Statement | 13 |
Back to Contents Information about our committees All members of each Committee are independent directors. Each Committee operates under a written charter, a current copy of which is available on our company website, as described in Question 14 “How may I access or receive the proxy materials, other periodic filings, key corporate governance documents, and other information?” on page 73.71.  | | Responsibilities | Committee
members
Mr. Edwards
(Chair)
Mr. De Castro
Ms. Lozano
Ms. Minnick
Mr. Stockton
Number of●
meetings during
fiscal 2017
7
|  | •
Assists the Board in overseeing our financial reporting process, including the integrity of our financial statements and internal controls, the independent auditor’s qualifications and independence, performance of our internal audit function, and approval of transactions with related personspersons. •
●Prepares the “Report of the Audit & Finance Committee” on page 6563 and performs the duties and activities described in that reportreport. •
●Discusses with management our positions with respect to income and other tax obligationsobligations. | •
●Reviews with management our risk assessment and management policies and our major financial, accounting, and compliance risk exposures; conductsexposures. ● Conducts a joint meeting annually with the Risk & Compliance Committee to review legal and regulatory risk and compliance mattersmatters. •
●Assists the Board in overseeing our financial policies and financial condition, including our liquidity position, funding requirements, ability to access the capital markets, interest rate exposures, and policies regarding return of cash to shareholdersshareholders. | Committee members Mr. Edwards (Chair) Ms. Leahy Ms. Minnick Mr. Rice Mr. Stockton Number of meetings during fiscal 2020 7 | Audit &
Finance
Committee(1) | (1) The Board of Directors has determined that all members of the Audit & Finance Committee satisfy the applicable audit committee independence requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). The Board has also determined that all members have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules. The determination for each of Mr. Edwards, Ms. Leahy, and Ms. LozanoMr. Rice was based on experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or actively supervising a person holding one of those positions. For Mr. De Castro, the determination was based on his experience serving as the Chief Operating Officer of Yahoo! Inc. and analyzing financial statements and financial performance of companies for Cantor Fitzgerald’s corporate venture capital arm. For Ms. Minnick, the determination was based on her experience with analyzing the financial statements and financial performance of portfolio companies of Lion Capital. For Mr. Stockton, the determination was based on his financial oversight experiences with General Electric Company. |
 | | Responsibilities ● Oversees our corporate governance practices. ● Leads director succession planning and identifies individuals qualified to become Board members. ● Makes recommendations, in consultation with the Lead Independent Director, on overall composition of the Board and its Committees, and the selection of the Committee Chairs and the Lead Independent Director. | Committee
membe●rs Leads the annual self-evaluation performance review of the Board and its Committees in consultation with the Lead Independent Director.
Ms. Austin● Oversees corporate responsibility efforts and policies and practices regarding public advocacy and political activities.
● Periodically reviews our Committee charters and Corporate Governance Guidelines. | Committee members Mr. Baker (Chair) Mr. Darden Ms. Healey Ms. Lozano Mr. KnaussRice Number of meetings during fiscal 20172020 65
| Governance
Committee |
| | | | TARGET CORPORATION 2021 Proxy Statement | 14 |
Back to Contents  | •
Responsibilities ●Reviews our compensation philosophy, selection, and relative weightings of different compensation elements to balance risk, reward, and retention objectives, and the alignment of incentive compensation performance measures with our strategystrategy. •
●In consultation with the Lead Independent Director, reviews and approves goals and objectives for the CEOCEO. •
●Reviews and approves the composition and value of all executive officer compensationcompensation. | •
●Reviews and approves the compensation provided to non-employee members of the BoardBoard. •
●Prepares the “Human Resources & Compensation Committee Report” on page 3134. •
●Oversees risks associated with our compensation policies and practices, and annually reviews with its compensation consultant whether those policies and practices create material risks to TargetTarget. •
●Oversees management development, evaluation, and succession planning, and team member health and wellness, diversity and inclusion, and pay equity matters. | Committee members Ms. Lozano (Chair) Mr. Barrett Mr. Darden Ms. Healey Mr. Knauss Number of meetings during fiscal 2020 5 | Human Resources
& Compensation
Committee(2)(1) | (2)(1)
The Board of Directors has determined that all members of the Human Resources & Compensation Committee satisfy the applicable compensation committee independence requirements of the NYSE and the SEC. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 9
Back to Contents
| Responsibilities
| Committee
members
Mr. Baker (Chair)
Mr. Darden
Ms. Healey
Ms. Lozano
Number of
meetings during
fiscal 2017
5
|  | •
Oversees our corporate governance practices
•
Leads director succession planning and identifies individuals qualified to become Board members
•
Makes recommendations, in consultation with the Lead Independent Director, on overall composition of the Board, its Committees, and the selection of the Committee Chairs and the Lead Independent Director
| •
Leads the annual self-evaluation performance review of the Board and its Committees in consultation with the Lead Independent Director
•
Oversees policies and practices regarding public advocacy and political activities
•
Periodically reviews our Committee charters and Corporate Governance Guidelines
| Nominating &
Governance
Committee
|
| Responsibilities
 | | CommitteeResponsibilities
members●
Mr. Salazar
(Chair)
Ms. Austin
Mr. Baker
Mr. Edwards
Number of
meetings during
fiscal 2017
4
|  | •
Assists the Board in overseeing management’s identification and evaluation of our principal operational, business and compliance risks, including our risk management framework and the policies, procedures and practices employed to manage risks
| •
Oversees and monitors the effectiveness of our business ethics and compliance program
•
Supports the Audit & Finance Committee in oversight of compliance with legal and regulatory requirements
| Risk &
Compliance
Committee
|
| Responsibilities
| | Committee
members
Ms. Minnick
(Chair)
Mr. De Castro
Mr. Knauss
Mr. Salazar
Mr. Stockton
Number of
meetings during
fiscal 2017
4
|  | •
Assists the Board in overseeing our investment activity, including alignment of investments with our strategy, and evaluating the effectiveness of investment decisionsdecisions. •
●Oversees management’s resource allocation plans regarding infrastructure requirementsrequirements. | •
●Reviews management’s plans for business development, business acquisitions, and other significant business relationships, including alignment of opportunities with our strategic objectives, expected return on investment, and post-acquisition integration and performance of acquired businessesbusinesses. | Committee members Ms. Minnick (Chair) Mr. Knauss Ms. Leahy Mr. Salazar Mr. Stockton Number of meetings during fiscal 2020 4 | Infrastructure & Investment
Committee |
TARGET CORPORATION
 | Responsibilities ● Assists the Board in overseeing management’s identification and evaluation of our principal operating, business, and compliance and ethics risks (including information security, cybersecurity, data privacy, and workplace conduct). ● Oversees our risk management framework and the policies, procedures, and practices employed to manage risks. | ● Oversees and monitors the effectiveness of our business ethics and compliance program. ● Supports the Audit & Finance Committee in oversight of compliance with legal and regulatory requirements. | Committee members Mr. Salazar (Chair) Mr. Baker Mr. Barrett Mr. Edwards Number of meetings during fiscal 2020 3 Target Corporation 2018 Proxy Statement 10 | Risk & Compliance
Committee |
| | | | TARGET CORPORATION 2021 Proxy Statement | 15 |
Back to Contents Committee composition and leadership
The Board appoints members of its Committees annually, with the Nominating & Governance Committee reviewing and recommending Committee membership, and assignments rotate periodically. The following considerations provide the framework for determining Committee composition and leadership:
•
The guideline for rotating Committee Chair assignments is four to six years, and six to twelve months before the date of a director’s anticipated retirement from the Board;
•
The Board seeks to have each director serve on two to three Committees;
•
The Board considers a number of factors in deciding Committee composition, including individual director experience and qualifications, prior Committee experience and increased time commitments for directors serving as a Committee Chair or Lead Independent Director;
•
By virtue of the position, the Lead Independent Director is a member of the Nominating & Governance Committee; and
•
To enhance risk oversight coordination, the Risk & Compliance Committee must include at least one member from each of the other Committees.
In connection with Mr. Rice's departure from the Board in January 2018, Mr. Edwards was added to the Audit & Finance Committee and became its new chair, and Ms. Minnick became the new chair of the Infrastructure & Investment Committee.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 11
Back to Contentsoversight
Risk oversightOverview
A summary of the current allocation of general risk oversight functions among management, the Board and its Committees is as follows:   The primary responsibility for the identification, assessment and management of the various risks that we face belongs with management. At the management level, risks are prioritized and assigned to senior leaders based on the risk’s relationship to the leader’s business area and focus. Those senior leaders develop plans to address the risks and measure the progress of risk management efforts. Our Chief Legal & Risk Officer provides centralized oversight of Target’s enterprise risk management program. Our Chairman & CEO and his direct reports meet regularly with the Chief Legal & Risk Officer to identify, assess, and manage risks facing the business. In addition, the Chief Legal & Risk Officer and other enterprise risk management team members regularly meet with leaders of business areas to inform, coordinate, and manage the enterprise risk management program. The Risk & Compliance Committee currently coordinates the oversight of different risks by the Board and each Committee, and is structured to support that coordination by having at least one director from each Committee included in its membership. The Board’s oversight of the risks occurs as an integral and continuous part of the Board’s oversight of our business and seeks to ensure that management has processes in place processes to deal appropriately with risk. For example, our principal strategic risks are reviewed as part of the Board’s regular discussion and consideration of our strategy, and the alignment of specific initiatives with that strategy. Similarly, at every meeting the Board reviews the principal factors influencing our operating results, including the competitive environment, and discusses with our senior executive officers the major events, activities, and challenges affecting the company. The Board’s ongoing oversight of risk also occurs at the Board Committee level on a more focused basis as detailed above. The Chief Legal & Risk Officer annually presents an overview of the enterprise risk management program to the Board’s Risk & Compliance Committee and provides it with regular updates on the program and status of key risks facing the business. The Risk & Compliance Committee regularly receives updates on key risk areas from members of management with primary responsibility for managing those risk areas. In addition, the Risk & Compliance Committee and Audit & Finance Committee annually conduct a joint meeting to review legal and regulatory risk and compliance matters. TARGET CORPORATION Target Corporation 2018 Proxy Statement 12The following sections provide additional detail about risk oversight of the Pandemic and how risk oversight is currently exercised by the Board and its Committees over some other key areas.
| | | | TARGET CORPORATION 2021 Proxy Statement | 16 |
Back to Contents The PandemicOur capital allocation policy Throughout the Pandemic, management and prioritiesthe Board have increased their level of communications and interactions to address the evolving needs of our guests, our teams, and the communities we serve. In addition, we created a management-level task force to centrally assess, respond, manage and communicate throughout this crisis. The Board has been actively monitoring and overseeing management’s response to this crisis, including: ● Safetyandoperations. Implementing operational changes and increased safety and sanitation measures, ● Teammemberpayandbenefits. Increasing pay for front-line team members and enhancing team member benefits to address specific needs arising from the Pandemic, ● Supplychain. Coordinating our stores, distribution centers, and suppliers so that the items our guests need most move quickly through our supply chain, ● Communication. Creating a dedicated website to communicate with guests, team members, and communities about our response to the Pandemic, store safety and sanitation measures, shopping tips, and frequently asked questions, and ● Emergencysuccessionplanning. Reviewing emergency succession plans in place for key leadership roles. The actions taken by management and the Board as we responded to the Pandemic show how our risk oversight framework is able to adapt and quickly respond to unexpected risks that affect our business. Information security, cybersecurity, and data privacy Securing the information we receive and store about our guests, team members, vendors, and other third parties is important to us. We have systems in place to safely receive and store that information and to detect, contain, and respond to data security incidents. While everyone at Target plays a part in information security, cybersecurity, and data privacy, oversight responsibility is shared by the Board, its Committees, and management: Responsible party | Oversight area for information security, cybersecurity, and data privacy | Board | Oversight of these topics within Target’s overall risks | Risk&ComplianceCommittee | Delegated by the Board with primary oversight responsibility for information security, cybersecurity, and data privacy | Audit&FinanceCommittee | Internal controls designed to mitigate risks related to these topics | Management | Our Chief Information Officer, our Chief Information Security Officer, and senior members of our information security and compliance and ethics teams are responsible for identifying and managing risks related to these topics, and reporting to the Risk & Compliance Committee, Audit & Finance Committee, and/or the full Board |
Management provides regular updates to the Board and/or Committees of the Board on these topics throughout the year and, at least annually, the Chief Information Security Officer provides an information security program review to the Risk & Compliance Committee to inform the Committee in its oversight of these topics. Three capitalCapital allocation priorities
DevelopmentManagement is responsible for developing and execution ofexecuting our capital allocation policy are primarily the responsibility of our management and are overseenwith oversight by the Board and its Committees. Our management follows a disciplined and balanced approach to capital allocation is based on the following priorities, ranked in order of importance:
Priorities | Description | 1. Investing in our Businessbusiness | Fully invest in opportunities to profitably grow our business, create sustainable long-term value, and maintain our current operations and assets | 2. Annual Dividenddividend | Maintain a competitive quarterly dividend and seek to grow it annually | 3. Share Repurchaserepurchase | Return excess cash to shareholders by repurchasing shares within the limits of our credit rating goals |
Dividend and share repurchase philosophy
Our business generates more cash than we currently need to fully invest in the growth and long-term health of our business, so we return excess cash to shareholders through an appropriate balance betweenof dividends and share repurchase. We believe that both dividends and share repurchases serve important purposes. We believe that that: ● our dividend should be competitive reliable and sustainable. We also believe that sustainable, ● share repurchase is the most effective way to return anya necessary component of efficient capital allocation as it returns excess cash to shareholders after we have met our other priorities of fully investing in our business and maintaining a competitive dividend, because it allowsand ● cash returned to shareholders through share repurchase can be redeployed to redeployits most productive use. We use share repurchase to balance the cash as they choose, while providing us with appropriatelevels of debt and equity on our balance sheet to support our credit rating goals, and have flexibility to adjust the level of share repurchase activity to respond to changes in our operating performance, investment opportunities, and investment opportunities.the external environment. For example, at the onset of the Pandemic we temporarily suspended all share repurchase activity for a period from the middle of 2013 through early 2015 in responseactivity. | | | | TARGET CORPORATION 2021 Proxy Statement | 17 |
Back to changes in our operating performance, but we continued to invest in our business and grew our annual dividend during that period. Capital allocation oversightContents
The Board, of Directorsits Committees, and its Committeesmanagement share responsibility for overseeing capital allocation among our three capital allocation priorities: Responsible party | General oversightOversight area
| Description of responsibilities for capital allocation
| BoardofDirectors | All Capital Allocation Priorities
| •
BalancePrimary oversight responsibility over capital allocation policy, balancing the three maincapital allocation priorities appropriately for the growth and long-term health of our business,
•
Review annual and long-term capital and operating plans, including planned share repurchase activities
•
Authorizeauthorizing dividends and share repurchase programs
| Infrastructure & Investment Committee | Investing in Our Business
| •
Monitor the overallOverall level of investments
•
Review in our business and their alignment of investments with our strategies
•
Evaluate and effectiveness of investments in achieving appropriate returns
| Audit & Finance Committee | Annual Dividend and Share Repurchase Priorities
| •
Oversee liquidityLiquidity to support operations and investments,
•
Evaluate capacity for and competitiveness of annual dividends,
•
Monitor execution of share repurchase activity,
•
Review management’s credit rating goals,
•
Provide and recommendations to the full Board on amount of dividends and share repurchase authorization levels
| Human Resources & Compensation Committee | Compensation Effects of All Capital Allocation Priorities | •
Consider effects of ourall capital allocation strategy during compensationpriorities on plan design, and goal-setting process,
•
Receive regular performance updates, and payouts
| RetainManagement
| Identifying, executing on, and monitoring performance of investment opportunities that meet strategic and return criteria, monitoring dividend policy and periodically recommending changes to maintain a competitive dividend level, and executing the share repurchase program within authorized limits and at a pace that ensures liquidity, maintains our ability to use discretion to adjust payouts where extraordinary circumstances occurcapitalize on investment opportunities, and stays within the limits of our credit ratings goals |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 13
Environmental, social, and governance issues Given the breadth of environmental, social, and governance (ESG) issues for a company of Target's size and scale, oversight of those issues occurs within our existing organizational framework for the Board and its Committees. In general: Responsible party | Oversight area for ESG issues | Board | Oversees our strategic approach to sustainable long-term value creation consistent with our declared purpose of helping all families discover the joy of everyday life, approves major strategic initiatives in support of long-term goals, and addresses critical issues as they arise, such as Target's response to the Pandemic and efforts to address inequities and social justice reform | GovernanceCommittee | Addresses ESG topics on a consolidated basis by allocating responsibilities for ESG topics among the Board and its Committees as part of its reviews of our charter documents, and overseeing our overall approach to corporate responsibility, including our materiality assessment process, the establishment of long-term ambitions and goals for ESG matters and reviewing our annual ESG or Corporate Responsibility Report | HumanResources&CompensationCommittee | Oversees matters that impact our team, including training and development, team member health and wellness, diversity and inclusion, and pay equity matters | Risk&ComplianceCommittee | Oversees our principal operating, business and compliance and ethics risks, including environmental matters, responsible and ethical sourcing, cybersecurity and workplace conduct |
At the management level, our ESG-related activities are led and coordinated by our Senior Vice President, Corporate Responsibility, who has regular interactions with the Governance Committee and the full Board. The Senior Vice President, Corporate Responsibility is responsible for: ● conducting regular materiality assessments to determine the topics of most significance to our stakeholders, ● collaborating with other members of management to instill ESG-related priorities into our business operations, including product design and development, sourcing and supply chain operations, and our new store development, and ● developing ESG-related goals and managing our ESG data, measurement, and reporting. We report ESG topics in our annual Corporate Responsibility Report, which has extensive information on specific ESG areas and appendices that organize the information according to the most common reporting frameworks. Our most recent report is available on our website at https://corporate.target.com/corporate-responsibility/goals-reporting. | | | | TARGET CORPORATION 2021 Proxy Statement | 18 |
Back to Contents Board’s role in management evaluationsManagement development and management succession planning
One of the primary responsibilities of the Board is to ensure that Target has a high-performing management team. TheTo meet that goal, the Board, regularly reviews management development and succession planning to maximize the pool of internal candidates who can assume top management positions without undue interruption. In addition, the Human Resources & Compensation Committee, conducts regular reviews of talentand management share responsibility for management development and succession planning with a deeper focus than the full Board review, emphasizing career development of promising management talent.planning: Corporate responsibility and reputation
Target recognizes that environmental, social and governance issues are of increasing importance to many investors. We have a longstanding dedication to improving the communities where we operate, and since 1946 we have donated 5 percent of our profit to those communities. We know that working together with our team members, guests, suppliers and communities creates better outcomes on issues that matter to us all. Corporate responsibility is an enterprise-wide commitment informed by and integrated into our business strategy.
Our Board of Directors monitors and supports corporate responsibility efforts, and we publish an annual Corporate Responsibility Report, in accordance with the Global Reporting Initiative Guidelines as a framework to report on environmental, social and governance performance issues most important to our business stakeholders.
Our most recent report, published in June 2017, covers a variety of environmental, social and governance issues, including responsible sourcing practices, diversity and inclusion, sustainable products, environmental management and policies, stakeholder engagement, and community investment. Through our annual Corporate Responsibility Reports, we set goals and targets and report our progress. A copy of our most recent Corporate Responsibility Report is available on our company website, as described in Question 14 on page 73.
Board and shareholder meeting attendance
The Board of Directors met seven times during fiscal 2017. All directors attended at least 75% of the aggregate total of meetings of the Board and Board Committees on which the director served during the last fiscal year.
Twelve of our thirteen then-serving directors attended our June 2017 Annual Meeting of Shareholders. The Board has a policy requiring all directors to attend all annual meetings of shareholders, absent extraordinary circumstances. The only director who did not attend the June 2017 Annual Meeting of Shareholders was Anne M. Mulcahy, who retired on June 14, 2017, effective as of the conclusion of the meeting.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 14
Back to Contents
Responsible party | Oversight area for management development and succession planning | Board | Oversight of these topics as part of its overall oversight role, including regular reviews of management development and succession planning to maximize the pool of internal candidates who can assume top management positions without undue interruption | HumanResources&CompensationCommittee | Primary responsibilities for organizational talent and development and management succession planning, including regular reviews of executive performance, potential, and succession planning with a deeper focus than the full Board review, emphasizing career development of promising management talent | Management | The Chief Human Resources Officer and senior Human Resources leaders work with functional leaders across the company in developing and implementing programs to attract, assess, and develop management-level talent for possible future senior leadership positions |
Director independence The Board of Directors believes that a majority of its members should be independent directors. The Board annually reviews all relationships that directors have with Target to affirmatively determine whether the directors are independent. If a director has a material relationship with Target, that director is not independent. The listing standards of the NYSE also detail certain relationships that, if present, preclude a finding of independence. The Board also specifically considered each director’s length of service on the Board in making its annual independence determination. Specifically, the Board determined that Ms. Austin, Mr. Darden and Ms. Minnick, each of whom are up for re-election and have served on the Board for more than 12 years, continue to demonstrate the independence of judgment expected of independent directors.
The Board affirmatively determined that all non-employee directors are independent. Mr. Cornell is the only employee director and is not independent. The In making its independence determination, the Board specifically considered the following transactions during fiscal 2020 and concluded that none of the transactionsthem impaired any director’s independence.independence: ● Mr. Baker serves as Executive Chairman of Ecolab Inc., from which we purchased supplies, merchandise, servicing, repairs, and food safety and compliance audits. ● Ms. Leahy serves President & Chief Executive Officer of CDW Corporation, from which we purchased supplies, merchandise, equipment, software, servicing, repairs, and maintenance. ● Mr. Salazar serves as a partner in WilmerHale, which provided legal services to us. Mr. Salazar does not personally provide any of the legal services to Target. In addition, WilmerHale represented to us that: (a) Mr. Salazar's compensation was not affected by the amount of legal services performed by WilmerHale for Target, (b) Mr. Salazar did not receive any of the fees from the Target relationship during each of the last three years, and (c) Mr. Salazar will not receive any of the fees from the Target relationship in the future. Each of the transactions above involved amounts that represented an immaterial percentage of our, and the other entity's, revenues, and were well below the amounts that would preclude a finding of independence under the NYSE listing standards. In addition, none of the above transactions are related-party transactions because none of the directors have a direct or indirect material interest in the listed transactions. In addition to the transactions described above, the Board also considered the following and concluded that none of them impaired any director's independence: Director
● Each director’s length of service on the Board. Specifically, the Board determined that Ms. Minnick, who is up for re-election and has served on the Board for more than 12 years, continues to demonstrate the independence of judgment expected of an independent director. ● The employment of the son of Donald Knauss as a sales representative by a supplier from which we purchased wholesale merchandise during fiscal 2020. The relationship is discussed in more detail under “Policy on transactions with related persons.” | Entity and relationship
| Transactions
| % of entity’s annual
revenues in each of
last 3 years
| DouglasM.Baker,Jr.
| Ecolab Inc.
Chairman & CEO
| We purchase supplies, servicing, repairs and merchandise from Ecolab.
| Less than 0.01%
| MaryE.Minnick
| Each portfolio company of Lion Capital(1)
Partner in Lion Capital
| We purchase merchandise for resale from portfolio companies of Lion Capital.
| Less than 2% of each portfolio company
| KennethL.Salazar
| WilmerHale
Partner
| In fiscal 2017, WilmerHale was engaged to provide legal services.(2)
| Less than 1%
| (1)
Ms. Minnick does not have any direct ownership in any of these portfolio companies and her indirect ownership in each of these portfolio companies is less than 5%.
(2)
WilmerHale represented to us that: (a) Mr. Salazar’s compensation was not affected by the amount of legal services performed by WilmerHale for Target, (b) Mr. Salazar did not receive any of the fees from the Target relationship during each of the last three years and (c) Mr. Salazar will not receive any of the fees from the Target relationship in the future. Mr. Salazar does not personally provide any of the legal services to Target.
|
Policy on transactions with related persons The Board of Directors has adopted a written policy requiring that any transaction: (a) involving Target;Target, (b) in which one of our directors, nominees for director, executive officers, or greater than five percent shareholders, or their immediate family members, have a direct or indirect material interest;interest, and (c) where the amount involved exceeds $120,000 in any fiscal year, be approved or ratified by a majority of independent directors of the full Board or by a designated Committee of the Board. The Board has designated the Audit & Finance Committee as having responsibility for reviewing and approving all such transactions except those dealing with compensation of executive officers and directors, or their immediate family members, in which case it will be reviewed and approved by the Human Resources & Compensation Committee. In determining whether to approve or ratify any such transaction, the independent directors or relevant Committee must consider, in addition to other factors deemed appropriate, whether the transaction is on terms no less favorable to Target than those involving unrelated parties. No director may participate in any review, approval, or ratification of any transaction if hethe director, or she, or his or herthe director's immediate family member, has a direct or indirect material interest in the transaction. | | | | TARGET CORPORATION 2021 Proxy Statement | 19 |
Back to Contents We ratified threetwo related party transactions in accordance with this policy during fiscal 2017. Two2020. One of the transactions dealt with compensation of an immediate family membersmember of one of our former executive officers, Casey Carl. Mr. Carl’s brotherStephanie Lundquist. Ms. Lundquist’s sister joined Target in 2005,2006, has been a team member in merchandisingdata sciences since that time and earned annual compensation of $173,080$143,740 in 2017. Mr. Carl’s sister-in-law joined Target in 2009, has been a team member in merchandising since that time and earned annual compensation of $296,863 in 2017. For each of these immediate family members, the compensation2020, which is commensurate with the immediate family member’s peers. In addition, the son of Mr.Donald Knauss, a non-employee director, is employed as a sales representative by a companysupplier from which we purchase merchandise for resale.Target purchases wholesale merchandise. Mr. Knauss's son is a sales representative and representsrepresented the supplier in its relationship with Target Corporation. Our relationship with this supplier pre-dated Mr. Knauss's son's employment with the supplier.Corporation during fiscal 2020. In fiscal 2017,2020, we purchased approximately $60.5$6.7 million of merchandise from the supplier, which represented less than 0.1%0.01% of our annual revenues. Target's decisions regarding purchases of merchandise from its suppliers are made by team members in the merchandising departments and no member of the Board of Directors has any input or involvement in such decisions. As describedThe transaction involving Mr. Knauss's son did not affect Mr. Knauss's independence and, as indicated above under “Director independence,” the Board affirmatively determined that Mr. Knauss is independent, and the transaction involving Mr. Knauss's son did not affect Mr. Knauss's independence. TARGET CORPORATION Target Corporation 2018 Proxy Statement 15
Back to Contentsindependent.
Business ethics and conduct We are committed to conducting business lawfullyethically and ethically.lawfully. All of our directors and named executive officers, like all Target team members, are required to act at all times with honesty and integrity. Our Business Conduct Guide covers areasCode of professional conduct,Ethics, which applies to all Target team members, including our executive officers and Chief Accounting Officer & Controller, establishes expectations to guide ethical decision-making, including putting ethics into action, working together, maintaining trust, conducting business fairly, safeguarding what's ours, and caring for our world. Included within those topics is how we address conflicts of interest, the protection of corporate opportunitiesfair dealing, required information disclosures and assets, employment policies, confidentiality, vendor standards and intellectual property, and requires strict adherence to allcompliance with laws, rules and regulations, applicable to our business.and prompt reporting. Our Business Conduct GuideCode of Ethics also describes the means by which any employee can provide an anonymous report of an actual or apparent violation of our Business Conduct Guide.Code of Ethics. WeSimilarly, our directors are subject to a separate Code of Ethics contained within our Corporate Governance Guidelines, which is tailored to the unique role fulfilled by members of the Board and addresses conflicts of interest, corporate opportunities, maintaining confidentiality, compliance with laws, fair dealing, and compliance procedures.
On our website we disclose any amendments to, or waivers from, any provision of our Business Conduct Guidethe applicable Code of Ethics involving our directors, our principal executive officer, principal financial officer, principal accounting officer, controllerofficers, Chief Accounting Officer & Controller, or other persons performing similar functions on our website.functions. Communications with directors and shareholder outreach Shareholders and other interested parties seeking to communicate with any individual director or group of directors may send correspondence to Target Board of Directors, c/o Corporate Secretary, 1000 Nicollet Mall, TPS-2670, Minneapolis, Minnesota 55403 or email BoardOfDirectors@target.com, which is managed by the Corporate Secretary. The Corporate Secretary, in turn, has been instructed by the Board to forward all communications, except those that are clearly unrelated to Board or shareholder matters, to the relevant Board members. We regularly engage in outreach efforts with our shareholders, both large and small, relating to our business, compensation practices, and environmental, social, and governance issues. We involve one or more independent directors in these conversations, as appropriate. While we benefit from an ongoing dialogue with many of our shareholders, we recognize that we have not communicated directly with all of our shareholders. If you would like to engage with us, please send correspondence to Target Corporation, Attn: Investor Relations, 1000 Nicollet Mall, TPN-0841, Minneapolis, Minnesota 55403 or email investorrelations@target.com. TARGET CORPORATION Target Corporation 2018 Proxy Statement 16
| | | | TARGET CORPORATION 2021 Proxy Statement | 20 |
Back to Contents Election and nomination process Our election process is backed by sound corporate governance principles: •●
All directors are elected annually;annually. •●
Directors are elected under a “majority voting” standard — standard—each director in an uncontested election must receive more votes “For” his or her election than votes “Against” in order to be elected; andelected. •●
An incumbent director who is not re-elected must promptly offer to resign. The Nominating & Governance 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. The Nominating & Governance Committee is responsible for identifying individuals qualified to become Board members and making recommendations on director nominees to the full Board. The Committee considers the following factors in its efforts to identify potential director candidates: •●
Input from the Board and management and feedback from our shareholders to identify the backgrounds orand skill sets that are desired; anddesired. •●
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. The Nominating &criteria the Board follows in determining the composition of the Board are as follows: ● Directors are to have broad perspective, experience, knowledge, and independent judgment. ● The Board as a whole should consist predominantly of persons with strong business backgrounds that span multiple industries. ● The Board does not have a specific policy regarding consideration of gender, ethnic, or other diversity criteria in identifying director candidates, but understands the value of diversity and inclusion and has a strong history of gender and racial/ethnic diversity on the Board. The Governance Committee has retainedperiodically uses a third-party search firm to assist in identifying director candidates and will also consider recommendations from shareholders. Any shareholder who wisheswants to recommend a candidate for the Governance Committee to consider a candidatenominating for the 2022 annual meeting of shareholders (the 2022 Annual Meeting) should submit a written request and related information to our Corporate Secretary no later than December 31, of2021 in order to allow for sufficient time to consider the calendar year preceding the next annual meeting of shareholders.recommendation. Shareholders may also nominate director candidates directly if they comply with our bylaws, which are described in more detail in Question 18 “How do I submit a proposal or nominate a director candidate for the 2019 annual meeting of shareholders?2022 Annual Meeting?” on page 74 of the proxy statement.72. Determining board composition
The criteria the Board follows in determining the composition of the Board is simple: directors are to have broad perspective, experience, knowledge and independence of judgment. The Board as a whole should consist predominantly of persons with strong business backgrounds that span multiple industries. The Board does not have a specific policy regarding consideration of gender, ethnic or other diversity criteria in identifying director candidates. However, the Board has had a longstanding commitment to, and practice of, maintaining diverse representation on the Board. At least annually the Board seeks input from each of its members with respect to the current composition of the Board in light of changes in our current and future business strategies, as well as our operating environment, as a means to identify any backgrounds or skill sets that may be helpful in maintaining or improving alignment between Board composition and our business. In addition, we seek feedback from our shareholders regarding the backgrounds and skill sets that they would like to see represented on our Board. This input is then used by our Nominating & Governance Committee in its director search process.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 17
| | | | TARGET CORPORATION 2021 Proxy Statement | 21 |
Back to Contents Board evaluations and refreshment Self-evaluation | | The Nominating & Governance Committee, in consultation with the Lead Independent Director, annually leads the performance review of the Board and its Committees. In 2017,The most recent Board self-evaluation, which was administered by the Board self-evaluationCorporate Secretary's Office, involved a survey completed by each director about the Board and the Committees on which the director served, followed by individual interviews.one-on-one conversations between the Lead Independent Director and each director seeking candid feedback. Following completion of the interviews,those conversations the results were discussed by the full Board and each Committee. In 2017, the Board self-evaluation was administered by the Corporate Secretary’s office. The annual self-evaluation has periodically been conducted by a third-party consultant, as appropriate. The self-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. | | | | Corporate governance review
| | Our Nominating & Governance Committee regularly reviews Target's core corporate governance practices In addition, as part of the self-evaluation process the Board evaluates individual director performance through questions in the survey focused on obtaining candid feedback on individual directors and prevailing best practices, emerging practicesthrough the one-on-one conversations between the Lead Independent Director and evolving topics as indicated by shareholder outreach, current literature, and corporate governance organizations.each director.
|
The Board maintains tenure policies (contained in our Corporate Governance Guidelines) as a means of ensuring that the Board regularly benefits from a balanced mix of perspectives and experiences. Our current Board’s composition represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors: (1) Includes those Ourraciallyorethnicallydiversedirectors who indicate they are ethnically or racially diverse. Our ethnically or racially diverse directors are Mr.Darden,Ms.Healey,Ms.Lozano,Mr. De Castro, Ms. Healey, Ms. Lozano, Rice,Mr. Salazar,andMr. Stockton.Stockton.
On March 5, 2018,August 31, 2020, the Board elected Dmitri L. StocktonDerica W. Rice to fill a vacancy on the Board. Mr. StocktonRice was identified as a candidate by an independent director and evaluated by an independent search firm that was retained directly byfamiliar to the Nominating & Governance CommitteeBoard based on his prior service on the Board from 2007 to assist with identifying, screening2018. Mr. Rice brings practical knowledge of executive management of complex, worldwide businesses, and evaluating candidates for the Board. Mr. Stockton brings substantialextensive experience in managinga wide range of financial and accounting matters including management of worldwide financial operations, financial oversight, risk management, consumer banking, asset management, employee benefits, governance, regulatory compliance and the alignment of financial and strategic initiatives to the Board. You can view biographical information about Mr. StocktonRice on page 26.28. On January 1, 2021, the Board elected Christine A. Leahy to fill a vacancy on the Board. Ms. Leahy was identified as a candidate by members of our management team other than the CEO. Ms. Leahy brings significant experience in strategic planning and leadership of complex organizations, technology and digital solutions, and operations and distribution to the Board. You can view biographical information about Ms. Leahy on page 27. TARGET CORPORATION Target Corporation 2018 Proxy Statement 18
| | | | TARGET CORPORATION 2021 Proxy Statement | 22 |
Back to Contents 20182021 nominees for director
After considering the recommendations of the Nominating & Governance Committee, the Board has set the number of directors at 12 and nominated all current directors to stand for re-election.re-election, except for Calvin Darden who will depart the Board at the end of his current term. 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 table below, the specific qualifications of each nominee that were considered by the Board follow each nominee’s biographical description. In addition, the The Board believes that the combination of backgrounds, skills, and experiences has produced a Board that is well-equipped to exercise oversight responsibilities on behalf of Target’s shareholders and other stakeholders. The In addition, the following table describestables describe key characteristics of our business, the desired skills for those business characteristics, what those skills represent, and the skillswhich independent members of our Board collectively possesses.nominated for election at the 2021 Annual Meeting possess those skills, based on the directors self-identifying as having those skills.
Target’s business characteristics | Skills our board collectively possessesDesired skill
| What the skill represents | Target is a large retailer that offers everyday essentials and fashionable, differentiated merchandise at discounted prices in stores and through digital channels. | Retail Industry Experience | Large retail and/or consumer products
company experience. | Target’s scale and complexity requires aligning many areas of our operations, including marketing, merchandising, supply chain, technology, human resources, property development, credit card servicing, and our community and charitable activities. | Senior Leadership | Experience as executive officer level business leader and/or senior government
leader. | Our brand is the cornerstone of our strategy to provide a relevant and affordable differentiated shopping experience for our guests. | Marketing or /Brand Management | Marketing and/or managing well-known brands and/or the types of consumer products and services we sell. | We operate a large network of stores and distribution centers. | Real Estate | Real estate acquisitions and dispositions
and/or property management experience. | We have a large and global workforce, which represents one of our key resources, as well as one of our largest operating expenses. | Workforce Management | Managing a large and/or global workforce. | Our business has become increasingly complex as we have expanded our offerings as well as the channels in which we deliver our shopping experience. This increased complexity requires sophisticated technology infrastructure. | Technology | Leadership and understanding of technology, digital platforms and new media, data security, andand/or data analytics. | Our business involves sourcing merchandise domestically and internationally from numerous vendors and distributing it through our network of distribution centers. | Multi-National Operations or/ Supply Chain Logistics | Executive officer roles at multi-national organizations and/or in global supply chain operations. | We are a large public company committed to disciplined financial and risk management, legal and regulatory compliance, and accurate disclosure. | Finance
or/ Risk Management | Public company management, financial stewardship, and/or enterprise risk management experience. | To be successful, we must preserve, grow, and leverage the value of our reputation with our guests, team members, vendors, the communities in which we operate, and our shareholders. | Public Affairs
or/ CorporateGovernanceReputation | Public sector experience and/orcommunity relations or corporatepubliccompany governance
expertise. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 19
Back to Contents
The following table summarizes the skills that each member of our Board possesses that are relevant to Target’s business characteristics:
| Ms.
AustinDesired skill
| Mr.
Baker | Mr. Darden
| Mr. De
CastroBarrett
| Mr. Edwards | Ms. Healey | Mr. Knauss | Ms. Leahy | Ms. Lozano | Ms. Minnick | Mr. Rice | Mr. Salazar | Mr. Stockton | RetailIndustry Experience | • | | | • | • | • | • | • | • | | | | Senior Leadership | • | • | • | • | • | • | • | • | • | • | • | Marketingor / Brand Management | • | • | | • | • | • | • | • | • | | • | Real
Estate
| | | • | Real Estate | • | | • | | | | | • | • | | | Workforce Management | • | • | • | • | • | • | • | • | • | • | • | Technology | • | | | • | • | | | • | | | | • | | Multi-National Operations or/ Supply Chain Logistics | • | • | • | • | • | • | • | | • | | | | Financeor / RiskManagement | • | • | | • | • | • | • | • | • | • | • | PublicAffairsor CorporateGovernance
/ Reputation | • | • | • | | • | • | • | • | • | • | • |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 20
| | | | TARGET CORPORATION 2021 Proxy Statement | 23 |
Back to Contents 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.  | Background
Currentandpastfiveyears
Roxanne S. Austin is President of Austin Investment Advisors, a private investment and consulting firm, a position she has held since 2004, and chairs the U.S. Mid-Market Investment Advisory Committee of EQT Partners.
Otherexperience
Ms. Austin also previously served as President & Chief Executive Officer of Move Networks, Inc., President & Chief Operating Officer of DIRECTV, Inc., Executive Vice President & Chief Financial Officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP.
Qualifications
Through her extensive management and operating roles, including her financial roles, Ms. Austin provides the Board with financial, operational and risk management expertise, and substantial knowledge of new media technologies.
Other public company boards
| Roxanne
S. Austin
| Age 57
Director since 2002
Independent
| Committees
•
Human Resources & Compensation (Chair)
• Risk & Compliance
| Current
Abbott Laboratories
AbbVie Inc.
Teledyne Technologies Incorporated
| Withinpastfiveyears
LM Ericsson Telephone Company
|
| Background Currentandpastfiveyears
Douglas M. Baker, Jr., is Chairman & Chief Executive OfficerChairman of Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial, and energy markets. He has served in this role since January 2021. He previously served Ecolab as Chairman of the Board of Ecolab since& Chief Executive Officer from May 2006 to December 2020 and Chief Executive Officer sincefrom July 2004. Otherexperience
2004 to April 2006. Mr. Baker previously held various other leadership positions within Ecolab, including President and Chief Operating Officer. Qualifications Mr. Baker provides the Board with valuable global marketing, sales, and general management experience, as well as operational and governance perspectives. His currentrecent role as CEO of a large publicly-held company provides the Board with additional top-level perspective in organizational management. Otherpubliccompanyboards | Douglas M.
Baker, Jr.
| Age 5962 Director since 2013 Lead Independent Director(1) | Committees •●
Nominating & Governance (Chair)
| Current Ecolab Inc. | Within past five years U.S. Bancorp
|
TARGET CORPORATION Target Corporation 2018 Proxy Statement 21
Back to Contents
 | Background
Currentand past five years
U.S. Bancorp |
(1) MonicaLozanowaselectedasLeadIndependentDirectortosucceedMr.Baker,effectiveafterthe2021AnnualMeeting.  | Background George S. Barrett is the former Chairman & Chief Executive Officer of Cardinal Health, Inc., a global integrated healthcare services and products company. He held that position 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. Qualifications Through his services in leadership positions with companies in the healthcare industry for over 30 years, Mr. Barrett provides the Board with extensive experience in the areas of executive leadership, distribution and manufacturing operations, regulatory compliance, finance, strategic planning, human resources, and corporate governance. Otherpubliccompanyboards | George S.
Barrett | Age 66 Director since 2018 Independent | Committees ● Human Resources & Compensation | Current Montes Archimedes Acquisition Corp. | Withinpastfiveyears Cardinal Health, Inc. |
| | | | TARGET CORPORATION 2021 Proxy Statement | 24 |
Back to Contents  | Background Brian C. Cornell has served as Chairman of the Board & Chief Executive Officer of Target Corporation since August 2014. Mr. Cornell previously served as Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc., a multinational food and beverage corporation, from March 2012 to July 2014. Otherexperience
Mr. Cornell previously He also served as Chief Executive Officer & President of Sam’s Club, a division of Wal-Mart Stores, Inc., and as an Executive Vice President of Wal-Mart Stores, Inc.
Qualifications 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, Mr. Cornell provides meaningful leadership experience and retail knowledge. His experience includes time as both a vendor partner and a competitor to Target, and he brings insights from those roles to the company today. Otherpubliccompanyboards | Brian C.
Cornell | Age 5962 Director since 2014 | Committees | Current Yum! Brands, Inc. | Within past five years Polaris Industries Inc.
|
 | Background
Currentand past five years
Calvin Darden is Chairman of Darden Putnam Energy & Logistics, LLC, a company that sells fuel products, a position he has held on a full-time basis since February 2015. From November 2009 to February 2015, he was Chairman of Darden Development Group, LLC, a real estate development company.
Otherexperience
Mr. Darden had a 33-year career with the United Parcel Service of America, Inc., an express carrier and package delivery company, and served in a variety of senior management positions, ending as Senior Vice President of U.S. Operations.
Qualifications
Mr. Darden provides the Board with significant experience in supply chain networks, logistics, customer service and management of a large-scale workforce obtained over his career in the delivery industry, and more recently has developed expertise in community relations and real estate development.
Other public company boards
| Calvin Darden
| Age 68
Director since 2003
Independent
| Committees
•
Human Resources & Compensation
• Nominating & Governance
| Current
Aramark
Cardinal Health, Inc.
| Within past five years
Coca-Cola Enterprises, Inc.
|
TARGET CORPORATION Target Corporation 2018 Proxy Statement 22
Back to Contents
 | Background
Currentandpastfiveyears
Henrique De Castro has served as an Advisor at Cantor Fitzgerald since January 2017, where he leads the corporate venture capital arm of the firm, Cantor Ventures. He previously served as the Chief Operating Officer of Yahoo! Inc., a digital media company that delivers personalized digital content and experiences worldwide by offering online properties and services to users, from November 2012 to January 2014.
Otherexperience
Mr. De Castro held senior positions at Google Inc., a company that builds technology products and provides services to organize information, including President of Partner Business Worldwide, where he was responsible for approximately one third of Google's revenues, and President of Media, Mobile & Platforms Worldwide, where he built and scaled the business globally to over 50 countries. Before Google, Mr. De Castro held senior executive roles at Dell Technologies and McKinsey & Company.
Qualifications
Mr. De Castro provides the Board with valuable insight into media, technology, internet and start-up businesses across the globe along with global perspectives on leading strategy, revenue generation, operations and partnerships in the technology, internet, media and retail industries.
Other public company boards
| Henrique
De Castro
| Age 52
Director since 2013
Independent
| Committees
•
Infrastructure & Investment
| Current
First Data Corporation
| Within past five years
None |
 | Background Currentandpastfiveyears
Robert L. Edwards is the former President & Chief Executive Officer of Safeway Inc., a United States food and drug retail company. He also served as President & Chief Executive Officer of AB Acquisition LLC, a North American food and drug retail company a position he held from January 2015 to April 2015 due to Albertsons’ acquisition of Safeway Inc. Mr. Edwards previously held several other executive level positions with Safeway Inc., a United States food and drug retail company, including President & Chief Executive Officer from May 2013 to April 2015, and President & Chief Financial Officer from April 2012 to May 2013. Otherexperience
Mr. Edwards previously served asand Executive Vice President & Chief Financial Officer of Safeway.Officer. He also held executive positions at Maxtor Corporation and Imation Corporation.
Qualifications Mr. Edwards provides the Board with substantial food and drug retail expertise and perspectives. In addition, his prior experiences as a CEO of a large publicly-held company and as CFO of multiple public companies provide the Board with extensive public company accounting and financial reporting expertise and a top-level perspective in organizational management. Otherpubliccompanyboards | Robert L.
Edwards | Age 6265 Director since 2015 Independent | Committees •●
Audit & Finance (Chair) | Current Blackhawk Network Holdings, Inc.None
| Within past five years KKR Financial Holdings LLC
Safeway Inc.
|
TARGET CORPORATION Target Corporation 2018 Proxy Statement 23
Back to Contents
 | Background
Currentand past five years
Blackhawk Network Holdings, Inc. |
| | | | TARGET CORPORATION 2021 Proxy Statement | 25 |
Back to Contents  | Background Melanie L. Healey is the former Group President, North America, of The Procter & Gamble Company, one of the world’s leading providers of branded consumer packaged goods, a position she held from January 2009 to December 2014.goods. Ms. Healey also served as Group President & Advisor to the Chairman & Chief Executive Officer of The Procter & Gamble Company from January 2015 to July 2015. Otherexperience
Company. Ms. Healey held a number of other leadership roles at Procter & Gamble, including Group President, Global Health, Feminine and Adult Care Sector. Prior to working at Procter & Gamble, Ms. Healey served in a variety of marketing leadership roles for Johnson & Johnson and S.C. Johnson & Sons. Qualifications Ms. Healey provides the Board with valuable strategic, branding, distribution, and operating experience on a global scale obtained over her more than 30-year career in the consumer goods industry at three multinational companies. Her deep experience in marketing, including her 18 years outside the United States, provides the Board with strategic and operational leadership and critical insights into brand building and consumer marketing trends globally. Otherpubliccompanyboards | Melanie L. Healey | Age 5760 Director since 2015 Independent | Committees ● Human Resources & Compensation • Nominating & Governance
| Current Hilton Worldwide Holdings Inc. PPG Industries, Inc. Verizon Communications Inc. | Within past five years None
|
 | Background
Currentand past five years
None |
 | Background Donald R. Knauss is the former Chairman & Chief Executive ChairmanOfficer of The Clorox Company, a leading multinational manufacturer and marketer of consumer and professional products, a position he held from November 2014 to June 2015. Mr. Knauss previouslyproducts. He also served as Chairman & Chief Executive OfficerChairman of The Clorox Company from October 2006 until November 2014. Otherexperience
Company. Mr. Knauss previously served as Executive Vice President and Chief Operating Officer of Coca-Cola North America and in various other senior management roles for its subsidiary businesses, and held various marketing and sales positions with PepsiCo, Inc. and The Procter & Gamble Company. Mr. Knauss also served as an Officer in the United States Marine Corps. Qualifications Mr. Knauss possesses substantial senior management level experience in a variety of areas, including branded consumer products and consumer dynamics, manufacturing and supply chain, the retail environment, and sales and distribution, which strengthens the Board’s collective knowledge, capabilities, and experience. Otherpubliccompanyboards | Donald R. Knauss | Age 6770 Director since 2015 Independent | Committees •●
Human Resources & Compensation ● Infrastructure & Investment • Human Resources & Compensation
| Current Kellogg Company McKesson Corporation | Within past five years The Clorox Company
URS Corporation
|
TARGET CORPORATION Target Corporation 2018 Proxy Statement 24
Back to Contents
 | Background
Currentand past five years
None |
| | | | TARGET CORPORATION 2021 Proxy Statement | 26 |
Back to Contents  | Background Christine A. Leahy is the President and Chief Executive Officer of CDW Corporation, a multi-brand technology solutions provider to business, government, education, and healthcare customers. She has served in this role since January 2019. She previously served CDW Corporation as Chief Revenue Officer from July 2017 to December 2018, Senior Vice President–International from May 2016 to July 2017, and Chief Legal Officer/General Counsel and Corporate Secretary from January 2002 to July 2017. Before joining CDW Corporation, she was a corporate partner in the Chicago office of Sidley Austin. Qualifications Ms. Leahy provides the Board significant experience in strategic planning and leadership of complex organizations, technology and digital solutions, and operations and distribution. Otherpubliccompanyboards | Christine A. Leahy | Age 56 Director since 2021 Independent | Committees ● Infrastructure & Investment | Current CDW Corporation | Withinpastfiveyears None |
 | Background Monica C. Lozano is President and Chief Executive Officer of The College Futures Foundation, a position she has held since December 2017. She also serves as the co-founder and Chair ofco-founded The Aspen Institute Latinos and Society program, a position she has held sinceProgram and served as Chair of its Advisory Board from January 2015.2015 to October 2019. Ms. Lozano previously served as Chairman of U.S. Hispanic Media, Inc., a leading Hispanic news and information company, from June 2014 to January 2016.company. Ms. Lozano alsopreviously served asin the roles of Chair and Chief Executive Officer of ImpreMedia, LLC, a wholly owned subsidiary of U.S. Hispanic Media, Inc., from July 2012 to May 2014, and as Chief Executive Officer from May 2010 to May 2014. Otherexperience
Ms. Lozano also served as Chief Executive Officer and Publisher of La Opinion, a subsidiary of ImpreMedia, LLC, and in several management-level roles with the company. Qualifications Ms. Lozano possesses substantial senior management experience in areas such as operations, strategic planning and marketing, including multi-media content. She also has a deep understanding of issues that are important to Hispanics, a growing U.S. demographic. Ms. Lozano has board-level experience overseeing large organizations with diversified operations on matters such as governance, risk management, and financial reporting. Otherpubliccompanyboards | Monica C. Lozano | Age 6164 Director since 2016 Independent(1) | Committees •●
AuditHuman Resources & FinanceCompensation (Chair)
•●
Nominating & Governance
| Current Apple Inc. Bank of America Corporation | Within past five years The Walt Disney Company
|
 | Background
Currentand past five years
The Walt Disney Company |
(1) MonicaLozanowaselectedasLeadIndependentDirectortosucceedMr.Baker,effectiveafterthe2021AnnualMeeting. | | | | TARGET CORPORATION 2021 Proxy Statement | 27 |
Back to Contents  | Background Mary E. Minnick is Chairman of Digital Media Solutions, a publicly traded, leading global adtech company leveraging proprietary technology to connect consumers with advertisers, a position she has held since July 2020. Previously, she served as a Partner of Lion Capital LLP, a consumer-focused private investment firm, a position she has held since May 2007. Otherexperience
from 2007 to 2018. Ms. Minnick had a 23-year career with The Coca-Cola Company, a manufacturer, marketer and distributor of nonalcoholic beverage concentrates and syrups, and served in a variety of senior management positions, including Chief Operating Officer of the Asian region, Division President roles in the Japan, South Pacific and Asian regions, and ending as the company’s Chief Marketing Officer and Global President of Strategy and Innovation. Qualifications Ms. Minnick provides the Board with substantial expertise in operations management, building brand awareness, product development, marketing, distribution, and sales on a global scale obtained over her career with The Coca-Cola Company. Her current position as Chairman of Digital Media Solutions provides the Board with additional insights into digital marketing and public company governance. Her previous position with Lion Capital provides the Board with additional insights into the retail business and consumer marketing trends outside the United States. Otherpubliccompanyboards | Mary E. Minnick | Age 5861 Director since 2005 Independent | Committees •●
Infrastructure & Investment (Chair) | Current NoneDigital Media Solutions, Inc.
Leo Holdings Corp. II Leo Holdings III Corp | Within past five years Heineken NV
The WhiteWave Foods Company
|
TARGET CORPORATION Target Corporation 2018 Proxy Statement 25
Back to Contents
 | Background
Currentand past five years
Glanbia plc Heineken NV The WhiteWave Foods Company |
 | 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 Executive Vice President, Global Services from January 2010 through December 2017 and Chief Financial Officer from May 2006 through December 2017. He also previously served on Target Corporation’s board of directors from September 2007 to January 2018. Qualifications Mr. Rice’s career has provided him with practical knowledge of executive management of complex, worldwide businesses, and extensive experience in a wide range of financial and accounting matters including management of worldwide financial operations, financial oversight, risk management, and the alignment of financial and strategic initiatives. Otherpubliccompanyboards | Derica W. Rice | Age 56 Director since 2020 Independent | Committees | Current Bristol-Myers Squibb The Carlyle Group Inc. The Walt Disney Company | Withinpastfiveyears Target Corporation |
| | | | TARGET CORPORATION 2021 Proxy Statement | 28 |
Back to Contents  | Background Kenneth L. Salazar is a Partner at WilmerHale, a full service business law firm, a position he has held since June 2013. Mr. Salazar previously served as the U.S. Secretary of the Interior from 2009 to 2013. Otherexperience
Mr. Salazar previouslyInterior. He also served Colorado as a U.S. Senator from Colorado and as Attorney General of Colorado.General. Mr. Salazar also serves on the Mayo Clinic Board of Trustees and is a member of its Audit & Compliance Committee, Finance & Investment Committee, and Information Management and& Technology OversightGovernance Committee. Mr. Salazar and his family are farmers and ranchers in Colorado.
Qualifications Mr. Salazar has substantial public policy and executive level management experience at both the state and federal levels. Mr. Salazar provides the Board with additional insights on public policy issues, government regulation, and leadership on matters involving multiple stakeholder stewardship. Otherpubliccompanyboards | Kenneth L.
Salazar | Age 6366 Director since 2013 Independent | Committees •●
Risk & Compliance (Chair) ● •Infrastructure & Investment
| Current None | Within past five years None
|
 | Background
Currentand past five years
None |
 | 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. He held that position from July 2016 to March 2017. He served as Chairman, President, & Chief Executive Officer of GE Asset Management Incorporated, a global asset management company, and Senior Vice President of General Electric Company from May 2011 to December 2016. Otherexperience
Mr. Stockton previously served as 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. Qualifications Mr. Stockton’s 30 year career with General Electric Company has provided him with substantial experience in managing worldwide financial operations. His expertise gives the Board additional skills in the areas of leadership, financial oversight, risk management, consumer banking, asset management, employee benefits, governance, regulatory compliance, and the alignment of financial and strategic initiatives. Otherpubliccompanyboards | Dmitri L. Stockton | Age 5457 Director since 2018 Independent | Committees •●
Infrastructure & Investment | Current Deere & Company Ryder System, Inc. Stanley Black & Decker, Inc. | Withinpastfiveyears Synchrony FinancialNone
|
| The Board of Directors recommends that shareholders vote For each of the nominees named above for election to our Board of Directors.Board. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 26
| | | | TARGET CORPORATION 2021 Proxy Statement | 29 |
Back to Contents Stock ownership information Stock ownership guidelines Stock ownership that must be disclosed in this proxy statementthe 2021 Proxy Statement includes shares directly or indirectly owned and shares issuable or options exercisable that the person has the right to acquire within 60 days. Our stock ownership guidelines vary from the SEC's required ownership disclosure in that they do not include any options, but do include share equivalents held under deferred compensation arrangements as well as unvested restricted stock units (RSUs) and performance-based RSUs (PBRSUs) at the minimum share payout. Further, our stock ownership guidelines do not include shares that are subject to a mandatory post-exercise holding period (while the shares are subject to that holding period). We believe our stock ownership guidelines for our directors and executive officers are aligned with shareholders’ interests because the guidelines reflect equity that has economic exposure to both upside and downside risk. | Ownership guidelines
by position | | Directors Fixed value of $500,000 | | CEO 7x base salary | | Other NEOs 3x base salary | |
Equity
used to
meet
stock
ownership
guidelines | | Yes | •●
Outstanding shares that the person beneficially owns or is deemed to beneficially own, directly or indirectly, under the federal securities lawslaws. •●
RSUs and PBRSUs (at their minimum share payout, which is 75% of the at-goal payout level), and RSUs, whether vested or unvestedunvested.
•●
Deferred compensation amounts that are indexed to Target common stock, but ultimately paid in cashcash. | | No | •●
Options, regardless of when they are exercisableexercisable.
•●
Performance Share Units (PSUs) because their minimum share payout is 0% of the at-goal payout levellevel. ● Shares that are subject to a mandatory post-exercise holding period (while the shares are subject to that holding period). |
All directors and executive officers are expected to achieve the required levels of ownership under our stock ownership guidelines within five yearsbefore the end of the fifth full fiscal year occurring after their election or appointment.appointment (the Compliance Date). If a director or executive officer has not satisfied the ownership guideline amounts within those first five years or goes belowon the required amounts after that time period, he or sheCompliance Date, they must retain all shares acquired on the vesting of equity awards or the exercise of stock options (in all cases net of exercise costs and taxes) until compliancethe required level of ownership is achieved. In addition, if an executive officer is below the ownership guideline amounts duringbefore the first five years after becoming an executive officer, he or sheCompliance Date, they must retain at least 50% of all shares acquired on the vesting of equity awards or the exercise of stock options (in all cases net of exercise costs and taxes) until compliancethe required level of ownership is achieved. TARGET CORPORATION Target Corporation 2018 Proxy Statement 27
| | | | TARGET CORPORATION 2021 Proxy Statement | 30 |
Back to Contents The following table shows the holdings of our current directors and NEOsnamed executive officers (NEOs) recognized for purposes of our stock ownership guidelines as of April 9, 20186, 2021 and the respective ownership guidelines calculations. | | Shares directly or indirectly owned | | RSUs & PBRSUs | | Share
equivalents | Total stock ownership for guidelines
(# of shares)(1) | Stock
ownership guidelines calculation | | RSUs & PBRSUs | | Share equivalents | | Other
shares held (not subject to post- exercise holding period)(1) | Total stock ownership for guidelines
(# of shares)(1) | Stock
ownership guidelines calculation | Directors | | | | | | | | | Total value(2) | | | | | | | Total value(2) | Roxanne S. Austin | | 10,000 | | 28,951 | | 0 | | 38,951 | $ | 2,784,217 | | Douglas M. Baker, Jr. | | 0 | | 17,544 | | 0 | | 17,544 | $ | 1,254,045 | | 27,691 | | 0 | | 0 | | 27,691 | $ | 5,688,562 | George S. Barrett | | | 9,518 | | 0 | | 0 | | 9,518 | $ | 1,955,283 | Calvin Darden | | 0 | | 28,951 | | 836 | | 29,787 | $ | 2,129,151 | | 36,497 | | 898 | | 0 | | 37,395 | $ | 7,682,018 | Henrique De Castro | | 0 | | 18,509 | | 0 | | 18,509 | $ | 1,323,023 | | Robert L. Edwards | | 10,000 | | 9,314 | | 0 | | 19,314 | $ | 1,380,565 | | 15,268 | | 0 | | 10,000 | | 25,268 | $ | 5,190,805 | Melanie L. Healey(3) | | 0 | | 8,752 | | 0 | | 8,752 | $ | 625,593 | | Melanie L. Healey | | | 14,665 | | 0 | | 0 | | 14,665 | $ | 3,012,631 | Donald R. Knauss | | 10,412 | | 9,314 | | 0 | | 19,726 | $ | 1,410,043 | | 15,268 | | 0 | | 11,228 | | 26,496 | $ | 5,443,169 | Christine A. Leahy(3) | | | 1,376 | | 0 | | 0 | | 1,376 | $ | 282,672 | Monica C. Lozano(3) | | 0 | | 7,595 | | 0 | | 7,595 | $ | 542,891 | | 13,408 | | 0 | | 0 | | 13,408 | $ | 2,754,405 | Mary E. Minnick | | 886 | | 65,854 | | 478 | | 67,218 | $ | 4,804,738 | | 77,045 | | 513 | | 886 | | 78,444 | $ | 16,114,850 | Derica W. Rice | | | 2,583 | | 0 | | 0 | | 2,583 | $ | 530,626 | Kenneth L. Salazar | | 0 | | 14,902 | | 0 | | 14,902 | $ | 1,065,195 | | 21,308 | | 0 | | 0 | | 21,308 | $ | 4,377,302 | Dmitri L. Stockton(3) | | 0 | | 3,031 | | 0 | | 3,031 | $ | 216,656 | | Dmitri L. Stockton | | | 10,228 | | 0 | | 0 | | 10,228 | $ | 2,101,138 | Current named executive officers | | | | | | | | | Multiple of base salary(2) | | | | | | | Multiple of base salary(2) | Brian C. Cornell | | 235,852 | | 94,155 | | 8,838 | | 338,844 | | 17.3 | | 99,340 | | 9,495 | | 214,306 | | 323,141 | | 47.4 | Cathy R. Smith | | 30,690 | | 31,854 | | 0 | | 62,544 | | 5.6 | | Michael J. Fiddelke | | | 12,741 | | 0 | | 12,595 | | 25,336 | | 7.2 | John J. Mulligan | | 99,294 | | 49,003 | | 0 | | 148,297 | | 10.6 | | 43,205 | | 0 | | 207,342 | | 250,547 | | 51.5 | Michael E. McNamara | | 37,463 | | 31,854 | | 0 | | 69,317 | | 6.8 | | 28,952 | | 0 | | 73,181 | | 102,133 | | 28.9 | Janna A. Potts | | 10,970 | | 16,803 | | 9,829 | | 37,602 | | 3.8 | | (1) The “Total stock ownership for guidelines” calculation, like the required disclosure of “Total shares beneficially owned” on page 29, starts with “Shares directly or indirectly owned” but differs by (a) excluding all options, regardless of whether they can be converted into common stock on or before June 8, 2018 and (b) including (i) share equivalents that are held under deferred compensation arrangements and (ii) RSUs and PBRSUs (at their minimum share payout, which is 75% of the at-goal payout level), whether vested or unvested, even if they will be converted into common stock more than 60 days from April 9, 2018. (2) Based on closing stock price of $71.48 as of April 9, 2018. (3) Mr. Stockton joined the Board on March 5, 2018. He currently complies with our stock ownership guidelines because he has five years from that date to meet the required $500,000 stock ownership level. | | Don H. Liu | | | 21,604 | | 0 | | 39,718 | | 61,322 | | 19.4 | (1) The “Total stock ownership for guidelines” calculation, like the required disclosure of “Total shares beneficially owned” on page 32, includes “Other shares held” but differs by (a) excluding (i) all options, regardless of whether they can be converted into common stock on or before June 5, 2021 and (ii) shares that are subject to a mandatory post-exercise holding period (while the shares are subject to that holding period) and (b) including (i) share equivalents that are held under deferred compensation arrangements and (ii) RSUs and PBRSUs (at their minimum share payout, which is 75% of the at-goal payout level), whether vested or unvested, even if they will be converted into common stock more than 60 days from April 6, 2021. (2) Based on closing stock price of $205.43 as of April 6, 2021. (3) Ms. Leahy joined the Board on January 1, 2021. She currently complies with our stock ownership guidelines because she has five years from the start of fiscal 2021 to meet the required $500,000 stock ownership level. | | (1) The “Total stock ownership for guidelines” calculation, like the required disclosure of “Total shares beneficially owned” on page 32, includes “Other shares held” but differs by (a) excluding (i) all options, regardless of whether they can be converted into common stock on or before June 5, 2021 and (ii) shares that are subject to a mandatory post-exercise holding period (while the shares are subject to that holding period) and (b) including (i) share equivalents that are held under deferred compensation arrangements and (ii) RSUs and PBRSUs (at their minimum share payout, which is 75% of the at-goal payout level), whether vested or unvested, even if they will be converted into common stock more than 60 days from April 6, 2021. (2) Based on closing stock price of $205.43 as of April 6, 2021. (3) Ms. Leahy joined the Board on January 1, 2021. She currently complies with our stock ownership guidelines because she has five years from the start of fiscal 2021 to meet the required $500,000 stock ownership level. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 28
| | | | TARGET CORPORATION 2021 Proxy Statement | 31 |
Back to Contents Beneficial ownership of directors and officers The following table includes information about the shares of Target common stock (our only outstanding class of equity securities) which are beneficially owned on April 9, 20186, 2021 or which the person has the right to acquire within 60 days of April 9, 2018that date for each director, named executive officer in the “Summary compensation table” on page 49,50, and all current Target directors and executive officers as a group. Directors | | Shares
directly or indirectly owned | | Shares
issuable
within
60 days(1) | | Stock options exercisable
within
60 days | | Total shares beneficially owned(2) | | Shares
issuable
within
60 days(1) | | Stock options
exercisable
within
60 days | | Other
shares held | | Total shares beneficially owned(2) | Roxanne S. Austin | | 10,000 | | 27,048 | | 15,687 | | 52,735 | | Douglas M. Baker, Jr. | | 0 | | 14,108 | | 5,570 | | 19,678 | | 26,938 | | 5,570 | | 0 | | 32,508 | George S. Barrett | | | 8,284 | | 0 | | 0 | | 8,284 | Calvin Darden | | 0 | | 27,048 | | 0 | | 27,048 | | 35,744 | | 0 | | 0 | | 35,744 | Henrique De Castro | | 0 | | 16,606 | | 5,570 | | 22,176 | | Robert L. Edwards | | 10,000 | | 7,411 | | 0 | | 17,411 | | 14,515 | | 0 | | 10,000 | | 24,515 | Melanie L. Healey | | 0 | | 6,849 | | 0 | | 6,849 | | 13,912 | | 0 | | 0 | | 13,912 | Donald R. Knauss | | 10,412 | | 7,411 | | 0 | | 17,823 | | 14,515 | | 0 | | 11,228 | | 25,743 | Christine A. Leahy | | | 623 | | 0 | | 0 | | 623 | Monica C. Lozano | | 0 | | 5,692 | | 0 | | 5,692 | | 12,655 | | 0 | | 0 | | 12,655 | Mary E. Minnick | | 886 | | 63,951 | | 0 | | 64,837 | | 75,738 | | 0 | | 886 | | 76,624 | Derica W. Rice | | | 1,349 | | 0 | | 0 | | 1,349 | Kenneth L. Salazar | | 0 | | 12,999 | | 3,601 | | 16,600 | | 20,555 | | 3,601 | | 0 | | 24,156 | Dmitri L. Stockton | | 0 | | 759 | | 0 | | 759 | | 8,994 | | 0 | | 0 | | 8,994 | Named executive officers | | | | | | | | | | | | | | | | | Brian C. Cornell | | 235,852 | | 0 | | 0 | | 235,852 | | 0 | | 0 | | 310,237 | | 310,237 | Cathy R. Smith | | 30,690 | | 0 | | 0 | | 30,690 | | Michael J. Fiddelke | | | 0 | | 0 | | 25,031 | | 25,031 | John J. Mulligan | | 99,294 | | 0 | | 139,018 | | 238,312 | | 0 | | 0 | | 248,461 | | 248,461 | Michael E. McNamara | | 37,463 | | 0 | | 0 | | 37,463 | | 0 | | 0 | | 121,637 | | 121,637 | Janna A. Potts | | 10,970 | | 0 | | 14,405 | | 25,375 | | Don H. Liu | | | 0 | | 0 | | 81,535 | | 81,535 | All current directors and executive officers | | | | | | | | | | | | | | | | | As a group (22 persons) | | 517,892 | (3) | 189,882 | | 349,870 | | 1,057,644 | | (1) Includes shares of common stock that the named individuals may acquire on or before June 8, 2018 pursuant to the conversion of vested RSUs into common stock. (2) All directors and executive officers as a group own less than 1% of Target’s outstanding common stock. The persons listed have sole voting and investment power with respect to the shares listed. (3) Includes shares of common stock owned by executive officers in the Target 401(k) Plan as of April 9, 2018. | | As a group (25 persons) | | | 233,822 | | 174,361 | | 1,012,770(3) | | 1,420,953 | (1) Includes shares of common stock that the named individuals may acquire on or before June 5, 2021 pursuant to the conversion of vested RSUs into common stock. (2) All directors and executive officers as a group own less than 1% of Target’s outstanding common stock. The persons listed have sole voting and investment power with respect to the shares listed. (3) Includes shares of common stock owned by executive officers in the Target Corporation 401(k) Plan (Target 401(k) Plan) as of April 6, 2021. | | (1) Includes shares of common stock that the named individuals may acquire on or before June 5, 2021 pursuant to the conversion of vested RSUs into common stock. (2) All directors and executive officers as a group own less than 1% of Target’s outstanding common stock. The persons listed have sole voting and investment power with respect to the shares listed. (3) Includes shares of common stock owned by executive officers in the Target Corporation 401(k) Plan (Target 401(k) Plan) as of April 6, 2021. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 29
| | | | TARGET CORPORATION 2021 Proxy Statement | 32 |
Back to Contents Beneficial ownership of Target’s largest shareholders The following table includes certain information about each person or entity known to us to be the beneficial owner of more than five percent of our common stock: Name and address of >5% beneficial owner | Number of
common shares beneficially owned | Percent of
class(1) | TheVanguardGroup 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 43,100,482(2) | 8.7% | State Street Corporation
One Lincoln Street
Boston, Massachusetts 02111 | 49,308,67437,603,636(2)(3)
| 9.2%7.6%
| BlackRock, Inc.
55 East 52nd Street
New York, New York 10055 | 44,370,57937,134,621((43))
| 8.3%
| TheVanguardGroup
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
| 37,823,852(4)
| 7.1%7.5%
| (1) Based on shares outstanding on April 9, 2018.6, 2021. (2) State Street Corporation (State Street) reported its direct and indirect beneficial ownership in various fiduciary capacities (including as trustee under Target’s 401(k) Plan) on a Schedule 13G filed with the SEC on February 14, 2018. The filing indicates that as of December 31, 2017, State Street had sole voting power for 0 shares, shared voting power for 49,308,674 shares, sole dispositive power for 0 shares and shared dispositive power for 49,308,674 shares.
(3)
BlackRock, Inc. (BlackRock) reported its direct and indirect beneficial ownership on a Schedule 13G/A filed with the SEC on February 8, 2018. The filing indicates that as of December 31, 2017, BlackRock had sole voting power for 37,786,439 shares, shared voting power for 0 shares, sole dispositive power for 44,370,579 shares and shared dispositive power for 0 shares.
(4)
The Vanguard Group (Vanguard) reported its direct and indirect beneficial ownership on a Schedule 13G/A filed with the SEC on February 9, 2018.10, 2021. The filing indicates that as of December 31, 2017,2020, Vanguard had sole voting power for 757,5990 shares, shared voting power for 132,657816,210 shares, sole dispositive power for 36,950,41740,913,837 shares, and shared dispositive power for 873,4352,186,645 shares. (3) State Street Corporation (State Street), as a parent holding company, reported its direct and indirect beneficial ownership in various fiduciary capacities (including as trustee under the Target 401(k) Plan) on a Schedule 13G/A filed with the SEC on February 24, 2021. The filing indicates that as of December 31, 2020, State Street had sole voting power for 0 shares, shared voting power for 34,725,712 shares, sole dispositive power for 0 shares, and shared dispositive power for 37,550,717 shares, and that State Street Global Advisors Trust Company (SSgA Trust), a subsidiary of State Street, had sole voting power for 0 shares, shared voting power for 10,874,413 shares, sole dispositive power for 0 shares, shared dispositive power for 26,613,525 shares, and beneficial ownership of 26,629,858 shares. Based on that information, SSgA Trust is also a >5% beneficial owner, holding 5.4% of Target's outstanding common shares. (4) BlackRock, Inc. (BlackRock) reported its direct and indirect beneficial ownership on a Schedule 13G/A filed with the SEC on February 1, 2021. The filing indicates that as of December 31, 2020, BlackRock had sole voting power for 31,752,473 shares, shared voting power for 0 shares, sole dispositive power for 37,134,621 shares, and shared dispositive power for 0 shares. |
Section 16(a) beneficial ownership reporting compliance
SEC rules require disclosure of those directors, officers and beneficial owners of more than 10% of our common stock who fail to timely file reports required by Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) during the most recent fiscal year. Based solely on review of reports furnished to us and written representations that no other reports were required during the fiscal year ended February 3, 2018, all Section 16(a) filing requirements were met.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 30
| | | | TARGET CORPORATION 2021 Proxy Statement | 33 |
Back to Contents Human Resources & Compensation Committee Report The Human Resources & Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based on this review and discussion, the Human Resources & Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in ourthe 2020 Annual Report on Form 10-K and this proxy statement.the 2021 Proxy Statement. Human Resources & Compensation Committee RoxanneMonica C. Lozano, Chair
George S. Austin, ChairBarrett
Calvin Darden
Melanie L. Healey
Donald R. Knauss
TARGET CORPORATION Target Corporation 2018 Proxy Statement 31
Back to Contents
Compensation Discussion and Analysis Introduction This Compensation Discussion and Analysis (CD&A) focuses on how our Named Executive Officers (NEOs) were compensated for fiscal 2017 (January 29, 20172020 (February 2, 2020 through February 3, 2018)January 30, 2021) and how their fiscal 20172020 compensation alignsaligned with our pay for performance philosophy. For fiscal 2017,2020, our NEOs were: | Name and
principal position | | Brian C. Cornell | Chairman & Chief Executive Officer | | | | Cathy R. SmithMichael J. Fiddelke
| Executive Vice President & Chief Financial Officer | | | | John J. Mulligan | Executive Vice President & Chief Operating Officer | | | | Michael E. McNamara | Executive Vice President & Chief Information & Digital Officer | | | | Janna A. PottsDon H. Liu
| Executive Vice President and Chief Legal & Chief StoresRisk Officer | |
Our CD&A is divided into the following sections:
TARGET CORPORATION Target Corporation 2018 Proxy Statement 32
| | | | TARGET CORPORATION 2021 Proxy Statement | 34 |
Back to Contents Executive Summarysummary To provide contextThroughout fiscal 2020, Target served as a dependable essential retailer for consumers as our country faced multiple challenges, including unprecedented economic hardship brought on by the compensation decisions madePandemic and growing demands for social justice. Despite the dramatic impact of these challenges on our business, our team delivered outstanding results, following years of investment in 2017, it is importantour strategy and assets. Our multi-year plan to recognize that we,develop new capabilities established a strong foundation prior to 2020, and as a result, guests increasingly relied on our suite of fulfillment services and multi-category assortment to make Target their one-stop shopping destination.
Our 2020 performance demonstrates the retail industry in general, were experiencing deteriorating trafficdurability and sales in 2016, particularly in the fourth quarter. This performance reflected a rapid change in consumer behavior, including soft spending in manysustainability of the categoriesbusiness model, which enabled Target to satisfy the explosive growth in guest demand for same-day services. More than ever, in 2020 we sell, combined with a rapid shift in consumer preferences toward online retail. In light of those challenges, severalintegrated our store and digital platforms, successfully using our stores as hubs for digital fulfillment to meet the essential needs of our competitors were announcing store closuresguests. As a result, guests benefited from Drive Up and scaling back their operationsShipt fulfillment services, which experienced comparable sales growth of more than 600% and 300%, respectively. Our digitally originated sales grew exponentially, with comparable sales growth of 145% in addition to protect profitability. In contrast, in late February 2017 we announced a multi-year plan in which we would aggressively investstores originated comparable sales growth of more than 7%, resulting in our businessfull-year comparable sales growth of nearly 20 percent.
We accomplished these results while upholding our purpose and core values. Without hesitation, significant investment decisions were made in support of the well-being, health and safety of our goalteam, guests, and communities. With respect to position Target for sustained, profitable market share gains over the long-term. These investments included: •
capital expendituresour team of more than $2350,000 team members, incremental investments totaling over $1 billion included:
● paid leaves for team members most susceptible to COVID-19 infection, ● premium pay for front-line team members, ● wellness resources, including virtual healthcare and mental health resources, ● personal protective equipment, plexiglass dividers, and rigorous sanitizing operations to ensure a safe physical work environment, ● donations to the Target Team Member Giving Fund in support of COVID-19 relief efforts, ● acceleration of previously announced commitment to institute a $15 per hour starting wage, and ● recognition and performance bonuses throughout the year, as illustrated by the following timeline: These actions taken by management led to strong team member engagement throughout 2020. Our team's ability to adapt and overcome the unpredictable circumstances of 2020 was key to the success of our operations. The integration of our strategies, fulfillment capabilities, and multi-category assortment set Target apart from other essential retailers. We delivered exceptional results, gaining approximately $9 billion in 2017, andmarket share, reflecting share gains across each of our core merchandising categories. Our sales grew more than $7$15 billion over a three-year period, to remodelduring fiscal 2020, more than 600 stores, open 100 small-format stores, enhance Target’s digital capabilitieswe grew in the prior 11 years. In addition, we reached a record high full-year Adjusted EPS of $9.42. | | | | TARGET CORPORATION 2021 Proxy Statement | 35 |
Back to Contents Throughout a year of unprecedented challenge and modernize our supply chain;complexity, management balanced the needs of all stakeholders while delivering superior results: (1) Adjusted EPS, a non-GAAP metric, excludes the impact of certain items. See page 23 of the 2020 Annual Report for a reconciliation of Adjusted EPS to GAAP diluted earnings per share from continuing operations (EPS) and page 18 of the 2020 Annual Report for the calculation of the “Adjusted EPS growth” provided above. •(2)
direct spending investments that would lower operating margin by $1 billion in 2017, specifically in hours and wages in our stores, lower prices to reinforce Target’s value perception, and accelerated depreciation driven byROIC is a ratio based on GAAP information, with the advancement of our store remodel program.
Much of our compensation program consists of long-term incentives that measure our performance relative to our competitors. Given our decision to aggressively invest in our long-term growth during a period of significant industry stress, the independent membersexception of the full Board considered the near-term headwinds that our investments would present when approving our fiscal 2017 short-term incentive goals in March 2017 and the price-vested stock options (Price-Vested Options) in April 2017. See page 44 for more information, respectively.
add-back of operating lease interest to operating income. The pace of our investments either met or exceeded the goals we announced at the beginningcalculation of the year. Guests responded faster than expected to our investments, which contributed to financial performance that exceeded expectations. •
Comparable sales in 2017 increased 1.3%, compared with an expectation for a low single-digit decrease going intonumber provided above is disclosed on page 24 of the year. Comparable sales grew 3.6% in the fourth quarter, bringing fiscal 2017 Total Adjusted Sales to the highest level in our history.2020 Annual Report.
•(3)
Both trafficCalculated based upon the average of the prior two years of pre-tax profits. Includes cash and comparable sales trends improved throughout 2017. We saw acceleration across the business as we gained market share across our five core merchandise categories.in-kind donations.
•
Given stronger-than-expected sales, our business generated better-than-expected profitability, which partially offset the near-term headwinds created by the investments in our business.
The independent members of the Human Resources & Compensation Committee consideredpay programs described throughout our CD&A are structured based on financial and strategic achievements againstoperational performance and shareholder outcomes. Incentive payouts based on 2020 performance stemmed from years of ambitious investments towards a durable business goals and plans, as well as the challenging competitive retail landscape in determining short-term incentive payouts for fiscal 2017. See page 39-40 for more information.model. | | | | TARGET CORPORATION 2021 Proxy Statement | 36 |
Back to Contents Shareholder support for our 20172020 advisory vote on executive compensation and shareholder outreach program At our June 2017 annual meeting of shareholders,the 2020 Annual Meeting, shareholders approved our Say on Pay proposal in support of our executive compensation program by 93.9%a vote of 93.6%, consistent with the fiscal 20162019 vote of 96.4%94.8% and fiscal 20152018 vote of 96.6%94.9%. We believe open dialogue with our shareholders and incorporation of their feedback into our executive compensation program hashave been instrumental in obtaining shareholder support for our compensation program’s design and direction.program. We regularly engage in outreach effortscommunicate with our shareholders relating to a variety of topics and involve one or more independent directors in these conversations, as appropriate. We use the information gathered through these outreach efforts to help inform our compensation decisions. We look forward to continued dialogue on compensation matters and other issues relevant to our business. Summary of key compensation decisions for fiscal 2017
Topic
| Description
| More
information
| Total Compensation Decisions Timing Shift
| During fiscal 2017, the Board approved a shift in the timing of the total compensation decisions for executive officers and the board of directors from the last month of fiscal 2017 to March 2018. This transition allows for consideration of full year financial results prior to annual grant and pay level decisions and aligns timing of executive officers and the board of directors with the broader Target team. This transition also impacts the “Summary compensation table,” as described on page 49.
| 41
| Price-Vested Options
| As described in last year’s CD&A, Price-Vested Options were approved in April 2017 to serve as an incentive to successfully execute our turnaround efforts and as a supplemental compensation element based exclusively on stock price performance to align with shareholder value.
| 44
| Human Resources & Compensation Committee Use of Negative Discretion
| The Human Resources & Compensation Committee applied negative discretion to reduce the payout for the financial component of our Short-Term Incentive Plan (STIP), as follows:
•
The CEO payout was reduced by 28 percentage points of base salary.
•
The other NEO payout was reduced by 10 percentage points of base salary.
| 40
|
TARGET CORPORATION Target Corporation 2018 Proxy Statement 33
Back to Contents
Pay for performance We have a long-standing belief that our executive compensation should be directly linked toreflect our organization's performance andwith substantial emphasis on the creation of long-term value for our shareholders. We do that by providing our NEOs a mix of base salary, short-term, and long-term incentives with compensation opportunities measured by a variety of time horizons to balance our near-term and long-term strategic goals. The Annual total direct compensation (Annual TDC) is the summed at-goal value of each pay component and is used by the Human Resources & Compensation Committee usesas the at-goal amounts of those key elements to determine the annual at-goal total direct compensation (Annual TDC) of our NEOs, which is a useful measure of pay because it reflects the intended aggregatetotal value of those key elements of pay at the time the pay decision is made. The calculationmade, understanding that the actual amount earned will be higher or lower based on actual performance. Consistent with our guiding principles, 91% of ourCEO Annual TDC and 83% of other NEO Annual TDC is described on page 41. •
For our NEOs, our short-term incentives are based on annual absolute financial goals and progress made toward key strategic priorities. Our fiscal 2017 goals were approved at the beginning of the year, taking into consideration our business strategies and the challenges facing the retail industry. Our financial performance exceeded our strategic plans, despite expected headwinds presented by our substantial investment in our strategic initiatives, resulting in payouts well above goal. For further discussion of our fiscal 2017 goals and performance, refer to pages 39-40.
•
100% of our Long-Term Incentive (LTI) program features performance-based metrics and is tied to relative performance versus our retail peers over a three-year time period.
Our pay for performance philosphy is evidenced by our payouts over the past five years for our STIP and PSU awards, which are shown in the charts below, as a percentage of goal. Our CEO did not receive a STIP payout three out of the last five years.performance-based. In addition, our NEOs did not receive a PSU payout three out of the last five years. STIP and PSU awards make up more than 60% of Annual TDC for our CEO and more than 55% of Annual TDC for our other NEOs.
As disclosed in prior proxy statements, PSUs spanning the 2012-2014, 2013-2015 and 2014-2016 performance periods and 2014 STIP payouts were forfeited for active executive officers (including current NEOs Mr. Cornell and Mr. Mulligan) when we did not meet the minimum performance condition under 162(m) for fiscal 2014, due to the discontinuation of Canadian operations. If the awards were not forfeited due to the minimum performance condition, the financial results versus our peers would have yielded payouts below goal.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 34
Back to Contents
Performance highlights
The following highlights show our historical performance on key metrics we use in our executive compensation programs over each of the last four years, which includes the base year and the three years of the performance period for our long-term incentive program. Our performance on these metrics drives our compensation outcomes and provides context to our decisions in setting our goal levels under those metrics. These metrics, including the goal levels and actual results for fiscal 2017, are described in more detail in the narratives for each compensation element.
  (1)
Total Adjusted Sales, which is one of the metrics used in our STIP and our PSUs, is calculated by excluding pharmacy and clinic sales of $4,148 million and $3,815 million from fiscal 2014 and 2015 GAAP consolidated sales, respectively. This adjustment is made for comparison purposes due to the sale of the pharmacy and clinic business to CVS at the end of fiscal 2015. Total Adjusted Sales does not include any adjustments to fiscal 2016 and 2017 GAAP consolidated sales. Additionally, for our PSU compensation element, we use Total Adjusted Sales, except that because 2017 was a 53-week accounting year, we adjusted it to reflect a 52-week accounting year to ensure consistent comparison with the fiscal 2014 base year, which lowered the 2017 amount by $1,167 million to $70,713 million.
(2)
The computation of segment earnings before interest expense and income taxes (Segment EBIT) under GAAP is found in Note 30, Segment Reporting, to our consolidated financial statements in our annual report on Form 10-K for fiscal 2017 (2017 Annual Report) and Note 30, Segment Reporting, to our consolidated financial statements in our annual report on Form 10-K for fiscal 2016 (2016 Annual Report). Incentive EBIT, which is one of the metrics we use in our STIP, represents Segment EBIT on a pre-incentive compensation basis and is calculated by excluding incentive expense from our Segment EBIT.
(3)
Earnings Per Share (EPS) from Continuing Operations is as reported on page 17 of our 2017 Annual Report and on page 17 of our 2016 Annual Report. For PSUs, we use EPS from Continuing Operations as reported above, except that for fiscal 2014 we excluded the impact of the sale of the U.S. consumer credit card portfolio, which increased the amount by $0.05 per share to $3.88.
(4)
After-Tax Return on Invested Capital (ROIC) from Continuing Operations, which is one of the metrics used in our PSUs, is a ratio based on GAAP information, except for adjustments made to capitalize operating leases. For 2015, the After-Tax ROIC from Continuing Operations for the trailing twelve months ended January 30, 2016 was 16.0%, but was 13.9% excluding the net gain on the sale of our pharmacy and clinic businesses. For 2017, the After-Tax ROIC from Continuing Operations for the trailing twelve months ended February 3, 2018 was 15.9%, but was 14.0% excluding the impact of discrete tax benefits of the Tax Act. The calculation of After-Tax ROIC is found on page 24 of our 2017 Annual Report, page 22 of our 2016 Annual Report and page 24 of our annual report on Form 10-K for fiscal 2015.
Our performance has allowed us to fully invest in opportunities to profitably grow our business, create sustainable long-term value, maintain our current operations and assets, and return excess capital to shareholders.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 35
Back to Contents
Guiding principles of our compensation program
We believe executive compensation should be directly linked to performance and the creation of long-term value for our shareholders. With that in mind, the three guiding principles of our compensation program are to:
•
Attract, retain and motivate a premier management team to sustain our distinctive brand and its competitive advantage in the marketplace
•
Provide a framework that encourages outstanding financial results and shareholder returns over the long-term
•
Deliver on our pay for performance philosophy in support of our strategy
A significant portion of our executive compensation is at risk and therefore may vary from targeted compensation based upon the level of achievement of specified performance objectives and stock price performance.
Target’s executive compensation practices
The following practices and policies ensure alignment of interests between shareholders and executives, and effective ongoing compensation governance.
Compensation
practice
| Target policy
| More
information
| Pay for Performance
| Yes
| A significant percentage of the total direct compensation package features performance-based metrics, including 100% of our annual LTI.
| 37
| Robust Stock Ownership Guidelines
| Yes
| We have stock ownership guidelines for executive officers of 7x base salary for CEO, 3x base salary for non-CEO executive officers and $500,000 for directors.
| 27
| Annual Shareholder “Say on Pay”
| Yes
| We value our shareholders’ input on our executive compensation programs. Our Board of Directors seek an annual non-binding advisory vote from shareholders to approve the executive compensation disclosed in our CD&A, tabular disclosures and related narrative of this proxy statement.
| 66
| Double Trigger Change-in-Control
| Yes
| We grant equity awards that require both a change-in-control and an involuntary termination or voluntary termination with good reason before vesting.
| 60
| Annual Compensation Risk Assessment
| Yes
| A risk assessment of our compensation programs is performed on an annual basis to ensure that our compensation programs and policies do not incentivize excessive risk-taking behavior.
| 47
| Clawback Policy
| Yes
| Our policy allows recovery of incentive cash, equity compensation and severance payments where a senior executive's intentional misconduct results in a financial restatement. In early 2018, our policy was expanded to also apply to intentional misconduct that results in material financial or material reputational harm.
| 47
| Independent Compensation Consultant
| Yes
| The Human Resources & Compensation Committee retains an independent compensation consultant to advise on the executive compensation program and practices.
| 45
| Hedging of Company Stock
| No
| Executive officers and members of the Board of Directors may not directly or indirectly engage in transactions intended to hedge or offset the market value of Target common stock owned by them.
| 47
| Pledging of Company Stock
| No
| Executive officers and members of the Board of Directors may not directly or indirectly pledge Target common stock as collateral for any obligation.
| 47
| Tax Gross-Ups
| No
| We do not provide tax gross-ups to our executive officers.
| 44
| Dividends on Unearned Performance Awards
| No
| We do not pay dividends on unearned performance awards.
| 52,53
| Repricing or Exchange of Underwater Stock Options
| No
| Our equity incentive plan does not permit repricing or exchange of underwater stock options without shareholder approval.
| | Employment Contracts
| No
| None of our current NEOs has an employment contract.
| 44
|
TARGET CORPORATION Target Corporation 2018 Proxy Statement 36
Back to Contents
Our performance framework for executive compensation
Our compensation programs are structured to align the interests of our executive officers with the interests of our shareholders and support our strategy based on the guiding principles previously discussed. To align executive officer pay outcomes with long-term performance, 100% of our annual LTIlong-term incentive (LTI) grants feature relative performance-based metrics. See
Importantly, the following pagefinancial metrics we use for more detailsour pay programs are either based directly on Generally Accepted Accounting Principles (GAAP) financial measures, or in the elements of our compensation program. Given the shift in timing for total compensation decisions, which shifted the timing of our grants, annual LTI awards represent grant date fair value of awards granted in March 2018.specific circumstances where they are not, we explain how and why they differ from GAAP.   (1) As described on page 41, Annual TDC differs from the “Total” for fiscal 2020 in the “Summary compensation table” on page 4950 because it (a) includes STIPshort-term incentive plan (STIP) opportunity at-goal as approved, rather than the actual payout that was earned, (b) includes the annual PSU and PBRSU grants based on the dollar value used by the Human Resources & Compensation Committee in determining the number of shares granted, rather than the aggregate grant date fair value of PBRSUsawards, as computed in accordance with FASB ASC Topic 718, and PSUs granted in March 2018, and (b)(c) excludes the value of the Price-Vested Options and the items shown under the “Change in pension value and nonqualified deferred compensation earnings” and “All other compensation” columns. The March 2018 PBRSU and PSU awards are used in Annual TDC this year because there were no annual LTI awards granted in fiscal 2017 due to the grant-timing shift described on page 41. The Human Resources & Compensation Committee views Annual TDC as a useful measure of pay because it reflects the intended aggregate value of key elements of pay at the time the pay decision is made.
| How annual CEO
pay is tied to
performance | | The following pay elements are performance-based and represent a significant percentage of the total direct compensation package.Annual TDC. The payout ranges below are based on awards outstanding as of the end of fiscal 2017.2020. •●
STIP — Payouts range from 0% to 222%200% of goal whendepending on Sales, Incentive EBITOperating Income, and Total Adjusted Sales performance levels are below threshold and at or above maximum, respectively.the assessment of the Team Scorecard. •●
PSUs — Payouts range from 0% to 175%200% of goal depending on ourAdjusted 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 TSRtotal shareholder return (TSR) performance relative to our retail peer group. Payout value is also tied to stock price performance. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 37
| | | | TARGET CORPORATION 2021 Proxy Statement | 37 |
Back to Contents Performance highlights The following graphs highlight our historical performance on key metrics that we used in our executive compensation programs over each of the last three 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 below. (1) Sales is as reported on page 35 of the 2020 Annual Report. We use Sales as reported above as one of the metrics in both our PSU and STIP compensation elements. (2) Operating Income is as reported on page 35 of the 2020 Annual Report and provides the basis for Incentive Operating Income, which is one of the metrics we use in our STIP compensation element. Incentive Operating Income, a non-GAAP metric, represents Operating Income on a pre-short-term-incentive compensation basis and is calculated by excluding short-term incentive expense from our Operating Income. (3) Diluted earnings per share (EPS) from continuing operations is as reported on page 35 of the 2020 Annual Report. We use EPS as reported above as one of the metrics in our PSU compensation element. (4) ROIC is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to operating income. For fiscal 2020 and fiscal 2019 it is as reported on page 24 of the 2020 Annual Report and, for fiscal 2018, page 22 of our annual report on Form 10-K for fiscal 2019 (2019 Annual Report). We use ROIC as reported above as one of the metrics in our PSU compensation element. | | | | TARGET CORPORATION 2021 Proxy Statement | 38 |
Back to Contents Incentive measures and actual performance Actual payouts vary based on performance against goals approved by the Human Resources & Compensation Committee at the beginning of the performance period. Our ongoing incentive programs have a proven track record of variable payouts based on performance over time. ● Our STIP is based on a combination of annual absolute financial goals and progress made toward key strategic priorities. As shown in the table below, our financial component and team scorecard resulted in a maximum payout. For further discussion of our fiscal 2020 financial goals and performance, refer to page 41. For additional information on our 2020 team scorecard assessment, refer to page 42. ● 100% of our ongoing LTI program features performance-based metrics and is tied to relative performance versus our retail peers over a three-year time period. | | | | | | | | | | Weight | | | Goal(1) | | Result(1) | Actual performance percentage of goal | Actual payout percentage of goal | 2020 STI Performance Metrics | 80% | Sales | $ | 80,110 | $ | 92,400 | 115.3% | 160% | Incentive Operating Income(2) | $ | 5,198 | $ | 7,176 | 138.0% | 20% | Team Scorecard | | | | | N/A | 40% | | | | | | | | Total | 200% |
| | | | | Performance rank relative to peers | Payout percentage | Total
Payout | 2018-2020 LTI Performance Metrics | PSUs | Adjusted sales growth | 5 of 19 | 186% | 150.5% | EPS growth | 7 of 19 | 120% | ROIC | 5 of 19 | 146% | | | | | Performance rank relative to peers | TSR(3) | Total
Payout | PBRSUs | TSR | | 1 of 17 | 191% | 125% |
(2) Refer to “Performance highlights” tables and footnotes on page 38 for a description of how Incentive Operating Income is calculated from our financial statements. (3) 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. | | | | TARGET CORPORATION 2021 Proxy Statement | 39 |
Back to Contents Our framework for executive compensation Guiding principles We believe executive compensation should be directly linked to performance and long-term value creation for our shareholders. With that in mind, three principles guide our compensation program: ● Deliver on our pay for performance philosophy in support of our strategy. ● Provide a framework that encourages outstanding financial results and shareholder returns over the long-term. ● Attract, retain, and motivate a premier management team to sustain our distinctive brand and its competitive advantage in the marketplace. A significant portion of our executive compensation is at risk and, therefore, may vary from targeted compensation based upon the level of achievement of specified performance objectives and stock price performance. Elements of annual executive total direct compensationAnnual TDC(1) | Element | Key
characteristics | Link to
shareholder
value | How we
determine
amount | Key
decisions
| Fixed | Base Salarysalary | Fixed compensation component payable in cash, representing less than 20% of Annual TDC for our NEOs. Reviewed annually and adjusted when appropriate. | A means to attract and retain talented executives capable of driving superior performance. | Consider individual contributions to business outcomes, the scope and complexity of each role, future potential, market data, and internal pay equity. | For fiscal 2017, the Human Resources & Compensation Committee approved a base salary increase for Ms. Potts.
| | | | | | | Performance-BasedPerformance-based
| Short-TermShort-term Incentivesincentives
| Variable compensation component payable in cash based on performance against annually established financial goals and assessment of team performance (excluding CEO).performance. | Incentive targets are tied to achievement of key annual financial measures. NEOs other than the CEO are also evaluated against identified strategic initiatives important to driving sustainable, durable, and profitable sales growth. Our CEO’s STIP is exclusively tied to financial measures.
| Financial component of award based on: ● Incentive EBITOperating Income - Total Adjusted Sales
For NEO STIP, (excluding CEO), there is a team scorecard component based on the Human Resources & Compensation Committee’s assessment of management’s progress toward strategic priorities. | For fiscal 2017, the financial component of our STIP achieved maximum performance. At the March 2018 meeting, the Human Resources & Compensation Committee exercised negative discretion to reduce the payout. See pages 39-40 for further detail on the 2017 STIP payout.
| Performance Shareshare Unitunit Awardsawards | PSUs cliff vest at the end of the three-year performance period and payouts are based on relative three-year performance versus our retail peer group. | PSUs recognize our executive officers for achieving superior long-term relative performance on three key metrics: ● - Market ShareSales growth
| Grant award levels based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations, and market data. Actual award payout based on performance versus retail peer group over the three-year performance period.
| During fiscal 2017, the Board approved a shift in the timing of the total compensation decisions for executive officers from the last month of fiscal 2017 to March 2018. See page 41 for more information.
| Performance-BasedPerformance-based Restrictedrestricted Stockstock Unitunit Awardsawards
| PBRSUs cliff vest at the end of the three-year performance period with the number of shares based on relative three-year TSR performance versus our retail peer group. | Fosters a culture of ownership, aligns the long-term interests of Target’s executive officers with our shareholders and rewards or penalizes based on relative TSR performance. | Grant award levels based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations, and market data. | During fiscal 2017, the Board approved a shift in the timing of the total compensation decisions for executive officers from the last month of fiscal 2017 to March 2018. See page 41 for more information.
|
(1) TARGET CORPORATION Target Corporation 2018 Proxy Statement 38See page 37 for a description of how the Human Resources & Compensation Committee uses Annual TDC and how it differs from the “Total” in the “Summary compensation table” on page 50.
Back to Contents
Base salary We provide base salary as a means to deliver a stable amount of cash compensation to our executive officers. In alignment with our pay for performance philosophy, it represents the smallest portion of Annual TDC. | | | | TARGET CORPORATION 2021 Proxy Statement | 40 |
In January 2017, the Human Resources & Compensation Committee approved a fiscal 2017 base salary increase of $50,000 for Ms. Potts in consideration of her performance, as well as market positioning relativeBack to our retail and general industry peers.Contents
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 to align our annual incentives with our strategy of driving growth, with an emphasis on profitability: Incentive EBIT (75%metrics: Sales (50%) and Total Adjusted Sales (25%Incentive Operating Income (50%). The CEO STIP design is exclusively based on the financial component. See the “Performance highlights” tables and footnotes on page 3538 for a description of how Incentive EBIT and Total Adjusted Sales are reported and how Incentive Operating Income is calculated from our financial statements. For fiscal 2020, we placed additional emphasis on our core financial metrics, by weighting our financial component 80% and the team scorecard 20%. Beginning in fiscal 2017, for our non-CEO NEOs, 67% of their2020, CEO STIP is based onincludes the financial component, which had previously been 80%. The remaining 33% of their STIP is based on asame team scorecard designedcomponent as the other NEOs to strongly align pay opportunityreinforce a “one team” mentality and to Target’s strategic agenda. This change places greater emphasis onachieve consistent payout outcomes as a percentage of goal. In doing so, we reduced the team scorecard duringthreshold payout as a multi-year investment phase and focusespercent of goal from 33% in 2019 to 20% in 2020 for the team on key strategic priorities critical to reposition us to sustainable long-term top-line growth.CEO, consistent with threshold levels of the other NEOs. The following table shows financial and team scorecard goalspayouts expressed as a percentage of salary. | | | Fiscal 2017 (payout as a % of salary) | | | Component | Weight | Threshold | Goal | Maximum | CEO | | Financial (Incentive EBIT 75%,
Total Adjusted Sales 25%) | 100% | 75% | 190% | 400%* | | | | | | | | Other NEOs | | Financial (Incentive EBIT 75%,
Total Adjusted Sales 25%) | 67% | 13% | 60% | 134% | | Scorecard | 33% | 7% | 30% | 66% | | Total | | 20% | 90% | 200% |
*
CEO’s maximum: lesser of $7 milliongoal, based on actual financial performance and 400%progress made on key team scorecard indicators discussed on page 42. The at-goal pay opportunity is 200% of base salary for our CEO and 100% of base salary for our other NEOs.
| Fiscal 2020 (payout as a % of goal) | | Component | Weight | Threshold | Goal | Maximum | Actual payout(1) | Financial (Sales 50%, Incentive Operating Income 50%) | 80% | 16% | 80% | 160% | 160% | Team Scorecard | 20% | 4% | 20% | 40% | 40% | Total | | 20% | 100% | 200% | 200% | (1) Actual payout is 400% of base salary for our CEO and 200% of base salary for our other NEOs. |
Fiscal 20172020 financial STIP design, performance goals, and how we performed in comparison to these goals Our Incentive EBITThe fiscal 2020 goals and Total Adjusted Sales goal amounts were approved byactual performance were:
| | Fiscal 2020 goal(1) | | | Fiscal 2020 actual(1) | Metric | | $ | vs Fiscal 2019 | | | $ | vs Fiscal 2019 | Sales | $ | 80,110 | +3.9% | | $ | 92,400 | +19.8% | Incentive Operating Income | $ | 5,198 | +3.2% | | $ | 7,176 | +42.5% | | | |
When approving incentive design and goals in March 2020, the independent membersmagnitude of the full Boardimpact of the Pandemic was unknown. Ultimately, the Committee did not amend goals or STIP design during the year due to circumstances surrounding the Pandemic. At that time, the Human Resources & Compensation Committee took into account our business strategies, the economic environment, and how the annual goals align with our longer-term financial expectations. The goals set at the beginning of the year taking into accountrequired meaningful performance versus the prior year as follows: ● At-goal performance level for Sales represented 3.9% sales growth over the prior year. Threshold and maximum performance amounts were -/+2% of the Sales goal, respectively. ● At-goal performance level for Incentive Operating Income represented 3.2% Incentive Operating Income growth over the prior year, or 4.1% Operating Income growth. Threshold and maximum performance amounts were -/+10% of the Incentive Operating Income goal, respectively. From the onset of the Pandemic in the first quarter, the first priority of the management team was to protect and care for our business strategiesteam members and our guests in alignment with our longstanding purpose and values. These bold commitments to ensure the challenges facingwell-being, health, and safety of our team members, guests, and communities required significant investments, including increased wages, paid leaves, front-line team member bonuses, and relief fund contributions, made at a time when sales performance and recoverability of such expenses were uncertain. Fiscal 2020 performance was record-breaking for the retail industry. For context,Company on many fronts, dramatically exceeding historical results and goals established at the beginning of the year. As an essential retailer, we benefited from keeping stores open to provide for the needs of our fiscal 2017 goalsguests, while non-essential retailers were established shortly after our decisionrequired to make substantialtemporarily close stores for a portion of the year. Aggressive and strategic investments in our long-term growth, which were communicateddigital fulfillment options, merchandise assortment, and store operating model over the prior three years positioned us to thrive in the challenges brought by the external environment in 2020: ● Following several years of investment in our investors in conjunction withmulti-category assortment, our business successfully adjusted to rapidly changing spending patterns, supplying the releaseneeds of our financial guidance for fiscal 2017. These investments included:guests as the year progressed. We captured approximately $9 billion of incremental market share in 2020, driven by unprecedented gains across every one of our core merchandising categories. •●
capital expendituresSales growth of 19.8% in 2020 outpaced 2019 sales growth by more than $2 billion16 percentage points, led by increased digital sales. Our model seamlessly adapted to rapid swings in 2017,consumer behavior, supporting dramatic shifts between stores and digital shopping as our guests adjusted to different ways of shopping safely during the Pandemic.
| | | | TARGET CORPORATION 2021 Proxy Statement | 41 |
Back to Contents ● Strong top-line growth translated to meaningful profit growth. Incentive Operating Income increased 42.5% from 2019, benefiting from favorable leverage on SG&A expense, record low markdown rates, and strong profitability across our digital channels with approximately 44% of digital orders fulfilled by lower cost same-day fulfillment services. The combination of these drivers more than $7 billionoffset over a three-year period, to remodel more than 600 stores, open 100 small-format stores, enhance Target’s digital capabilities and modernize our supply chain; and •
direct spending investments that would lower operating margin by $1 billion of incremental investments made in 2017, specifically in hoursthe well-being, health, and wages in our stores, lower prices to reinforce Target’s value perception, and accelerated depreciation driven by the accelerationsafety of our store remodel program.team members.
At the time the goals were set, these investments were expected to present headwinds to both our Incentive EBIT and Total Adjusted Sales performance in comparison to prior periods. The intent in setting the fiscal 2017 STIP goals was that performance in-line with our strategic plan and external financial guidance would result in payouts around goal.
In order to achieve the maximum payout, our performance would have to exceed our strategic plans to a significant degree. Historically, our STIP goals have proven rigorous, with financial component payouts only twoits assessment of the last fiveyears. TARGET CORPORATION Target Corporation 2018 Proxy Statement 39
Back to Contents
Metric | | Goal(1) | | | Actual(1)(2) | Incentive EBIT | $ | 4,248 | | $ | 4,795 | Total Adjusted Sales | $ | 68,848 | | $ | 71,879 | (2) Actual amounts represent a 53-week accounting year. | |
Our actual Incentive EBIT and Total Adjusted Sales results exceeded our financial plans, despite the expected headwinds presented by the substantial investments in our strategic initiatives. Specifically:
•
Comparable sales in 2017 increased 1.3%, compared with an expectation for a low single-digit decrease going into the year. Comparable sales grew 3.6% in the fourth quarter, bringing fiscal 2017 Total Adjusted Sales to the highest level in our history.
•
Both traffic and comparable sales trends improved throughout 2017. We saw acceleration across the business as we gained market share across our five core merchandise categories.
•
Given stronger-than-expected sales, our business generated better-than-expected profitability, which partially offset the near-term headwinds created by the investments in our business.
Use of negative discretion
Despite strong financial performance that exceeded the maximum goals of the financial component of the STIP,context described above, the Human Resources & Compensation Committee recognized that we are still in the early stages of a multi-year transformative strategy andconcluded a maximum payout felt premature.
As such, the Human Resources & Compensation Committee applied negative discretion to reduce the payout, as follows:
•
The CEO payoutfor financial performance was reduced by 28 percentage points of base salary.appropriate.
•
The other NEO payout was reduced by 10 percentage points of base salary.
Fiscal 20172020 team scorecard assessment The team scorecard portion of the STIP for our non-CEO NEOs in 2017 was focused on the goal to test, build and scale foundational capabilities as a next-generation retailer; grow market share by reinvigorating our assortment; and reimagine and reposition our assets to deliver even greater competitive advantage. The team scorecard provides a general structure for discussing and measuring performance of the management team as a group, excluding our CEO. Throughout the year, our CEO provided the Human Resources & Compensation Committee interim assessments ofgroup. The team scorecard performance.portion of the STIP in 2020 emphasized the business outcomes we expect from the execution of our strategic priorities, and represents indicators that demonstrate the health of Target's business and team.
For fiscal 2017,Similar to the financial goals, the primary team scorecard progress indicators identifiedfor fiscal 2020 were established prior to understanding the dramatic impact the Pandemic would have on our business. The indicators included: market share gains at both the enterprise and category level in Apparel & Accessories, Food & Beverage, Essentials & Beauty, Hardlines, and Home Furnishings & Décor; digital performance including increased sales and decreased unit cost; increased store comparable sales and utilization of same-day fulfillment services; increased guest engagement with Target Circle; and maintaining strong team engagement.
Performance against these key indicators significantly exceeded expectations set at the beginning of the year, included: digital channel sales growth that outpaces the industry, owned brand launches and redesigned store experiences, supply chain optimization, new small format stores, and a significant number of store remodels. Our management team drove meaningful progress against these key indicators:including:
•●
AchievedMarket share gains of approximately $9 billion spanning every core merchandise category, driven by our multi-category assortment and flexible fulfillment model,
● Full year digital channel sales growth of 27%145%, which significantly outpaced the industry average.outpacing 2019 digital sales growth of 29% and 2020 digital sales growth goal of +25%, while significantly reducing cost per unit, •●
Launched 8 new brands in Apparel and Home, supported by 485 Apparel and 500 Home redesigned store experiences.Store comparable sales of more than 7%,
•●
Reached Supply Chain Optimization goalsExponential growth in same-day services, represented by reducing cycle time significantly, with greater than 60% of orders fulfilled from a store.603% growth in Drive Up and 317% growth in Shipt, powered by significant investments made in supply chain, store operations, and technology capabilities, which enabled us to use our stores as hubs to satisfy increased guest demand,
•●
Added 28 new small format stores, which have a much higher per foot sales productivity than a typical store.Target Circle enrollment exceeded goal, bringing our total enrollment to approximately 90 million members since launch, and
•●
Remodeled 110 storesTeam member survey results show that are seeing 2 — 4% sales lift per store on average.team member engagement remained strong throughout 2020; attributed to Target's response during the Pandemic.
Taking into consideration the outcomes described above, the CEO recommended, and the Human Resources & Compensation Committee approved a maximum team scorecard payout of 54% of base salary, out of a total opportunity of 66% of base salary, for our non-CEO NEOs. Fiscal 2017 STIP payout
Given actual financial performance and progress made on the primary team scorecard indicators previously mentioned, the total fiscal 2017 STIP payout for our CEO and other NEOs is detailed below as a percentage of goal:
| | | Components
| Fiscal 2017 actual payout as
a % of goal
| | | CEO
| | Financial
| 196%
| | | | | | | | | Other NEOs
| | Financial + Scorecard
| 198%
| |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 40
Back to Contents
payout. Long-term incentives To align our executive officers’ pay outcomes with long-term performance, 100% of our annual LTI grants feature relative performance-based metrics and comprises the majority of each NEO’s total compensation. Value of LTI awarded at grant and grant timing shift In determining the amount of individual LTI awards, the Human Resources & Compensation 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. During fiscal 2017, we shifted the timing of total compensation decisions for executive officers, which shifted the timing of our The annual equityLTI grants toare made in March of each year instead of our previous practice of granting equity to executive officers in January, which is the last month of our fiscal year. This grant timing shift was made to align the grant timing of executive officers with the grant timing for all other team members who receive equity grants and to ensure that the full-year financial results for the most recently completed fiscal year may be considered prior to making the grants. Due to thisOnce the total annual grant timing shift,amount for a NEO is determined, the equity grant that would have traditionally been made in January 2018 during fiscal 2017 was instead made in March 2018 during fiscal 2018. As a result, the executive officers’ compensation as reported in the “Summary compensation table” for fiscal 2017 was significantly lower than prior years because it did not include any annual equity grants. The only grants included in the “Summary compensation table” for this year were the Price-Vested Options. For more detail, see page 49.
If the executive officers’ annual TDC for fiscal 2017 had included the annual equity grant made in March 2018, it would have been asfollows:
Annual TDC(1) for NEOs | | | Cornell | | Mulligan | | Smith | | McNamara | | Potts | Base salary | $ | 1,300,000 | $ | 1,000,000 | $ | 800,000 | $ | 725,000 | $ | 675,000 | At-goal STIP | $ | 2,470,000 | $ | 900,000 | $ | 720,000 | $ | 652,500 | $ | 607,500 | Fiscal 2017 components of Annual TDC | $ | 3,770,000 | $ | 1,900,000 | $ | 1,520,000 | $ | 1,377,500 | $ | 1,283,000 | LTI component of Annual TDC (March 2018 grant) | $ | 9,750,000 | $ | 5,000,000 | $ | 3,250,000 | $ | 3,250,000 | $ | 1,600,000 | Total Annual TDC | $ | 13,520,000 | $ | 6,900,000 | $ | 4,770,000 | $ | 4,627,500 | $ | 2,883,000 |
(1)
Annual TDC differs from the “Total” in the “Summary compensation table” on page 49 because it (a) includes STIP opportunity at-goal, rather than actual payout, and the aggregate grant date fair value of PBRSUs and PSUs granted in March 2018, and (b) excludes the value of the Price-Vested Options and the items shown under the “Change in pension value and nonqualified deferred compensation earnings” and “All other compensation” columns. The March 2018 PBRSU and PSU awards are used in Annual TDC this year because there were no annual LTI awards granted in fiscal 2017 due to the grant-timing shift described above. The Human Resources & Compensation Committee views Annual TDC as a useful measuregrants 60% of pay because it reflectsthat value in PSUs and 40% in PBRSUs. Under this approach, strong long-term performance relative to peers becomes the intended aggregate valuekey driver of key elements of pay at the time the pay decision is made.compensation realized by executive officers.
The Human Resources & Compensation Committee made no changes to the NEOs’increased Mr. Cornell's annual LTI grants versusgrant by $1,090,000, reflective of Mr. Cornell's performance over his tenure at Target. This resulted in positioning his overall TDC between the prior year.50th and 75th percentile of the combined peer group, which aligns with our pay for performance philosophy. No other NEOs received annual LTI grant increases for fiscal 2020. TARGET CORPORATION Target Corporation 2018 Proxy Statement 41
| | | | TARGET CORPORATION 2021 Proxy Statement | 42 |
Back to Contents PSUs Our PSUs have a three-year performance period and are settled in stock. The plan payout is intended to reflect the same key metrics we use to manage our business, and drive shareholder returns, over time. Each metric is compared relative to our retail peer group and is intended to incent management to outperform the retail peer group over the long term. The three relative metrics used in our PSU plan are: •●
ChangeAdjusted inSales Marketgrowth.Share. A company’s change The compound annual growth rate in market share is calculated by determiningAdjusted Sales over the difference between (b) and (a), each as defined below, and dividing that difference by (a), as defined below. The “market” is the sum of domestic net sales for us andperformance period, relative to our retail peer group.group, including adjustments to our reported results or those of our peer group, as described below.
(a)
The company’s domestic net sales in the baseline year is divided by the market’s domestic net sales for the baseline year.
(b)
The company’s domestic net sales in the final year of the performance period is divided by the market’s domestic net sales for the final year.
•●
EPS Growth.growth. The compound annual growth rate of our EPS from continuing operations versus the reported EPS from continuing operations of our retail peer group. •●
After-TaxROIC. Three-year average net operating profit after-tax divided by average invested capital for both our results and our retail peer group, excluding discontinued operations.
See the “Performance highlights” tables and footnotes on page 38 for a description of where Sales, EPS, and ROIC are reported in our financial statements. With these three independent metrics, our PSU program supports the critical drivers of our success: to grow the top-line relative to the retail sector, to grow it profitably, and to ensure prudent deployment of capital to drive the business. The following example illustrates PSU payouts at various levels of performance: For more information about our peer groups, see pages 45-46. TARGET CORPORATION Target Corporation 2018 Proxy Statement 42
Back to Contents47-48.
PSU adjustments The intent of our PSU program is to measure performance relative to our peer group on the 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 at the time of grant). The Human Resources & Compensation 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 necessary to properly gauge Target’sTarget's relative performance. Adjustments to Target and peer results, if any, are disclosed in the proxy in the year of payout. Historically, adjustments to Target’s results have included items that did not reflect our ongoing core operations andor were needed to ensure consistent time frame comparisons over the performance period. These adjustments typically decreased participants’ resulting payouts. Consistent with past practice, theThe Human Resources & Compensation Committee approveddoes not make adjustments tothat are inconsistent with Target's performance. For the 20152018 PSU payoutaward, as described below, this included adjusting peer sales results to exclude the following: •
The impact of the one-time gain in 2015 due to the CVS Health transaction from ROIC to prevent Target’s operational performance from being overstated due to the transaction; and
•
Target’s pharmacy and clinic business from fiscal 2014 base year sales to determine change in market share over the respective performance period. Consistent with not allowing the benefit from the sale of those businesses, we reset the sales base to exclude the business lines we sold.
Other than as described above, no adjustments were made to our annual reported results or those of our peers in determining the 2015 PSU payout.Contents
2015-20172018-2020 PSU payout
In April 2018,2021, the NEOs received payouts with respect to the PSU awards that were granted in January 2015March 2018 for the three-year performance period ended February 3, 2018.January 30, 2021. These awards were paid at 97.7%150.5% of the goal number of shares. The following table summarizes the rankings and payout results for awards granted in fiscal 2015.2018. This outcome is based on comparing our results to those of the retail peer group we disclosed in our proxy statement covering the time of grant. The market shareadjusted sales growth and EPS growth metrics utilize a base year of fiscal 20142017 and a final performance year of fiscal 2017,2020, while for ROIC we use an average of 2015, 20162018, 2019, and 2017.2020. In its assessment of the payout under the plan, the Committee noted that, as of the second year of the three-year performance period (prior to the onset of the Pandemic), Target was well-positioned relative to peers to deliver a payout above goal, as our projected sales growth, EPS growth, and average ROIC were ranked above the majority of retailers considered to be non-essential during the Pandemic. Metric | Performance Rank Relative to Peers | Payout % | Total Projected Payout | Performance rank relative to peers | Payout percentage | Total payout | Market Share | 16 of 18 | 0% | 97.7% | | EPS CAGR | 6 of 18 | 121% | | Adjusted sales growth | | 5 of 19 | 186% | 150.5% | EPS growth | | 7 of 19 | 120% | ROIC | 5 of 18 | 172% | 97.7% | 5 of 19 | 146% |
In consideration of the results discussed above, the Human Resources & Compensation Committee approved a total payout of 150.5%. PBRSUs 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 PBRSU amount will be adjusted up or down by 25 percentage points 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. | PBRSU payout schedule
| | | TSR performance ranking(1)
| Percent of goal
| | | 1-6
| 125%
| | | 7-11
| 100%
| | | 12-17
| 75%
| | | (1)
The retail peers for PBRSUs exclude Publix. The value of Publix’s stock price is established on an annual basis, making them an inappropriate comparator for the purpose of assessing our relative TSR performance.
| |
 2015-20172018-2020 PBRSU payout
In March 2018,2021, the NEOs received payouts with respect to the PBRSU awards that were granted in January 2015March 2018 for the three-year performance period ended February 3, 2018.January 30, 2021. With a total shareholder return (TSR)TSR ranking of 111 out of 17 relative to our retail peers, these awards were paid at 100%125% of the goal number of shares. This outcome is based on comparing our results to those of the first PBRSU payout sinceretail peer group we disclosed in our proxy statement covering the introductiontime of PBRSUs in 2014.grant. TARGET CORPORATION Target Corporation 2018 Proxy Statement 43
| | | | TARGET CORPORATION 2021 Proxy Statement | 44 |
Back to Contents Price-Vested OptionsLooking ahead: changes to fiscal 2021 short-term incentive plan
As disclosedDesign changes to our go-forward incentive program reflect a wide range of potential outcomes in last year’s proxy statement,2021, based on expected volatility in April 2017 the Board approved Price-Vested Optionseconomy and consumer sentiment. This uncertainty is heightened by the unique mix of categories we sell, including discretionary categories like Apparel & Accessories, Hardlines, and Home Furnishings & Décor. Translating this uncertainty into an assessment of performance, and ultimately tying to help maintain continuitypayout levels, is challenging to prescribe at the onset of the executive team throughout this investment period, galvanize them aroundplan. While the key initiativescore structure of our program remains intact and reward success in this transformational effort. The Price-Vested Options serve as a supplemental compensation element based exclusively on stock price performance,continues to complement outstanding LTI awards throughsupport our strategy, we made the investment period announced in February 2017. The Price-Vested Options exercise price is equalfollowing design changes to the fair market value on May 22, 2017, the grant date. The key design features of the Price-Vested Options align management’s interests with shareholders:our fiscal 2021 STIP program to manage near-term uncertainty:
•●
VestingisBasedonBothTimeandStockPriceCriteria — The Price-Vested Options are not exercisable duringSeparated the first three years and will become exercisable only if Target’s stock price exceeds a hurdlefinancial component of $75 per share for 20 consecutive trading days within the seven-year term of the options.STIP into two equally weighted semi-annual periods.
•●
TheStockPriceCriteriaareChallenging — The performance hurdle of $75 per share maintainedShifted the at-goal weighting back to 67% financial and 33% team scorecard. This weighting was effectively used for our STIP program in fiscal 2017 through fiscal 2019, a period of 20 consecutive days is challenging, bothchallenged goal-setting, as we focused on aggressively investing in termsour business to emerge with a durable financial model.
At the conclusion of historic stock price levels and in relationfiscal 2021, the Committee intends to our share price onassess whether the dates of approval and grant.collective STIP financial outcomes are appropriate relative to full-year company performance. The $75 price hurdle was well above our average price forCommittee will consider holistic inputs to confirm the period between the February 2017 announcement and April 17, 2017 approval date, which was $54.62. The $75 price hurdle also represents a 35% premium over our closing price of $55.60 on May 22, 2017, the grant date. The 20-consecutive day requirement helps to mitigate temporary stock price fluctuations from influencing potential gains. Asreasonableness of the date of this proxy statement,payouts, including, but not limited to: market share performance, full-year 2021 results relative to prior year performance and goals set prior to the stock price criteria have not yet been achieved. •
MandatoryPost-ExerciseHoldingPeriod — The shares received upon exercise, net of exercise costs and taxes, are subject to a one-year post-exercise holding period, even if this period extends beyond termination of employment. During the post-exercise holding period, the shares received upon exercise may not be used by the executive in satisfying our stock ownership guidelines.
•
StrictForfeitureProvisions — For voluntary terminations, Price-Vested Options are completely forfeited if the executive leaves within the first three yearsonset of the grant date.
•
NoRetirement-BasedExtensions — Notably,Pandemic, stakeholder treatment, and in contrast to the termsimpact of macroeconomic factors. A visual depiction of our annual LTI awards, there are no retirement-based extensions of vesting or exercisability for these Price-Vested Options.2021 STIP is below.
• RelationshiptoOtherCompensationElements — 100% of
These changes will be described in our annual LTI grant features performance-based metrics that measure2022 Proxy Statement, in conjunction with our fiscal 2021 performance relative to our peers. The Committee believes the Price-Vested Options provide a market-based complement to the relative performance measures of the other outstanding compensation elements through the investment period announced in February 2017. We proactively disclosed detailed information about these awards in last year’s CD&A; however, the grant date fair values appear in the “Compensation tables” of this proxy statement since they were granted in fiscal 2017. Therefore, the grant date fair values of the Price-Vested Options are included in the “Option awards” column of the “Summary compensation table” on page 49.
Mr. Cornell and each of the other NEOs received Price-Vested Options with grant date fair values of $2 million and $1 million, respectively.payout results.
Other benefit elements We offer the following other benefit components designedbenefits to encourage retention of key talent including:our NEOs: •●
Pension plan. No pension plan is available to any employee hired after January 2009. We maintain a pension plan for team members originally 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 executive officers beyond extending the pension formula to earnings above the qualified plan limits or contributed to our deferred compensation plan. •●
401(k) plan. Available to all team members who work more thancompleted 1,000 hours for the company. There is no enhanced benefit for executives. •●
Deferred compensation plan. For a broad management group (approximately 3,500 eligible team members), we offer a non-qualified, unfunded, individual account deferred compensation plan. The plan has investment options that generally mirror ourthe Target 401(k) Plan.Plan, but also includes a fund based on Target common stock. •●
Perquisites. We provide certain perquisites to our executive officers, 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 Human Resources & Compensation Committee reviews these perquisites annually to ensure they are consistent with our philosophy and appropriate in magnitude. Mr. Cornell is only eligible for perquisites that serve a business purpose for Target or support his safety, health and well-being—well-being, such as home security, parking, executive physical, and personal use of company-owned aircraft for security reasons. ● Incomecontinuationplan. We provide an Income Continuation Plan (ICP) to executive officers who are involuntarily terminated without cause to assist in their occupational transitions. Greater detail on these componentsour pension plan, 401(k) plan, deferred compensation plan, and perquisites is provided in the footnotes and tables that follow the “Summary compensation table” on page 49. Income continuance
None50. See Note 2 to the “Table of our NEOs has an employment contract, enhanced change-of-control benefitspotential payments upon termination or rights to tax gross-ups. We provide an Income Continuance Policy (ICP) to executive officers who are involuntarily terminated without cause to assist in their occupational transitions. The maximum payment under this policy (paid during regular pay cycles over two years) is two timeschange-in control” for additional detail about the sum of base salary and the average of the last three years of short-term incentive and personal performance payments. In addition, any NEO who receives severance payments under our ICP also receives a $30,000 allowance for outplacement services.ICP.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 44
| | | | TARGET CORPORATION 2021 Proxy Statement | 45 |
Back to Contents Compensation governance Target’s executive compensation practices Practice | Description | More information | Pay for performance | A significant percentage of the total direct compensation package features performance-based metrics, including 100% of our annual LTI. | 37 | Robust stock ownership guidelines | We have stock ownership guidelines for executive officers of 7x base salary for CEO, 3x base salary for non-CEO executive officers, and $500,000 for directors. | 30 | Annual shareholder
“Say on Pay” | We value our shareholders’ input on our executive compensation programs. Our Board seeks an annual non-binding advisory vote from shareholders to approve the executive compensation disclosed in our CD&A, tabular disclosures, and related narrative of the 2021 Proxy Statement. | 64 | Double trigger change-in-control | We grant equity awards that require both a change-in-control and an involuntary termination or voluntary termination with good reason before vesting. | 56 | Annual compensation
risk assessment | A risk assessment of our compensation programs is performed on an annual basis to ensure that our compensation programs and policies do not incentivize excessive risk-taking behavior. | 48 | Clawback policy | Our policy allows recovery of incentive cash, equity compensation, and severance payments where a senior executive's intentional misconduct results in material financial or reputational harm or results in a need for a restatement of our consolidated financial statements. | 49 | Independent compensation consultant | The Human Resources & Compensation Committee retains an independent compensation consultant to advise on the executive compensation program and practices. | 46 | No hedging of company
stock | Executive officers and members of the Board may not directly or indirectly engage in transactions intended to hedge or offset the market value of Target common stock owned by them. | 49 | No pledging of company stock | Executive officers and members of the Board may not directly or indirectly pledge Target common stock as collateral for any obligation. | 49 | No tax gross-ups | We do not provide tax gross-ups to our executive officers. | | No dividends on unearned performance awards | We do not pay dividends on unearned performance awards. | 53 | No repricing or exchange
of underwater stock
options | Our equity incentive plan does not permit repricing or exchange of underwater stock options without shareholder approval. | | No employment contracts | We do not use employment contracts with our NEOs, except in special circumstances. | |
Process for determining executive compensation (including NEOs) Human Resources & Compensation Committee The Human Resources & Compensation Committee is responsible for determining the composition and value of the pay packages for all of our executive officers, including the CEO. The Human Resources & Compensation Committee receives assistance from two sources: (a) an independent compensation consulting firm, Semler Brossy, Consulting Group (SBCG); and (b) our internal executive compensation staff, led by our Executive Vice President & Chief Human Resources Officer. All decisions regarding executive compensation are made solely by the Human Resources & Compensation Committee. The Human Resources & Compensation Committee may not delegate its primary responsibility of overseeing executive officer compensation, but it may delegate to management the administrative aspects ofauthority for our compensation plans that do not involve the setting of compensation levels for executive officers. In addition, the Human Resources & Compensation Committee has established an Equity Subcommittee comprised of Ms. Austin,Lozano, Mr. Barrett, Mr. Darden, and Ms. Healey for the purposes of granting equity awards to members of the Board of Directors and any officers who are subject to Section 16 of the Exchange Act and to take any action required to be performed by a committee or subcommittee of “non-employee directors” to preserve the exemption available under Rule 16b-3 of the Exchange Act. Human Resources & Compensation Committee’s independent consultant SBCGSemler Brossy has been retained by and reports directly to the Human Resources & Compensation Committee and does not have any other consulting engagements with management or Target. The Committee assessed SBCG’sSemler Brossy’s independence in light of the SEC and NYSE listing standards and determined that no conflict of interest or independence concerns exist.
With respect to CEO compensation, SBCGSemler Brossy provides an independent recommendation to the Human Resources & | | | | TARGET CORPORATION 2021 Proxy Statement | 46 |
Back to Contents Compensation Committee, in the form of a range of possible outcomes, for the Human Resources & Compensation Committee’s consideration. In developing its recommendation, SBCGSemler Brossy relies on its understanding of Target’s business and compensation programs and SBCG’stheir own independent research and analysis. SBCGSemler Brossy does not meet with our CEO with respect to CEO compensation. SBCG alsoSemler Brossy provides an independent assessment of the CEO’s recommendations on NEO compensation to the Human Resources & Compensation Committee. Compensation of other executive officers and role of management In developing compensation recommendations for other executive officers, the Executive Vice President & Chief Human Resources Officer provides our CEO with market data on pay levels and compensation design practices provided by management’s external compensation consultants, Willis Towers Watson and Korn Ferry Hay Group, covering our retail and general industry peer group companies. Management’s outside consultants do not have any interaction with either the Human Resources & Compensation Committee or our CEO, but do interact with the Executive Vice President & Chief Human Resources Officer and her staff. In addition to providing market data, management’s external compensation consultants perform other services for Target unrelated to the determination of executive compensation. Our Executive Vice President & Chief Human Resources Officer and the CEO work together to develop our CEO’s compensation recommendations to the Human Resources & Compensation Committee for other executive officers. The CEO alone is responsible for providing final compensation recommendations for the other executive officers to the Human Resources & Compensation Committee. Benchmarking using compensation peer groups Peer group market positioning is another important factor considered in determining each executive officer’s Annual TDC. The Annual TDC levels and elements described in the preceding pages are evaluated annually for each executive officer 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 SBCGSemler Brossy and proprietary survey data assembled by Willis Towers Watson and Korn Ferry Hay 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 such, market position served as a reference point in the Annual TDC determination process rather than a formula-driven outcome. The retail peer group was formulated based on an initial screen of companies in the Global Industry Classification Standard retailing index with revenue from core retail operations greater than $15 billion. The retail peer group is also used within our LTI plans. Target’s relative performance compared to this peer group on key metrics determines overall payout for our PSU and PBRSU awards. 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. TARGET CORPORATION Target Corporation 2018 Proxy Statement 45
Back to Contents
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 SBCGSemler Brossy and approved by the Human Resources & Compensation Committee. In fiscal 2020, we added The following changes were madeGap Inc., Albertsons Companies, Inc., and Ross Stores, Inc. to ourthe retail peer groups in fiscal 2017. Retail peer group changes were to maintain our established revenue threshold of $15 billion. Wegroup. Raytheon Technologies Corporation replaced the three companiesUnited Technologies Corporation within ourthe general industry peer group due to maintain diverse industry representation while capturing new companies that we are more likely to competeits merger with for talent.United Technologies Corporation. Peer group changes
| Retail
| Added
Dollar Tree, Inc.
| | | General industry
| Added
NIKE, Inc.
Starbucks Corporation
Marriott International, Inc.
| Removed
Staples, Inc.
| | | Removed
Pfizer Inc.
The Dow Chemical Company
Deere & Company
| | | | | | | | | 20172020 peer groups
| Retail | Amazon.com,Albertsons Companies, Inc.
| The Kroger Co. | | General industry | 3M Company | McDonald’sMcDonald's Corporation
| Best Buy Co.,Amazon.com, Inc.
| Lowe’sLowe's Companies, Inc.
| | Abbott Laboratories | MetLife, Inc. | CostcoBest Buy Co., Inc.
Wholesale Corporation
| Macy’s,Macy's, Inc.
| | Anthem, Inc. | Mondelez International, Inc. | Costco Wholesale Corporation | Nordstrom, Inc. | | Archer-Daniels-Midland Company | NIKE, Inc. | CVS Health Corporation | Publix Super Markets, Inc. | | Archer-Daniels-Midland CompanyCigna Corporation
| NIKE,PepsiCo, Inc.
| Dollar General Corporation | Rite Aid Corporation | | The Coca-Cola Company | PepsiCo, Inc.The Procter & Gamble Company
| Dollar Tree, Inc. | Sears Holdings CorporationRoss Stores, Inc.
| | Express Scripts Holding CompanyFedEx Corporation
| The Procter & Gamble CompanyRaytheon Technologies Corporation
| The Gap, Inc. | The TJX Companies, Inc. | | FedEx CorporationGeneral Mills, Inc.
| Starbucks Corporation | | | The Home Depot, Inc. | Walgreens Boots Alliance, Inc. | | General Mills, Inc.
| Time Warner Inc.
| | | Kohl’s Corporation
| Walmart Inc.
| | | Johnson & Johnson | United Parcel Service, Inc. | | | Kohl's Corporation | Walmart Inc. | | | Johnson Controls International plc | United Technologies CorporationUnitedHealth Group Incorporated
| | | | | | | Marriott International, Inc. | UnitedHealth Group Incorporated
|
| | | | TARGET CORPORATION 2021 Proxy Statement | 47 |
Back to Contents The following table summarizes our scale relative to our retail and general industry peer groups. The financial information reflects fiscal year-end data available as of February 3, 2018:January 30, 2021: | 2017 peer group comparison(1)(2) | 2020 peer group comparison(1)(2) | Retail | General industry | Retail | General industry | | Revenues | | Market cap | Employees | | Revenues | | Market cap | Employees | | Revenues | Market cap | Employees | | Revenues | | Market cap | Employees | 25th Percentile | $ | 23,048 | $ | 13,951 | 127,000 | $ | 25,923 | $ | 59,201 | 58,000 | $ | 23,190 | $ | 8,374 | 116,875 | $ | 25,868 | $ | 67,349 | 75,400 | Median | $ | 36,839 | $ | 26,248 | 153,150 | $ | 57,244 | $ | 97,944 | 95,000 | $ | 42,678 | $ | 35,079 | 178,000 | $ | 64,656 | $ | 101,936 | 99,000 | 75th Percentile | $ | 117,495 | $ | 77,644 | 235,000 | $ | 63,476 | $ | 150,308 | 230,000 | $ | 126,599 | $ | 104,343 | 287,000 | $ | 74,094 | $ | 193,340 | 243,200 | Target Corporation | $ | 71,879 | $ | 40,224 | 345,000 | $ | 71,879 | $ | 40,224 | 345,000 | $ | 93,561 | $ | 90,725 | 409,000 | $ | 93,561 | $ | 90,725 | 409,000 | (1) All amounts in millions, except employees. | | (1) All dollar amounts in millions. | | (1) All dollar amounts in millions. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 46
Back to Contents
Compensation policies and risk Compensation risk assessment As part of our regular review of our compensation practices, we conduct an analysis of whether our compensation policies and practices for our employees create material risks to the company. Our risk assessment is two pronged. First, we take a “top-down” approach by evaluating whether our compensation programs and policies exacerbate top enterprise-wide risks. Next, we take a “bottom-up” approach to assess the following key compensation risk areas: performance measures, pay mix, goal setting and performance curve, leverage, magnitude of pay, calculation of performance, participant communication, severance, and corporate governance. The results of this analysis, which concluded that our policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company, were reviewed by the Human Resources & Compensation Committee’s independent consultant and discussed with the Human Resources & Compensation Committee. More specifically, this conclusion was based on the following considerations: Compensation risk considerations | Pay Mixmix | Compensation mix of base salary and short-term and long-term incentives provides compensation opportunities measured by a variety of time horizons to balance our near-term and long-term strategic goals. | Performance Metricsmetrics | 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 Goalsgoals | Goals are approved by our independent directors and take into account our historical performance, current strategic initiatives, and the expected macroeconomic environment. In addition, short-term and long-term incentive compensation programs are designed with payout curves and leverage that support our pay for performance philosophy. | Equity Incentivesincentives | Equity incentive programs and stock ownership guidelines are designed to align management and shareholder interests by providing vehicles for executive officers to accumulate and maintain an ownership position in the company. | Risk Mitigationmitigation Policiespolicies | We incorporate several risk mitigation policies into our officer compensation program, including: •●
The Human Resources & Compensation Committee’s ability to use “negative discretion” to determine appropriate payouts under formula-based plans;plans, •●
A clawback policy to recover incentive compensation that was based on inaccurateif an executive officer's intentional misconduct results in material financial statements;or reputational harm, or results in a need for a restatement of our consolidated financial statements, •●
Stock ownership guidelines for executive officers and directors;directors, and •●
Anti-hedging and anti-pledging policies. |
| | | | TARGET CORPORATION 2021 Proxy Statement | 48 |
Back to Contents Clawback policy Our clawback policy, which covers all senior executives, was expanded in early 2018 to cover material financial or material reputational harm. Previously, the policy was only triggered if there was intentional misconduct that resulted in a restatement of our consolidated financial statements. The expanded policy allows for recovery of compensation if a senior executive’sexecutive's intentional misconduct: •●
violates the law, our code of conduct,ethics, or any significant ethics or compliance policy;policy, and •●
results in material financial harm or material reputational harm or results in a need for a restatement of our consolidated financial statements. The compensation elements that are subject to recovery under this policy include:include all: •●
All amounts paid under the STIP (including any discretionary payments);,
•●
All awards under the Long-Term Incentive Planour LTI plans whether exercised, vested, unvested, or deferred;deferred, and
•●
All amounts paid under the ICP.
All recoveries are determined in the discretion of the Human Resources & Compensation Committee. Anti-hedging and anti-pledging policy Executive officers and members of the Board of Directors may not directly or indirectly engage in capital transactions intended to hedge or offset the market value of Target common stock owned by them, nor may they pledge Target common stock owned by them as collateral for any loan. All of our executive officers and members of the Board of Directors are in compliance with this policy. TARGET CORPORATION Target Corporation 2018 Proxy Statement 47
Back Target's anti-hedging and anti-pledging policies do not apply to Contentsother employees.
Grant timing practices During fiscal 2017, the Human Resources & Compensation Committee approved a shift in the timing of our annual equity grants for executive officers and the Board of Directors so that those grants occur in March of each year, instead of our previous practice of granting equity in January, which is the last month of our fiscal year. This grant timing shift was made to ensure that the full-year financial results for the most recently completed fiscal year may be considered prior to making the grants and to align the grant timing of executive officers and members of the Board of Directors with the grant timing for all other team members who receive equity grants. In addition to the annual equity grants mentioned above, theThe 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 grant is made at the March Board meeting. The Board has retained discretion to change the annual grant date in the future under appropriate circumstances. ● We have no practice or policy of coordinating or timing the release of company information around our grant dates. •●
We occasionally grant equity compensation to executive officers outside of our annual LTI grant 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. Compensation tax policyapproach OurConsistent with our guiding principles, our annual short-term incentives and long-term compensation programs paidequity awards impose performance conditions for our CEO and named executive officers. Prior to the Tax Cuts and Jobs Act (Tax Act) passing in fiscal 2017, we were intendedable to qualify as deductiblededuct most of our performance-based executive compensation under Section 162(m) of the Internal Revenue Code (IRC). The performance-basedWhile the Tax Act significantly reduced the amount of compensation exceptionwe can deduct under IRC Section 162(m) will apply, our pay-for-performance philosophy remains central to a significantly less portion of theour compensation paid in fiscal 2018 and later years because of the changes made by the Tax Cuts and Jobs Act of 2017. Our focus on pay for performance goes well beyond the steps we took to comply with IRC Section 162(m), and we will maintain that focus despite our inability to deduct performance-based compensation going forward.programs.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 48
| | | | TARGET CORPORATION 2021 Proxy Statement | 49 |
Back to Contents Compensation tables 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. During fiscal 2017 we shifted the timing of our annual equity grants for executive officers so that those grants occur in March of each year, instead of our previous practice of granting equity to executive officers in January, which is the last month of our fiscal year. This grant timing shift was made to ensure that the full-year financial results for the most recently completed fiscal year may be considered prior to making the grants and to align the grant timing of executive officers and members of our Board of Directors with the grant timing for all other team members who receive annual equity grants. Due to this grant timing shift, the equity grant that would have traditionally been made in January 2018 during fiscal 2017 was instead made in March 2018 during fiscal 2018. As a result, the executive officers’ compensation for fiscal 2017 was significantly lower than prior years because it did not include any annual equity grants, which would have been found in the “Stock awards” column below.
Name and
principal position | Fiscal year | Salary | Bonus(1) | Stock
awards(2)(3) | Option
awards(4) | Non-equity
incentive plan compensation(5) | Change
in pension
value and nonqualified deferred compensation earnings(6) | All other compensation(7) | Total | Brian C. Cornell
Chairman & Chief
Executive Officer | 2017 | $ | 1,300,000 | $ | 0 | $ | 0 | $ | 2,000,001 | $ | 4,836,000 | $ | 0 | $ | 263,208 | $ | 8,399,210 | 2016 | $ | 1,300,000 | $ | 0 | $ | 9,650,837 | $ | 0 | $ | 0 | $ | 0 | $ | 330,532 | $ | 11,281,369 | 2015 | $ | 1,300,000 | $ | 0 | $ | 13,422,958 | $ | 0 | $ | 1,950,000 | $ | 0 | $ | 273,379 | $ | 16,946,337 | Cathy R. Smith
Executive Vice
President & Chief
Financial Officer | 2017 | $ | 800,000 | $ | 432,000 | $ | 0 | $ | 1,000,004 | $ | 993,067 | $ | 0 | $ | 87,266 | $ | 3,312,337 | 2016 | $ | 798,558 | $ | 240,000 | $ | 3,301,662 | $ | 0 | $ | 0 | $ | 0 | $ | 99,123 | $ | 4,439,343 | 2015 | $ | 290,000 | $ | 608,750 | $ | 5,683,978 | $ | 0 | $ | 161,313 | $ | 0 | $ | 788,775 | $ | 7,532,815 | John J. Mulligan
Executive Vice
President & Chief
Operating Officer | 2017 | $ | 1,000,000 | $ | 540,000 | $ | 0 | $ | 1,000,004 | $ | 1,241,333 | $ | 82,067 | $ | 545,102 | $ | 4,408,506 | 2016 | $ | 1,000,000 | $ | 300,000 | $ | 5,079,385 | $ | 0 | $ | 0 | $ | 55,765 | $ | 595,493 | $ | 7,030,643 | 2015 | $ | 1,000,000 | $ | 387,000 | $ | 8,091,035 | $ | 0 | $ | 534,000 | $ | 4,063 | $ | 377,385 | $ | 10,393,482 | Michael E. McNamara Executive Vice
President, Chief
Information &
Digital Officer | 2017 | $ | 725,000 | $ | 391,500 | $ | 0 | $ | 1,000,004 | $ | 899,967 | $ | 0 | $ | 56,596 | $ | 3,073,067 | 2016 | $ | 725,000 | $ | 217,500 | $ | 3,301,662 | $ | 0 | $ | 0 | $ | 0 | $ | 61,423 | $ | 4,305,585 | 2015 | $ | 468,462 | $ | 924,000 | $ | 8,015,929 | $ | 0 | $ | 258,100 | $ | 0 | $ | 293,636 | $ | 9,960,127 | Janna A. Potts
Executive Vice
President &
Chief Stores
Officer
| 2017 | $ | 675,000 | $ | 364,500 | $ | 0 | $ | 1,000,004 | $ | 837,900 | $ | 38,243 | $ | 103,520 | $ | 3,019,167 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) For NEOs other than our CEO, the “Bonus” amount shows actual payouts earned under our STIP for the team scorecard component in 2017 and 2016 and the personal component for 2015. The CEO has no team scorecard or personal component to his 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 Note 26, Share-Based Compensation, to our consolidated financial statements in our 2017 Annual Report and our 2016 Annual Report, respectively, for a description of our accounting and the assumptions used. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 49
Back to Contents
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 | | | 2020 | | | $ | 1,400,000 | | | $ | 1,120,000 | | | $ | 12,266,366 | | | $ | 4,480,000 | | | $ | 0 | | | $ | 488,822 | | | $ | 19,755,188 | | Chairman & Chief | | | 2019 | | | $ | 1,400,000 | | | $ | 0 | | | $ | 13,623,153 | | | $ | 3,322,667 | | | $ | 0 | | | $ | 592,543 | | | $ | 18,938,363 | | Executive Officer | | | 2018 | | | $ | 1,384,615 | | | $ | 0 | | | $ | 9,995,883 | | | $ | 5,266,195 | | | $ | 0 | | | $ | 557,376 | | | $ | 17,204,069 | | Michael J. Fiddelke(7) | | | 2020 | | | $ | 625,000 | | | $ | 250,000 | | | $ | 1,729,915 | | | $ | 1,000,000 | | | $ | 11,584 | | | $ | 88,783 | | | $ | 3,705,282 | | Executive Vice | | | 2019 | | | $ | 540,192 | | | $ | 138,563 | | | $ | 2,190,598 | | | $ | 348,413 | | | $ | 10,897 | | | $ | 85,817 | | | $ | 3,314,480 | | President & Chief | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John J. Mulligan | | | 2020 | | | $ | 1,000,000 | | | $ | 400,000 | | | $ | 5,242,027 | | | $ | 1,600,000 | | | $ | 272,541 | | | $ | 2,842,143 | | | $ | 11,356,711 | | Executive Vice | | | 2019 | | | $ | 1,000,000 | | | $ | 450,000 | | | $ | 6,491,932 | | | $ | 795,067 | | | $ | 178,491 | | | $ | 1,576,064 | | | $ | 10,491,554 | | President & Chief | | | 2018 | | | $ | 1,000,000 | | | $ | 350,000 | | | $ | 5,126,087 | | | $ | 1,270,933 | | | $ | 9,396 | | | $ | 819,317 | | | $ | 8,575,733 | | Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael E. McNamara | | | 2020 | | | $ | 725,000 | | | $ | 290,000 | | | $ | 3,512,229 | | | $ | 1,160,000 | | | $ | 0 | | | $ | 101,733 | | | $ | 5,788,962 | | Executive Vice | | | 2019 | | | $ | 725,000 | | | $ | 326,250 | | | $ | 4,762,233 | | | $ | 576,423 | | | $ | 0 | | | $ | 203,108 | | | $ | 6,593,014 | | President & Chief | | | 2018 | | | $ | 725,000 | | | $ | 253,750 | | | $ | 3,332,033 | | | $ | 921,427 | | | $ | 0 | | | $ | 123,958 | | | $ | 5,356,168 | | Information Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Don H. Liu | | | 2020 | | | $ | 650,000 | | | $ | 260,000 | | | $ | 2,621,013 | | | $ | 1,040,000 | | | $ | 0 | | | $ | 110,410 | | | $ | 4,681,423 | | Executive Vice | | | 2019 | | | $ | 650,000 | | | $ | 292,500 | | | $ | 3,620,968 | | | $ | 516,793 | | | $ | 0 | | | $ | 120,372 | | | $ | 5,200,633 | President and Chief
Legal & Risk Officer | | | 2018 | | | $ | 650,000 | | | $ | 227,500 | | | $ | 2,563,081 | | | $ | 826,107 | | | $ | 0 | | | $ | 64,676 | | | $ | 4,331,364 |
(3)(1)
DueThe “Bonus” amount shows actual payouts earned under our STIP for the team scorecard component. For fiscal 2019, Mr. Fiddelke’s “Bonus,” like the other NEOs, includes the team scorecard component attributable to time spent as a NEO upon becoming Executive Vice President & Chief Financial Officer, but also includes the actual payouts made under the discretionary component of STIP applicable to the shifttime he served in the timing of our annual equity grants for executive officers from January to March, which is described in the introduction to the “Summary compensation table” on page 49 and the CD&A on page 41, there were no Stock Awards granted in fiscal 2017.his prior role as Senior Vice President, Operations.
(4)(2)
RepresentsAmounts represent the aggregate grant date fair value of Price-Vested Options describedawards made each fiscal year, as computed in accordance with FASB ASC Topic 718. See Notes 22 and 21, Share-Based Compensation, to our consolidated financial statements in the CD&A2020 Annual Report and the 2019 Annual Report, respectively, for a description of our accounting and the assumptions used.
(3) Represents the aggregate grant date fair value of PSUs and PBRSUs that were computed based on page 44. The Price-Vested Options are not exercisable during the first three yearsprobable outcome of the performance conditions as of the grant date. Actual payments will be based on degree of attainment of the performance conditions and will become exercisable only if Target’sour stock price exceeds a hurdleon the settlement date. The range of $75 per sharepayments for 20 consecutive trading days within the seven-year term of the options.PSUs granted in fiscal 2020 is as follows: |
| | | | | | | | | | | | | | | Minimum | | | Amount | | | Maximum | | | Name | | amount | | | reported | | | amount | | | Mr. Cornell | | | | | | | | | | | | | | PSU Granted 3/11/20 | | $ | 0 | | | $ | 7,020,068 | | | $ | 14,040,136 | | | Mr. Fiddelke | | | | | | | | | | | | | | PSU Granted 3/11/20 | | $ | 0 | | | $ | 990,015 | | | $ | 1,980,030 | | | Mr. Mulligan | | | | | | | | | | | | | | PSU Granted 3/11/20 | | $ | 0 | | | $ | 3,000,033 | | | $ | 6,000,066 | | | Mr. McNamara | | | | | | | | | | | | | | PSU Granted 3/11/20 | | $ | 0 | | | $ | 2,010,018 | | | $ | 4,020,036 | | | Mr. Liu | | | | | | | | | | | | | | PSU Granted 3/11/20 | | $ | 0 | | | $ | 1,500,016 | | | $ | 3,000,032 |
| | | | TARGET CORPORATION 2021 Proxy Statement | 50 |
Back to Contents (5)(4)
The “Non-Equity Incentive Plan Compensation”“Non-equity incentive plan compensation” amount shows actual payouts earned under the financial component of our STIP. (6)(5)
For fiscal 2017, the following amounts are related to2020, the change in the qualified pension plan value:amount was $11,584 for Mr. Fiddelke and $272,541 for Mr. Mulligan. Mr. Cornell, Mr. McNamara, and Mr. Liu are not eligible for the Target Corporation Pension Plan (Pension Plan) or any supplemental pension plans because they were hired after January 2009. Consistent with applicable law, the accrued benefits under the Pension Plan cannot be reduced; however, the present value of the benefit is dependent on the discount rate used. The discount rates used in fiscal 2020, 2019, and 2018 were 2.84%, 3.13%, and 4.28%, respectively. The “Change in pension value” column reflects the additional pension benefits attributable to additional service, increases in eligible earnings, and changes in the discount rate. (6) The “All other compensation” amounts reported for fiscal 2020 include the elements in the following table. |
| Name | Change in Pension Value | | | Mr. Mulligan | | $ | 82,067 | | | Ms. Potts | | $ | 38,243 | |
| | | | | | | | | | | | | | | | | | | Name | | Restored match credits | | | Life insurance | | | SPP credits | | | Perquisites | | | Total | | | Mr. Cornell | | $ | 236,133 | | | $ | 23,760 | | | $ | 0 | | | $ | 228,929 | | | $ | 488,822 | | | Mr. Fiddelke | | $ | 55,599 | | | $ | 3,808 | | | $ | 21,951 | | | $ | 7,425 | | | $ | 88,783 | | | Mr. Mulligan | | $ | 112,253 | | | $ | 239 | | | $ | 2,708,641 | | | $ | 21,010 | | | $ | 2,842,143 | | | Mr. McNamara | | $ | 81,384 | | | $ | 15,480 | | | $ | 0 | | | $ | 4,869 | | | $ | 101,733 | | | Mr. Liu | | $ | 72,965 | | | $ | 16,435 | | | $ | 0 | | | $ | 21,010 | | | $ | 110,410 |
Mr. Cornell, Ms. Smith and Mr. McNamaraRestoredmatchcredits. Restored match credits represent matching contributions made by Target into a participant's executive deferred compensation plan (EDCP) account where matching contributions for eligible pay are not eligible forable to be made into the participant's Target Corporation Pension401(k) Plan or any supplemental pension plansaccount because they were hired after January 2009. Consistent with applicable law, the accrued benefits under the pension plan cannot be reduced; however, the present valueof IRC limits. The amount of the benefit is dependent on the discount rate used. The discount rates used in fiscal 2017, 2016 and 2015 were 3.94%, 4.42% and 4.71%, respectively. The “Change in pension value” column reflects the additional pension benefits attributable to additional service, increases in eligible earnings and changes in the discount rate.
(7)
The amounts reported for fiscal 2017 include matchingrestored match credits ofmay represent up to a maximum of 5% of cash compensationeligible pay allocated between the participant's Target 401(k) Plan and our current executive deferred compensation plan (EDCP),EDCP accounts. The 5% match rate is the same for all team members.
Lifeinsurance. Life insurance represents the dollar value of life insurance premiums paid by Target, credits to the EDCP representing annual changes in supplemental pension plan values, relocation benefits and perquisites.Target. | Name | Match credits | Life insurance | SPP credits | Perquisites | Total | | | Mr. Cornell | $ | 64,350 | $ | 15,568 | $ | 0 | $ | 183,290 | $ | 263,208 | | | Ms. Smith | $ | 52,000 | $ | 9,127 | $ | 0 | $ | 26,139 | $ | 87,266 | | | Mr. Mulligan | $ | 65,000 | $ | 8,327 | $ | 447,831 | $ | 23,944 | $ | 545,102 | | | Mr. McNamara | $ | 47,125 | $ | 8,011 | $ | 0 | $ | 1,460 | $ | 56,596 | | | Ms. Potts | $ | 26,817 | $ | 7,485 | $ | 35,665 | $ | 33,553 | $ | 103,520 | |
SupplementalSPP PensionPlans.Credits. The SPP Credits for our NEOscredits represent additional accruals of supplemental pension plan benefits that are credited to their deferred compensationEDCP accounts. These benefits are based on our normal pension formulas. As applicable, they are affected by final average pay, service, age, and changes in interest rates. The increase in the “All other compensation” amounts from fiscal 2019 to fiscal 2020 for Mr. Mulligan was due to a larger amount of SPP credits, which was driven by both a significant decline in interest rates as well as Mr. Mulligan attaining age 55 while employed with Target, which eliminated a reduction in pension benefits for early retirement. See the narrative following the “Pension benefits for fiscal 2017”2020” table for more information about our pension plans.plans, including details on Mr. Mulligan's benefit formula, which was only available to active participants in the Pension Plan prior to 2003.
Perquisites.Perquisites. The perquisites for our NEOs other than Mr. Cornell typically consist of reimbursement of financial management expenses, reimbursement of home security expenses, on-site parking, spousal travel on business trips, limited personal use of company-owned aircraft (including use to travel to outside board meetings), and executive physicals. Mr. Cornell is eligible only for perquisites that serve a business purpose for Target or support his safety, health, and well-being, namely: reimbursement of home security expenses, on-site parking, executive physical, and personal use of company-owned aircraft (including use to travel to outside board meetings) for security reasons. The only individual perquisiteperquisites that exceeded $25,000 waswere Mr. Cornell’s personal use of company-owned aircraft for security reasons, which amounted to $173,427.$214,355. No tax gross-up isgross-ups are provided on this perquisite.these perquisites.
The dollar amount of perquisites represents the incremental cost of providing the perquisite. We generally measure incremental cost by the additional variable costs attributable to personal use, and we disregard fixed costs that do not change based on usage. Incremental cost for personal use of company-owned aircraft was determined by including fuel cost, landing fees, on-board catering, and variable maintenance costs attributable to personal flights, and related unoccupied positioning, or “deadhead,” flights. In addition to the perquisites included in the table in this footnote, the NEOs occasionally use support staff time for personal matters, principally to allow them to devote more time to our business, and receive personal use of empty seats on business flights of company-owned aircraft, and personal use of event tickets when such tickets are not being used for business purposes, each of which are benefits for which we have no incremental cost. (7) TARGET CORPORATION Target Corporation 2018 Proxy Statement 50Mr. Fiddelke’s salary of $625,000 for his role as Executive Vice President & Chief Financial Officer did not change from fiscal 2019 to fiscal 2020. The increased salary amount for fiscal 2020 compared to fiscal 2019 was due to Mr. Fiddelke serving part of fiscal 2019 in his current role, and the other part of the year at a lower salary in his prior role as Senior Vice President, Operations.
| | | | TARGET CORPORATION 2021 Proxy Statement | 51 |
Back to Contents Grants of plan-based awards in fiscal 20172020 As described in the CD&A on page 41 and in the introduction to the “Summary compensation table” on page 49, during fiscal 2017 we shifted the timing of our annual equity grants for executive officers so that those grants occur in March of each year, instead of our previous practice of granting equity to executive officers in January, which is the last month of our fiscal year. Due to this grant timing shift, the equity grant that would have traditionally been made in January 2018 during fiscal 2017 was instead made in March 2018 during fiscal 2018. The only plan-based equity awards granted in fiscal 2017 were the Price-Vested Options described on page 44 of the CD&A.
Name | Grant date | | Estimated possible payouts under non-equity incentive
plan awards(1) | | All other option awards: Number of securities underlying options (#)(2) | | Grant date fair value of option awards(3) | Grant date | Estimated possible payouts
under non-equity incentive
plan awards(1) | | Estimated future payouts
under equity incentive
plan awards(2) | | Grant date fair value of stock awards(3) | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | Threshold (#) | | Target (#) | | Maximum (#) | Brian C. Cornell | 3/8/17 | | $ | 975,000 | $ | 2,470,000 | $ | 5,200,000 | | | | | 3/11/20 | $ | 448,000 | $ | 2,240,000 | $ | 4,480,000 | | | | | | | | | | | 5/22/17 | | | | | | | | | 294,551 | $ | 2,000,001 | 3/11/20 | | 33,360 | | 44,479 | | 55,599 | $ | 5,246,298 | Cathy R. Smith | 3/8/17 | | $ | 104,000 | $ | 720,000 | $ | 1,600,000 | | | | | | | | 3/11/20 | | 0 | | 66,718 | | 133,436 | $ | 7,020,068 | Michael J. Fiddelke | | 3/11/20 | $ | 100,000 | $ | 500,000 | $ | 1,000,000 | | | | 3/11/20 | | 4,705 | | 6,273 | | 7,842 | $ | 739,900 | | 5/22/17 | | | | | | | | | 147,276 | $ | 1,000,004 | 3/11/20 | | 0 | | 9,409 | | 18,818 | $ | 990,015 | John J. Mulligan | 3/8/17 | | $ | 130,000 | $ | 900,000 | $ | 2,000,000 | | | | | 3/11/20 | $ | 160,000 | $ | 800,000 | $ | 1,600,000 | | | 5/22/17 | | | | | | | | | 147,276 | $ | 1,000,004 | 3/11/20 | | 14,256 | | 19,008 | | 23,760 | $ | 2,241,994 | | | 3/11/20 | | 0 | | 28,512 | | 57,024 | $ | 3,000,033 | Michael E. McNamara | 3/8/17 | | $ | 94,250 | $ | 652,500 | $ | 1,450,000 | | | | | 3/11/20 | $ | 116,000 | $ | 580,000 | $ | 1,160,000 | | | 5/22/17 | | | | | | | | | 147,276 | $ | 1,000,004 | 3/11/20 | | 9,552 | | 12,736 | | 15,920 | $ | 1,502,211 | Janna A. Potts | 3/8/17 | | $ | 87,750 | $ | 607,500 | $ | 1,350,000 | | | | | | | 5/22/17 | | | | | | | | | 147,276 | $ | 1,000,004 | 3/11/20 | | 0 | | 19,103 | | 38,206 | $ | 2,010,018 | (1) Awards represent potential payments under the current STIP. Payments are based on specified target levels of Incentive EBIT and Total Adjusted Sales, as described in the CD&A. Executive officers must be employed on the date the payments are made (typically in March of each year with respect to the preceding fiscal year) to be eligible for a payment, 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 is the annual plan maximum, which is generally four times salary for our CEO and two times salary for executive officers other than our CEO. (2) Awards represent Price-Vested Options granted under our Amended and Restated 2011 Long-Term Incentive Plan in fiscal 2017. See page 44 of the CD&A for a more detailed description of those awards. The terms of the Price-Vested Options are also described in Note 2 to the “Outstanding equity awards at 2017 fiscal year-end” table. (3) Grant date fair value for Price-Vested Options was determined pursuant to FASB ASC Topic 718. | | Don H. Liu | | 3/11/20 | $ | 104,000 | $ | 520,000 | $ | 1,040,000 | | | | 3/11/20 | | 7,128 | | 9,504 | | 11,880 | $ | 1,120,997 | | | 3/11/20 | | 0 | | 14,256 | | 28,512 | $ | 1,500,016 | (1) Awards represent potential payments under the financial component of our annual STIP in fiscal 2020, which are based on specified target levels of Incentive Operating Income and Sales, as described on pages 41-42 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.” 80% of the annual STIP is based on the financial component, and 20% is based on the team scorecard component, as described on pages 41-42. The threshold, goal, and maximum payouts for the team scorecard component as a percentage of base salary, which are not included in the table above, are described on page 41 of the CD&A. To be eligible for a payment under the annual STIP, executive officers 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 executive officers other than our CEO. (2) Awards represent potential payments under PSUs and PBRSUs granted in fiscal 2020. See the CD&A for a more detailed description of the performance measures for those awards. The other terms of the PSUs and PBRSUs are described in Note 2 to the “Outstanding equity awards at 2020 fiscal year-end” table. (3) Grant date fair value for PSUs and PBRSUs was determined pursuant to FASB ASC Topic 718. | | (1) Awards represent potential payments under the financial component of our annual STIP in fiscal 2020, which are based on specified target levels of Incentive Operating Income and Sales, as described on pages 41-42 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.” 80% of the annual STIP is based on the financial component, and 20% is based on the team scorecard component, as described on pages 41-42. The threshold, goal, and maximum payouts for the team scorecard component as a percentage of base salary, which are not included in the table above, are described on page 41 of the CD&A. To be eligible for a payment under the annual STIP, executive officers 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 executive officers other than our CEO. (2) Awards represent potential payments under PSUs and PBRSUs granted in fiscal 2020. See the CD&A for a more detailed description of the performance measures for those awards. The other terms of the PSUs and PBRSUs are described in Note 2 to the “Outstanding equity awards at 2020 fiscal year-end” table. (3) Grant date fair value for PSUs and PBRSUs was determined pursuant to FASB ASC Topic 718. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 51
| | | | TARGET CORPORATION 2021 Proxy Statement | 52 |
Back to Contents Outstanding equity awards at 20172020 fiscal year-end Name | Option awards | | Stock awards | Option awards | | Stock awards | Number of securities underlying unexercised options(#) exercisable(1) | Number of securities underlying unexercised options(#) unexercisable(2) | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested(#)(3) | Market value
of shares or
units of stock
that have not vested(3) | Equity
incentive plan awards: number of unearned shares, units or other rights that have not vested(#)(4) | Equity
incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(4) | Number of securities underlying unexercised options(#) exercisable(1) | Number of securities underlying unexercised options(#) unexercisable | Option exercise price | Option expiration 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 | 0 | 294,551 | $ | 55.60 | 04/17/2024 | | | | | 372,196 | $ | 27,151,698 | | | | | | | | | 489,713 | $ | 88,721,304 | Cathy R. Smith | 0 | 147,276 | $ | 55.60 | 04/17/2024 | | | | | 101,700 | $ | 7,419,015 | | Michael J. Fiddelke | | 17,819 | 0 | $ | 55.60 | 04/17/2024 | | 5,863 | $ | 1,062,200 | 66,522 | $ | 12,051,791 | John J. Mulligan | 11,557 | 0 | $ | 55.46 | 01/12/2021 | | | | | 156,460 | $ | 11,413,757 | | 223,943 | $ | 40,571,753 | | 29,833 | 0 | $ | 48.88 | 01/11/2022 | | | | | | | | | | 76,983 | 0 | $ | 50.51 | 01/24/2022 | | | | | | | | | | 139,018 | 0 | $ | 60.48 | 01/09/2023 | | | | | | | | | | 0 | 147,276 | $ | 55.60 | 04/17/2024 | | | | | | | | | Michael E. McNamara | 0 | 147,276 | $ | 55.60 | 04/17/2024 | | | | | 101,700 | $ | 7,419,015 | | 159,052 | $ | 28,815,451 | Janna A. Potts | 3,978 | 0 | $ | 48.88 | 01/11/2022 | | | | | 48,496 | $ | 3,537,783 | | | 10,427 | 0 | $ | 60.48 | 01/09/2023 | | | | | | | | | | 0 | 147,276 | $ | 55.60 | 04/17/2024 | | 1,386 | $ | 101,109 | | | | | (1) Stock options (other than Price-Vested Options, the terms of which are described in Note 2 to this table) have a ten-year term and generally vest and become exercisable in 25% increments on each anniversary of the grant date. In general, recipients of stock options must be continuously employed from the grant date to the applicable vesting date to become vested. If an executive officer’s employment is terminated other than for cause, unvested stock options are forfeited and the executive officer will have 210 days to exercise any vested stock options. An extension of the vesting and post-termination exercise periods may be provided (but not in excess of the original ten-year term of the option) if the executive officer satisfies certain age and years of service conditions as of the date of termination, as follows: | | Don H. Liu | | | 120,163 | $ | 21,769,931 | (1) Represents shares issuable under outstanding RSUs granted to Mr. Fiddelke in roles he had with Target prior to being appointed to the position of Executive Vice President & Chief Financial Officer on November 1, 2019. Those RSUs vest in one-fourth increments on each of the first four 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. Fiddelke must generally be continuously employed for four 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. (2) The shares reported in these columns represent potentially issuable shares under outstanding PSUs, PBRSUs, and Durable Model Awards. Durable Model Awards, which are described in more detail in the proxy statement for the 2020 Annual Meeting, are PSUs that will be earned based on Target's sales growth, operating income dollar growth, and three-year average ROIC over the three-year period starting in fiscal 2020 and ending in fiscal 2022. PSUs, PBRSUs, and Durable Model Awards represent the right to receive a variable number of shares based on actual performance over the performance period. The number of shares reported is based on our actual performance results through the end of fiscal 2020 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. The market value of stock reported is calculated by multiplying the number of shares by our 2020 fiscal year-end closing stock price of $181.17. As of the end of the 2020 fiscal year, actual performance results for the PSUs, PBRSUs, and Durable Model Awards were above the target level. Based on that performance, the amounts in these columns represent payouts at the maximum level. Dividend equivalents are accrued (in the form of additional units) on PSUs, PBRSUs, and Durable Model Awards, respectively, during the vesting period and are subject to the same performance and other conditions as the underlying PSUs, PBRSUs, and Durable Model Awards. The dividend equivalents are converted to shares if and after the underlying PSUs, PBRSUs, and Durable Model Awards vest. The payment date of the awards, to the extent they are earned, will generally be within 90 days after the date the Human Resources & Compensation Committee certifies the financial results following completion of the performance period. In addition, PSUs and PBRSUs granted on or after March 11, 2020 and the Durable Model Awards are subject to non-solicitation covenants. Recipients must be continuously employed during the performance period to become vested, except that 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”): ● For PSUs and PBRSUs only, executive officer is age 55 or greater and has at least 5 years of service, ● For PSUs only, the executive officer is age 45-54, has at least 15 years of service, and has worked for a specified minimum amount of the performance period (1-2 years, depending on age), or ● For PBRSUs only, 50% of the shares subject to an award will vest if the recipient is involuntarily terminated without cause prior to the scheduled vesting date. To receive these vesting-extension provisions, the executive officer must sign an agreement that releases any claims against us and includes non-competition and non-solicitation covenants. If the termination is voluntary, the executive officer must also have commenced discussions with the company regarding the executive officer's consideration of termination at least six months prior to termination. These vesting-extension provisions are not available if an executive officer’s employment is terminated for cause. If an executive officer’s employment is terminated for cause, then all PSUs, PBRSUs, and Durable Model Awards are forfeited. | | (1) Represents shares issuable under outstanding RSUs granted to Mr. Fiddelke in roles he had with Target prior to being appointed to the position of Executive Vice President & Chief Financial Officer on November 1, 2019. Those RSUs vest in one-fourth increments on each of the first four 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. Fiddelke must generally be continuously employed for four 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. (2) The shares reported in these columns represent potentially issuable shares under outstanding PSUs, PBRSUs, and Durable Model Awards. Durable Model Awards, which are described in more detail in the proxy statement for the 2020 Annual Meeting, are PSUs that will be earned based on Target's sales growth, operating income dollar growth, and three-year average ROIC over the three-year period starting in fiscal 2020 and ending in fiscal 2022. PSUs, PBRSUs, and Durable Model Awards represent the right to receive a variable number of shares based on actual performance over the performance period. The number of shares reported is based on our actual performance results through the end of fiscal 2020 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. The market value of stock reported is calculated by multiplying the number of shares by our 2020 fiscal year-end closing stock price of $181.17. As of the end of the 2020 fiscal year, actual performance results for the PSUs, PBRSUs, and Durable Model Awards were above the target level. Based on that performance, the amounts in these columns represent payouts at the maximum level. Dividend equivalents are accrued (in the form of additional units) on PSUs, PBRSUs, and Durable Model Awards, respectively, during the vesting period and are subject to the same performance and other conditions as the underlying PSUs, PBRSUs, and Durable Model Awards. The dividend equivalents are converted to shares if and after the underlying PSUs, PBRSUs, and Durable Model Awards vest. The payment date of the awards, to the extent they are earned, will generally be within 90 days after the date the Human Resources & Compensation Committee certifies the financial results following completion of the performance period. In addition, PSUs and PBRSUs granted on or after March 11, 2020 and the Durable Model Awards are subject to non-solicitation covenants. Recipients must be continuously employed during the performance period to become vested, except that 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”): ● For PSUs and PBRSUs only, executive officer is age 55 or greater and has at least 5 years of service, ● For PSUs only, the executive officer is age 45-54, has at least 15 years of service, and has worked for a specified minimum amount of the performance period (1-2 years, depending on age), or ● For PBRSUs only, 50% of the shares subject to an award will vest if the recipient is involuntarily terminated without cause prior to the scheduled vesting date. To receive these vesting-extension provisions, the executive officer must sign an agreement that releases any claims against us and includes non-competition and non-solicitation covenants. If the termination is voluntary, the executive officer must also have commenced discussions with the company regarding the executive officer's consideration of termination at least six months prior to termination. These vesting-extension provisions are not available if an executive officer’s employment is terminated for cause. If an executive officer’s employment is terminated for cause, then all PSUs, PBRSUs, and Durable Model Awards are forfeited. |
| Options granted before
September 14, 2011 | | Options granted on or after
September 14, 2011 | | Age | Minimum years
of service | Vesting and exercise
extension period | Minimum years
of service | Vesting and exercise
extension period | | 65+ | 5 | 5 Years | | 10 | 10 Years | | 60-64 | 15 | 5 Years | | 10 | 10 Years | | 55-59 | 15 | 5 Years | | 15 | 5 Years | | 52-54 | 15 | 4 Years | | 15 | 4 Years | | 48-51 | 15 | 3 Years | | 15 | 3 Years | | 45-47 | 15 | 2 Years | | 15 | 2 Years | |
To receive these extension provisions, the executive officer must sign an agreement that includes a non-solicitation clause and a release of claims, and provides that the award will be terminated if the executive officer becomes employed by specified competitors. If the termination is voluntary, the executive officer must also have commenced discussions with the company regarding the executive officer’s consideration of termination at least six months prior to termination. These vesting-extension provisions are not available if an executive officer’s employment is terminated for cause. If an executive officer’s employment is terminated for cause, both the vested and unvested stock options are forfeited.
A five-year exercise period will apply in the event of the executive officer’s termination due to death or a disability, except that the exercise period will be ten years if the executive officer meets the described age and years of service requirements. The exercise period is not to exceed the original ten-year term of the option, except to the extent necessary to provide at least one year to exercise after the executive officer’s death during employment. Vesting is accelerated upon death and continues during the post-termination exercise period in the event of disability. Stock options are transferable during the life of the executive officer to certain family members and family-controlled entities.
(2)
Price-Vested Options have a seven-year term and are not exercisable during the first three years. Price-Vested Options will become exercisable only if Target’s stock price exceeds a hurdle of $75 per share for 20 consecutive trading days within the term of the Price-Vested Options. In general, recipients of Price-Vested Options must be continuously employed until both the price hurdle and three year period are met to become vested, and there are no retirement-based extensions of vesting or exercisability like those provided for other stock options described in Note 1. If a recipient’s involuntary termination occurs before April 17, 2019, then all Price-Vested Options are forfeited. If the recipient’s involuntary termination occurs on or after April 17, 2019, then 50% of the Price-Vested Options are forfeited and the recipient has one year after that involuntary termination for the remaining 50% of the Price-Vested Options to vest and to exercise those Price-Vested Options if they vest. If a recipient dies or becomes disabled before the Price-Vested Options vest, the Price-Vested Options will continue to vest until the later of (a) one year after the death or disability, or (b) April 17, 2021, and the Price-Vested Options must be exercised, if vested, by the later of those two dates.
Includes RSUs granted to Ms. Potts on August 10, 2015. Her RSUs will vest on the third anniversary of the grant date and, after vesting, 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 RSUs during the vesting period and converted to shares if and after the underlying RSUs vest. Ms. Potts must generally be continuously employed for three years from the grant date in order to receive the shares, except that in the event employment is involuntarily terminated without cause, 50% of Ms. Potts’ outstanding unvested RSUs will vest, provided that she signs a release agreement. Vesting is also accelerated in the event of death or disability.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 52
| | | | TARGET CORPORATION 2021 Proxy Statement | 53 |
Back to Contents The shares reported in this column represent potentially issuable shares under outstanding PSU and PBRSU awards. PSUs and PBRSUs represent the right to receive a variable number of shares based on actual performance over the performance period. The number of shares reported is based on our actual performance results through the end of fiscal 2017 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. The market value of stock reported is calculated by multiplying the number of shares by our 2017 fiscal year-end closing stock price of $72.95.
Dividend equivalents are accrued (in the form of additional units) on PSUs and PBRSUs, respectively, during the vesting period and are subject to the same performance and other conditions as the underlying PSUs and PBRSUs. The dividend equivalents are converted to shares if and after the underlying PSUs and PBRSUs vest.
The payment date of the awards, to the extent they are earned, will generally be within 90 days after the date the Human Resources & Compensation Committee certifies the financial results following completion of the performance period. Recipients must be continuously employed during the performance period to become vested, except that 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”):
•
For PSUs and PBRSUs only, executive officer is:
–
For awards granted on or after January 13, 2016 — Age 55 or greater and has at least 5 years of service; or
–
For awards granted before January 13, 2016 — Age 60 or greater and has at least 10 years of service or age 55-59 and has at least 15 years of service;
•
For PSUs only, the executive officer is age 45-54, has at least 15 years of service and has worked for a specified minimum amount of the performance period (1-2 years, depending on age); or
•
For PBRSUs only, 50% of the shares subject to an award will vest if the recipient is involuntarily terminated without cause prior to the scheduled vesting date and the executive officer signs an agreement that includes a non-solicitation clause and a release of claims, and provides that the award will be terminated if the executive officer becomes employed by specified competitors.
To receive these vesting-extension provisions, the executive officer must comply with the same conditions that are applicable to the vesting and post-termination extension of stock options that are described in Note 1 to this table. These vesting-extension provisions are not available if an executive officer’s employment is terminated for cause. If an executive officer’s employment is terminated for cause, then all PSUs and PBRSUs are forfeited.
The shares reported in this column also include make-whole PBRSUs granted to Mr. Cornell on August 21, 2014 to compensate him for incentive awards from his former employer he forfeited to join Target (Make-Whole PBRSUs), the last tranche of which vested and paid out in March 2018.
Option exercises and stock vested in fiscal 20172020 Name | Option awards | | Stock awards | Option awards | | Stock awards | Number of shares
acquired on
exercise (#) | Value realized
on exercise(1) | Number of shares acquired on
vesting (#) | Value realized
on vesting(2) | Number of shares
acquired on
exercise (#) | Value realized
on exercise(1) | Number of shares acquired on
vesting (#) | Value realized
on vesting(2) | Brian C. Cornell | 0 | $ | 0 | | 190,643 | $ | 12,754,619 | 294,551 | $ | 29,257,751 | | 207,956 | $ | 40,790,507 | Cathy R. Smith | 0 | $ | 0 | | 19,154 | $ | 1,377,601 | | Michael J. Fiddelke | | 19,000 | $ | 1,887,270 | | 6,770 | $ | 1,085,127 | John J. Mulligan | 0 | $ | 0 | | 58,261 | $ | 4,085,442 | 147,276 | $ | 9,992,677 | | 106,651 | $ | 20,919,578 | Michael E. McNamara | 0 | $ | 0 | | 29,322 | $ | 2,108,909 | 147,276 | $ | 15,053,080 | | 69,330 | $ | 13,599,051 | Janna A. Potts | 0 | $ | 0 | | 11,467 | $ | 771,991 | | (1) Value realized on exercise is calculated as the difference between the market value of Target common stock on the respective exercise date(s) and the exercise price of the option(s). (2) 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 Human Resources & Compensation 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 Human Resources & Compensation Committee certifies the shares that were earned. | | Don H. Liu | | 147,276 | $ | 10,395,722 | | 53,338 | $ | 10,462,214 | (1) “Value realized on exercise” is calculated as the difference between the market value of Target common stock on the respective exercise date(s) and the exercise price of the option(s). (2) “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 Human Resources & Compensation 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 Human Resources & Compensation Committee certifies the shares that were earned. | | (1) “Value realized on exercise” is calculated as the difference between the market value of Target common stock on the respective exercise date(s) and the exercise price of the option(s). (2) “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 Human Resources & Compensation 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 Human Resources & Compensation Committee certifies the shares that were earned. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 53
Back to Contents
Pension benefits for fiscal 20172020 Name(1) | Plan name | Age at FYE | Number of years
credited service(#) | Present value of
accumulated benefit | 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 | 44 | 16 | $ | 101,729 | $ | 0 | John J. Mulligan | Target Corporation Pension Plan | 52 | 21 | $ | 439,429 | Target Corporation Pension Plan | 55 | 24 | $ | 899,857 | $ | 0 | Janna A. Potts | Target Corporation Pension Plan | 50 | 29 | $ | 294,219 | | (1) Mr. Cornell, Ms. Smith and Mr. McNamara are not eligible for the Target Corporation Pension Plan or any supplemental pension plans because they were hired after January 2009. | | (1) Mr. Cornell, Mr. McNamara, and Mr. Liu are not eligible for the Target Corporation Pension Plan or any supplemental pension plans because they were hired after January 2009. | | (1) Mr. Cornell, Mr. McNamara, and Mr. Liu are not eligible for the Target Corporation Pension Plan or any supplemental pension plans because they were hired after January 2009. |
Pension plan The “Pension benefits for fiscal 2017”2020” table reports benefits under the Target Corporation Pension Plan, (Pension Plan), which is a tax qualified retirement plan that provides retirement benefits to eligible team members who were hired prior to January 2009. The Pension Plan uses two different benefit formulas: Final Average Pay and Personal Pension Account.Cash Balance Plan. Team members who were active participants in the Pension Plan prior to 2003 had the choice to have benefits for their service after December 31, 2002 calculated using either the Final Average Pay formulaFormula or the Personal Pension Account formula. Participants prior to 2003 who elected to have benefits for their service after December 31, 2002 calculated under the Personal Pension Account formula have benefits under both the Final Average Pay and Personal Pension Account formulas (Combined Formula).Cash Balance Plan Formula. The Pension Plan benefit for Ms. Potts is based on the Combined Formula and Mr. Mulligan’s benefitMulligan is based on the Final Average Pay formula.Formula. Since Mr. Fiddelke joined Target after December 31, 2002, his benefit is based on the Cash Balance Plan Formula. Final Average Pay Formula The Final Average Pay Formula is calculated using final average pay as limited by the IRC. The final average pay benefit, expressed as a monthly, single life annuity commencing at age 65, is equal to the sum of: (a) 0.8% of the participant’s final average monthly pay multiplied by the years of service (not to exceed 25 years of service), plus (b) 0.25% of the participants final average monthly pay multiplied by the years of service in excess of 25 years of service, plus (c) 0.5% of the participant’s final average monthly pay in excess of 12.5% of the average of the Social Security Taxable Wage Base for the 35-year period ending when the participant terminates employment multiplied by the years of service (not to exceed 25 years of service). Participants can elect among annuity forms that have an actuarially equivalent value. Early retirement payments may commence at age 55. Personal Pension Account BenefitCash Balance Plan Formula
The Personal Pension Account benefitCash Balance Plan Formula is determined by the value of the participant’s personal pensioncash balance plan account balance, which is credited each calendar quarter with both pay credits and interest credits. Pay credits to a participant’s personal pension account are based on a fixed percentage of the participant’s eligible pay for the quarter, subject to the annual IRC limit, ranging from 1.5% to 6.5%, depending upon the participant’s combined age and service. Interest credits to a participant’s personal pension account are generally made on the last day of the quarter based on the value of the account at the beginning of the quarter and at an interest rate of 4.64%. A participant’s personal pensioncash balance plan account balance is payable to the participant at any time after termination of employment in a form elected by the participant. | | | | TARGET CORPORATION 2021 Proxy Statement | 54 |
Back to Contents Supplemental pension plans We also provide benefits under supplemental pension plans, which are reflected in the “Nonqualified deferred compensation for fiscal 2017”2020” table. The Target Corporation Supplemental Pension Plan I (SPP I) restores the lost qualified Pension Plan benefit due to an officer’s eligible pay being greater than the annual compensation limits imposed by the IRC, and is based on the same benefit formulas used for determining benefits under the Pension Plan. The Target Corporation Supplemental Pension Plan II (SPP II) restores the lost qualified Pension Plan benefit due to amounts being deferred under the EDCP (our current deferred compensation plan) and therefore not considered for benefit purposes under the Pension Plan or SPP I. Each year, the annual change in the actuarial lump-sum amount of a participant’sparticipant's vested benefits under SPP I and II is calculated and added to, or deducted from, the participant’s EDCP account. A final calculation and an EDCP account adjustment occurs upon termination of employment. Because of the feature that annually transfers amounts to a participant’s EDCP account, the benefits accrued under SPP I and II are reflected as EDCP deferrals in the “Nonqualified deferred compensation for fiscal 2017”2020” table. TARGET CORPORATION Target Corporation 2018 Proxy Statement 54
Back to Contents
Nonqualified deferred compensation for fiscal 20172020 The amounts in the following table represent deferrals under the EDCP, which includes the supplemental pension benefits discussed in the preceding section. 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) | 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 | $ | 117,000 | $ | 51,500 | $ | 165,793 | $ | 0 | $ | 807,161 | $ | 350,000 | $ | 221,883 | $ | 1,045,970 | $ | 0 | $ | 4,348,885 | Cathy R. Smith | $ | 222,507 | $ | 38,500 | $ | 39,611 | $ | 0 | $ | 455,659 | | Michael J. Fiddelke | | $ | 93,750 | $ | 63,300 | $ | 83,587 | $ | 0 | $ | 871,145 | John J. Mulligan | $ | 139,067 | $ | 499,331 | $ | 586,415 | $ | 0 | $ | 3,625,755 | $ | 150,000 | $ | 2,806,644 | $ | 1,398,034 | $ | 251,081 | $ | 10,488,330 | Michael E. McNamara | $ | 100,823 | $ | 33,625 | $ | 19,075 | $ | 0 | $ | 244,245 | $ | 1,740,004 | $ | 67,134 | $ | 391,869 | $ | 0 | $ | 3,241,059 | Janna A. Potts | $ | 0 | $ | 48,790 | $ | 863,078 | $ | 0 | $ | 5,745,878 | | (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 supplemental pension benefits, net of any negative credits, and restored matching contributions on executive deferrals into the EDCP (i.e., matching contributions not able to be made into the Target 401(k) Plan because of IRC limits). Restored matching contributions became subject to a vesting requirement during fiscal 2017. Contributions made in fiscal 2017 and later years cliff vest five years after an executive first becomes eligible to participate in EDCP. The restored matching contributions made to Mr. Mulligan and Ms. Potts in 2017 are vested, while those made to Mr. Cornell, Ms. Smith and Mr. McNamara are not. (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 years 2006-2016. | | Don H. Liu | | $ | 162,500 | $ | 58,715 | $ | 80,857 | $ | 0 | $ | 653,207 | (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 supplemental pension benefits, net of any negative credits, 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 became subject to a vesting requirement during fiscal 2017. 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 2020, with the exception of Mr. Liu, are vested. (3) No amounts from aggregate earnings in the table have been reported in the current year “Summary compensation table.” (4) The following amounts of the aggregate balance from the table were reported in the summary compensation tables covering fiscal years 2006-2019. | | (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 supplemental pension benefits, net of any negative credits, 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 became subject to a vesting requirement during fiscal 2017. 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 2020, with the exception of Mr. Liu, are vested. (3) No amounts from aggregate earnings in the table have been reported in the current year “Summary compensation table.” (4) The following amounts of the aggregate balance from the table were reported in the summary compensation tables covering fiscal years 2006-2019. |
| | Reported in prior
years’ summary
compensation
tables | | Mr. Cornell | $ | 442,920 | | Ms. Smith | $ | 143,532 | | Mr. Mulligan | $ | 1,876,657 | | Mr. McNamara | $ | 0 | | Ms. Potts | $ | 0 |
| | Reported in prior
years’ summary
compensation
tables | | Mr. Cornell | $ | 1,991,317 | | Mr. Fiddelke | $ | 135,346 | | Mr. Mulligan | $ | 4,986,706 | | Mr. McNamara | $ | 849,072 | | Mr. Liu | $ | 272,289 |
Participants in the EDCP may generally elect to defer up to 80% of their salary, Bonus, and Non-Equity Incentive Plan payments. At any time, EDCP participants are permitted to choose to have their account balance indexed to crediting rate alternatives that generally mirror the investment choices and actual rates of return available under the Target 401(k) Plan, includingexcept that the EDCP alternatives also include a Target common stock fund. Target invests general corporate assets through various investment vehicles to offset a substantial portion of the economic exposure to the investment returns earned under EDCP. See Note 27,23, Defined Contribution Plans, to the consolidated financial statements in our 2017the 2020 Annual Report for additional information. At the time of deferral, participants can elect to receive a distribution of their EDCP account at a fixed date or upon termination of employment. EDCP payouts at a fixed date will be made as lump-sum payments. EDCP payouts made on termination of employment can be made as a lump-sum payment, or installment payments over five or ten years commencing immediately or one year after termination of employment. EDCP payouts are also made in the case of the termination of EDCP, a qualifying change-in-control, or unforeseeable financial emergency of the participant creating severe financial hardship. | | | | TARGET CORPORATION 2021 Proxy Statement | 55 |
Back to Contents The EDCP is intended to comply with IRC Section 409A. As a result, payments to executive officers based on a termination of employment will be delayed six months. The EDCP is an unfunded plan and represents a general unsecured obligation of Target. Participants’ account balances will be paid only if Target has the ability to pay. Accordingly, account balances may be lost in the event of Target’s bankruptcy or insolvency. TARGET CORPORATION Target Corporation 2018 Proxy Statement 55
Back to Contents
Potential payments upon termination or change-in-control This section explains the payments and benefits to which our currently employed NEOs are entitled in various termination of employment and change-in-control scenarios. The potential payments to the currently employed NEOs are hypothetical situations only, and assume that termination of employment and/or change-in-control occurred on February 3, 2018,January 30, 2021, the last day of our 20172020 fiscal year, and that any change-in-control was at our fiscal year-end closing stock price of $72.95$181.17 per share. Ashare (Year-End Stock Price). In general terms, we will experience a change-in-control, as defined in our compensation plans, whenever any of the following events occur: ● Our continuing directors cease to constitute a majority of our Board (any director who assumes office as a result of an actual or threatened contested election will not be considered to be a continuing director), ● Any person or group acquires 30% or more of our common stock, ● We merge with or into another company and our shareholders own less than 60% of the combined company, or ● Our shareholders approve an agreement or plan to liquidate or dissolve our company. Where there is a change-in-control, a double-trigger generally applies to RSUs,PSUs, PBRSUs, Durable Model Awards, and PSU awards and the Price-Vested Options,RSUs, meaning that no outstanding awards of those types granted will accelerate upon a change-in-control unless, within two years after a change-in-control, an involuntary termination of employment without cause or a voluntary termination of employment for good reason occurs. Good reason generally means a material reduction in compensation or responsibilities, or a required relocation following a change-in-control. The intent of this section is to isolate those payments and benefits for which the amount, vesting, or time of payment is altered by the described termination or change-in-control situations. ThisBecause of that focus, this section does not cover all amounts the NEOs will receive following termination. Specifically, the NEOsNEOs: ● under all employment termination scenarios, are entitled to receive their vested balances under our pension and deferred compensation plans, as disclosed in the preceding“Pension benefits for fiscal 2020” and “Nonqualified deferred compensation for fiscal 2020” tables, under all employment termination scenarios. In addition,and ● retain any vested stock options unless the termination is for cause (generally defined as deliberate and serious disloyal or dishonest conduct), they retain their vested stock option awards, and if they meet specified minimum age and years of service requirements at the time of termination, the unvested portion of stock options and PSUs are not forfeited, and vesting will continue according to the original schedule for defined periods. A description of those age and years of service requirements is provided in the notes under the “Outstanding equity awards at 2017 fiscal year-end” table. Only Mr. Mulligan and Ms. Potts have met the minimum age and years of service requirements. Vesting for Price-Vested Options is not accelerated as a result of a termination and is only accelerated where a double-trigger change-in-control occurs during the first three years of the term of the Price-Vested Options and the $75 price hurdle applicable to the Price-Vested Options has already been met.. The following table shows the payments and benefits for which the amount, vesting, or time of payment is altered by each situation (referredemployment termination situation. The footnotes to as Post-Termination Benefits). The paragraphs following the table explain the general provisions applicable to each termination situation. TARGET CORPORATION Target Corporation 2018 Proxy Statement 56
Back to Contents
Table of potential payments upon termination or change-in-control
Name/
Payment type | Voluntary termination | Involuntary termination | Death | Disability | Change-in-control | No termination | Involuntary
or voluntary
good reason Termination(6) | Brian C. Cornell | | | | | | | | | | | | | ICP Payments (Severance) | $ | 0 | $ | 4,580,000 | $ | 0 | $ | 0 | $ | 0 | $ | 4,580,000 | PBRSU Vesting(1)(2) | $ | 0 | $ | 2,551,244 | $ | 3,826,866 | $ | 3,826,866 | $ | 0 | $ | 2,980,640 | Make-Whole PBRSU Vesting(1)(3) | $ | 0 | $ | 2,186,859 | $ | 4,373,717 | $ | 4,373,717 | $ | 4,170,289 | $ | 4,170,289 | PSU Vesting(1) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 7,678,231 | Price-Vested Options(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Life Insurance Proceeds | $ | 0 | $ | 0 | $ | 3,000,000 | $ | 0 | $ | 0 | $ | 0 | Excess Long-Term Disability Plan | | | | | | | | | | | | | (Annual Payments) | $ | 0 | $ | 0 | $ | 0 | $ | 435,000 | $ | 0 | $ | 0 | Total | $ | 0 | $ | 9,318,103 | $ | 11,200,583 | $ | 8,635,583 | $ | 4,170,289 | $ | 19,409,159 | Cathy R. Smith | | | | | | | | | | | | | ICP Payments (Severance) | $ | 0 | $ | 2,140,063 | $ | 0 | $ | 0 | $ | 0 | $ | 2,140,063 | PBRSU Vesting(1)(2) | $ | 0 | $ | 872,956 | $ | 1,309,434 | $ | 1,309,434 | $ | 0 | $ | 1,019,890 | PSU Vesting(1) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 2,626,857 | Price-Vested Options(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Life Insurance Proceeds | $ | 0 | $ | 0 | $ | 2,640,000 | $ | 0 | $ | 0 | $ | 0 | Excess Long-Term Disability Plan | | | | | | | | | | | | | (Annual Payments) | $ | 0 | $ | 0 | $ | 0 | $ | 435,000 | $ | 0 | $ | 0 | Total | $ | 0 | $ | 3,013,019 | $ | 3,949,434 | $ | 1,744,434 | $ | 0 | $ | 5,786,809 | John J. Mulligan | | | | | | | | | | | | | ICP Payments (Severance) | $ | 0 | $ | 3,110,667 | $ | 0 | $ | 0 | $ | 0 | $ | 3,110,667 | PBRSU Vesting(1)(2) | $ | 0 | $ | 1,342,937 | $ | 2,014,405 | $ | 2,014,405 | $ | 0 | $ | 1,568,972 | PSU Vesting(1) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,056,379 | Price-Vested Options(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Life Insurance Proceeds | $ | 0 | $ | 0 | $ | 3,000,000 | $ | 0 | $ | 0 | $ | 0 | Excess Long-Term Disability Plan | | | | | | | | | | | | | (Annual Payments) | $ | 0 | $ | 0 | $ | 0 | $ | 435,000 | $ | 0 | $ | 0 | Total | $ | 0 | $ | 4,453,604 | $ | 5,014,405 | $ | 2,449,405 | $ | 0 | $ | 12,736,018 |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 57
Back to Contents
Name/
Payment type | Voluntary termination | Involuntary termination | Death | Disability | Change-in-control(6) | No termination | Involuntary
or voluntary good reason termination | Michael E. McNamara | | | | | | | | | | | | | ICP Payments (Severance) | $ | 0 | $ | 2,129,600 | $ | 0 | $ | 0 | $ | 0 | $ | 2,129,600 | PBRSU Vesting(1)(2) | $ | 0 | $ | 872,956 | $ | 1,309,434 | $ | 1,309,434 | $ | 0 | $ | 1,019,890 | PSU Vesting(1) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 2,626,857 | Price-Vested Options(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Life Insurance Proceeds | $ | 0 | $ | 0 | $ | 2,392,500 | $ | 0 | $ | 0 | $ | 0 | Excess Long-Term Disability Plan | | | | | | | | | | | | | (Annual Payments) | $ | 0 | $ | 0 | $ | 0 | $ | 435,000 | $ | 0 | $ | 0 | Total | $ | 0 | $ | 3,002,556 | $ | 3,701,934 | $ | 1,744,434 | $ | 0 | $ | 5,776,346 | Janna A. Potts | | | | | | | | | | | | | ICP Payments (Severance) | $ | 0 | $ | 1,944,395 | $ | 0 | $ | 0 | $ | 0 | $ | 1,944,395 | RSU Vesting(1)(5) | $ | 0 | $ | 50,554 | $ | 101,109 | $ | 101,109 | $ | 0 | $ | 81,449 | PBRSU Vesting(1)(2) | $ | 0 | $ | 416,289 | $ | 624,434 | $ | 624.434 | $ | 0 | $ | 484,121 | PSU Vesting(1) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,646,019 | Price-Vested Options(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Life Insurance Proceeds | $ | 0 | $ | 0 | $ | 2,212,500 | $ | 0 | $ | 0 | $ | 0 | Excess Long-Term Disability Plan | | | | | | | | | | | | | (Annual Payments) | $ | 0 | $ | 0 | $ | 0 | $ | 409,319 | $ | 0 | $ | 0 | Total | $ | 0 | $ | 2,411,239 | $ | 2,938,042 | $ | 1,134,861 | $ | 0 | $ | 4,155,984 | (1) Amounts are determined by multiplying the number of shares for which vesting is accelerated by our closing stock price on February 2, 2018 ($72.95 per share). Any remaining unvested RSUs, PBRSUs and PSUs are forfeited. (2) For purposes of calculating the number of PBRSU shares vesting upon death and disability, the table uses the minimum payout, though the actual number of shares will be based on the actual performance at the end of the performance period. (3) For the Make-Whole PBRSUs granted to Mr. Cornell on August 21, 2014, the number of PBRSU shares vesting upon death and disability is equal to the at-goal payout, and the number of shares vesting upon involuntary termination without cause is equal to 50% of the at-goal payout of the outstanding unvested Make-Whole PBRSUs. In addition, in both change-in-control scenarios the Make-Whole PBRSUs would pay out a pro-rata portion of the at-goal payout within ten days following the change-in-control based on percentage of the performance period that had elapsed as of the date of the change-in-control. The last of tranche of Mr. Cornell’s Make-Whole PBRSUs vested and paid out in March 2018. As a result, as of the date of this proxy statement, all outstanding equity awards held by our named executive officers that are subject to a double-trigger in the event of a change-in-control, and there are no legacy awards subject to a single-trigger. (4) Price-Vested Options have a seven-year term and are not exercisable during the first three years. In addition, they will become exercisable only if Target’s stock price exceeds a hurdle of $75 per share for 20 consecutive trading days within the term of the Price-Vested Options. Vesting for Price-Vested Options is not accelerated as a result of any termination and is only accelerated if (a) a change-in-control occurs during the first three years of the term of the Price-Vested Option, (b) the $75 price hurdle has already been met, and (c) an involuntary termination of employment without cause or a voluntary termination of employment for good reason occurs. Because the $75 price hurdle had not been met as of the end of fiscal 2017, no accelerated vesting would occur in connection with a hypothetical termination of employment and/or change-in-control occurring on February 3, 2018, the last day of our 2017 fiscal year. (5) For the RSUs granted to Ms. Potts on August 10, 2015, all outstanding unvested RSU shares vest upon death and disability and 50% of the total number of outstanding unvested RSUs vest upon involuntary termination without cause. In addition, in a change-in-control without termination of employment, there is no vesting or acceleration. However, if there is a change-in-control that includes an involuntary termination of employment without cause or a voluntary termination of employment for good reason, unvested RSUs would accelerate in an amount equal to the greater of (a) 50% of the total number of outstanding unvested RSUs, or (b) a pro-rata portion the outstanding unvested RSUs based on the percentage of the performance period that has elapsed as of the date of the termination following the change-in-control. (6) Except for Mr. Cornell’s Make-Whole PBRSUs, the last tranche of which vested and paid out in March 2018, the PSU and PBRSU awards are subject to a double-trigger, meaning that no vesting will accelerate upon a change-in-control unless an involuntary termination of employment without cause or a voluntary termination of employment for good reason occurs. The amount accelerated is equal to the greater of: (a) the amount the recipient would have been entitled to had the termination occurred without a change-in-control (which ranges from 50% to 100% depending on the award type and the participant’s age and years of service), or (b) a pro-rata portion of the at-goal payout based on the percentage of the performance period that has elapsed as of the date of the termination following the change-in-control. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 58
Back to Contents
Voluntary termination
None of our currently employed NEOs are entitled to payments and benefits for which the amount, vesting or time of payment is altered by their voluntary termination.
Involuntary termination
If a NEO was involuntarily terminated for cause, he or she would not be eligible for any of the Post-Termination Benefits described in this section. If a NEO is involuntarily terminated without cause, the potential Post-Termination Benefits generally consist of:
●
Severance payments under our ICP; and
●
Accelerated vesting of 50% of the at-goal payout of PBRSU awards, and forfeiture of the remaining 50%.
Our ICP provides for continuation of annual cash compensation (salary and average of three most recent Bonuses and Non-Equity Incentive Plan payments) over a period ranging from 12 to 24 months, paid in equal monthly installments. Each of the NEOs is eligible for 24 months of income continuation under the ICP. Payments under the ICP are conditioned on the executive officer releasing any claims against us, a non-solicitation covenant, and are subject to reduction if the executive officer becomes employed by specified competitors. In addition, a NEO who receives severance payments under our ICP also receives a $30,000 allowance for outplacement services.
The accelerated vesting provisions of PBRSU awards are described in the notes under the “Outstanding equity awards at 2017 fiscal year-end” table.
Death
If a NEO dies while employed, the Post-Termination Benefits generally consist of:
●
Vesting of PBRSUs, with payout occurring after the end of the performance period based on the actual performance at the end of that period; and
●
Life insurance proceeds equal to three times the sum of the prior year’s annual base salary, plus the most recent Bonus and Non-Equity Incentive Plan payments, up to a maximum of $3 million.
In addition, the NEO’s beneficiary will have the right to receive a payout, if any, under PSUs after the end of the performance period based on the actual performance at the end of that period.
Disability
If a NEO becomes totally and permanently disabled while employed, the Post-Termination Benefits generally consist of:
●
Vesting of PBRSUs, with payout occurring after the end of the performance period based on the actual performance at the end of that period; and
●
Monthly payments under the Excess Long-Term Disability Plan if he or she also participated in the widely available qualified long-term disability plan.
Our Excess Long-Term Disability Plan, a self-insured unfunded plan, provides monthly disability income payments with respect to the portion of annualized salary and three-year average Bonus and Non-Equity Incentive Plan compensation above the annual compensation limit (currently set at $275,000) but not exceeding $1 million. The plan replaces 60% of a participant’s eligible compensation. A participant who becomes disabled before age 65 is eligible to receive payments under the plan while he or she is totally and permanently disabled through age 65 (with a minimum of three years of disability payments) or death, if sooner. In addition, the NEO will have the right to receive a payout, if any, under PSUs after the end of the performance period based on the actual performance at the end of that period.
Change-in-Control
The following discussion describes the payments and benefits that are triggered by: (a) the occurrence of a change-in-control; and (b) the occurrence of a change-in-control that is followed by the NEO’s employment terminating involuntarily without cause or voluntarily with good reason (a material reduction in compensation or responsibilities or a required relocation following a change-in-control). In general terms, we will experience a change-in-control, as defined in our compensation plans, whenever any of the following events occur:
●
50% or more of our Board of Directors consists of persons who were not initially nominated or appointed by incumbent directors, for which purpose any director who assumes office as a result of an actual or threatened contested election will not be considered as having been nominated or appointed by incumbent directors;
●
Any person or group acquires 30% or more of our common stock;
●
We merge with or into another company and our shareholders own less than 60% of the combined company; or
●
Our shareholders approve an agreement or plan to liquidate or dissolve our company.
Our plans do not provide for any gross-ups for taxes due on any payments described in this section.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 59
| | | | TARGET CORPORATION 2021 Proxy Statement | 56 |
Back to Contents Without terminationTable of employment
The consequence of a change-in-control to the NEOs without termination of employment is generally as follows:
●
The deferred compensation balance in the EDCP will be paid in a lump sum as soon as allowed under IRC Section 409A, unless the Board of Directors determines not to accelerate payment of these amounts; and
●
A double-trigger applies to PBRSUs or PSU awards, meaning that no vesting will accelerate upon a change-in-control unless an involuntary termination of employment without cause or a voluntary termination of employment for good reason occurs.
With involuntary or good reason termination of employment
In addition to thepotential payments upon atermination or change-in-control explained under “Without Termination of Employment,” if a NEO’s employment terminates involuntarily without cause or voluntarily with good reason (a material reduction in compensation or responsibilities or a required relocation following a change-in-control) following a change-in-control, the double-trigger requirement will be met and the Post-Termination Benefits that may be received generally consist of:
●Name/
Payment type | Voluntary termination | Involuntary termination | Death | Disability | Change-in-control | No termination | Involuntary
or voluntary
good reason termination | Brian C. Cornell(1) | | | | | | | | | | | | | ICP Payments (Severance)(2) | $ | 0 | $ | 11,779,908 | $ | 0 | $ | 0 | $ | 0 | $ | 11,779,908 | PSU Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 27,824,994 | PBRSU Vesting(3)(4) | $ | 13,913,041 | $ | 6,956,747 | $ | 13,913,041 | $ | 13,913,041 | $ | 0 | $ | 18,550,721 | Durable Model Award Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 3,953,129 | Life Insurance Proceeds(5) | $ | 0 | $ | 0 | $ | 3,000,000 | $ | 0 | $ | 0 | $ | 0 | Excess LTD Plan(6) | $ | 0 | $ | 0 | $ | 0 | $ | 420,000 | $ | 0 | $ | 0 | Total | $ | 13,913,041 | $ | 18,736,655 | $ | 16,913,041 | $ | 14,333,041 | $ | 0 | $ | 62,108,752 | Michael J. Fiddelke | | | | | | | | | | | | | ICP Payments (Severance)(2) | $ | 0 | $ | 2,143,955 | $ | 0 | $ | 0 | $ | 0 | $ | 2,143,955 | PSU Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 2,653,235 | PBRSU Vesting(3)(4) | $ | 0 | $ | 541,155 | $ | 1,081,993 | $ | 1,081,993 | $ | 0 | $ | 1,442,657 | Durable Model Award Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,976,746 | RSU Vesting(3)(4) | $ | 0 | $ | 0 | $ | 1,062,200 | $ | 1,062,200 | $ | 0 | $ | 1,058,939 | Life Insurance Proceeds(5) | $ | 0 | $ | 0 | $ | 3,000,000 | $ | 0 | $ | 0 | $ | 0 | Excess LTD Plan(6) | $ | 0 | $ | 0 | $ | 0 | $ | 420,000 | $ | 0 | $ | 0 | Total | $ | 0 | $ | 2,685,110 | $ | 5,144,193 | $ | 2,564,193 | $ | 0 | $ | 9,275,532 | John J. Mulligan(1) | | | | | | | | | | | | | ICP Payments (Severance)(2) | $ | 0 | $ | 5,128,222 | $ | 0 | $ | 0 | $ | 0 | $ | 5,128,222 | PSU Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 12,575,010 | PBRSU Vesting(3)(4) | $ | 6,287,731 | $ | 3,144,024 | $ | 6,287,731 | $ | 6,287,731 | $ | 0 | $ | 8,383,642 | Durable Model Award Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,976,746 | Life Insurance Proceeds(5) | $ | 0 | $ | 0 | $ | 50,000 | $ | 0 | $ | 0 | $ | 0 | Excess LTD Plan(6) | $ | 0 | $ | 0 | $ | 0 | $ | 420,000 | $ | 0 | $ | 0 | Total | $ | 6,287,731 | $ | 8,272,246 | $ | 6,337,731 | $ | 6,707,731 | $ | 0 | $ | 28,063,620 | Michael E. McNamara(1) | | | | | | | | | | | | | ICP Payments (Severance)(2) | $ | 0 | $ | 3,726,211 | $ | 0 | $ | 0 | $ | 0 | $ | 3,726,211 | PSU Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 8,425,492 | PBRSU Vesting(3)(4) | $ | 4,213,425 | $ | 2,106,826 | $ | 4,213,425 | $ | 4,213,425 | $ | 0 | $ | 5,617,901 | Durable Model Award Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,976,746 | Life Insurance Proceeds(5) | $ | 0 | $ | 0 | $ | 3,000,000 | $ | 0 | $ | 0 | $ | 0 | Excess LTD Plan(6) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Total | $ | 4,213,425 | $ | 5,833,037 | $ | 7,213,425 | $ | 4,213,425 | $ | 0 | $ | 19,746,350 |
Severance payments under our ICP;
●
| | | | TARGET CORPORATION 2021 Proxy Statement | 57 |
Accelerated vesting of outstanding stock options;
●
Accelerated vesting of Price-Vested Options, but only if the change-in-control occurs during the first three years of the term of the Price-Vested Options and the $75 price hurdle has been met;
●
For outstanding PBRSUs and PSUs, the greater of: (a) the amount the recipient would have been entitledBack to had the termination occurred without a change-in-control (which ranges from 50%Contents
Name/
Payment type | Voluntary termination | Involuntary termination | Death | Disability | Change-in-control | No termination | Involuntary
or voluntary good reason termination | Don H. Liu | | | | | | | | | | | | | ICP Payments (Severance)(2) | $ | 0 | $ | 3,343,845 | $ | 0 | $ | 0 | $ | 0 | $ | 3,343,845 | PSU Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 6,288,048 | PBRSU Vesting(3)(4) | $ | 0 | $ | 1,572,193 | $ | 3,144,069 | $ | 3,144,069 | $ | 0 | $ | 4,192,093 | Durable Model Award Vesting(3)(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,581,433 | Life Insurance Proceeds(5) | $ | 0 | $ | 0 | $ | 3,000,000 | $ | 0 | $ | 0 | $ | 0 | Excess LTD Plan(6) | $ | 0 | $ | 0 | $ | 0 | $ | 420,000 | $ | 0 | $ | 0 | Total | $ | 0 | $ | 4,916,038 | $ | 6,144,069 | $ | 3,564,069 | $ | 0 | $ | 15,405,419 | (1) A “Retirement Eligible NEO” is a NEO who has met the age and years of service requirements described in Note 2 to the “Outstanding equity awards at 2020 fiscal year-end” table. The Retirement Eligible NEOs are Mr. Cornell, Mr. Mulligan, and Mr. McNamara for PSUs and PBRSUs. (2) We provide ICP payments to executive officers who are involuntarily terminated without cause to assist in their occupational transitions. The maximum payment under the ICP (paid during regular pay cycles over 24 months) is two times the sum of base salary and the average of the last three years of short-term incentive payments. In addition, any NEO who receives severance payments under our ICP also receives a $30,000 allowance for outplacement services. Each of the NEOs is eligible for 24 months of payments under the ICP, conditioned on the NEO releasing any claims against us and agreeing to non-competition and non-solicitation covenants. (3) Amounts are determined by multiplying the number of shares for which vesting is accelerated by our Year-End Stock Price. For PSUs, PBRSUs, and Durable Model Awards, shares are based either on actual performance at the end of the performance period (Earned Payout) or the at-goal payout (Goal Payout). Where the share amount is determined based on Earned Payout, the table uses the minimum amount that can be earned, which is 0% of the at-goal payout for PSUs and Durable Model Awards and 75% of the at-goal payout for PBRSUs. The number of shares for which vesting is accelerated for each employment termination situation is as follows: Voluntary termination. All unvested shares are forfeited, except that for a Retirement Eligible NEO vesting is accelerated for 100% of the Earned Payout shares for PSUs and PBRSUs and 100% of any RSUs. Involuntary termination. Vesting is accelerated for 50% of the Earned Payout shares for PBRSUs, and the remaining unvested shares are forfeited. All unvested shares are forfeited for PSUs, Durable Model Awards, and RSUs, except that for a Retirement Eligible NEO vesting is accelerated for 100% of the Earned Payout shares for PSUs. Death/disability. Vesting is accelerated for 100% of the Earned Payout shares for PSUs, PBRSUs, and Durable Model Awards, and 100% of any RSUs. Change-in-control. PSUs, PBRSUs, Durable Model Awards, and RSUs, are subject to a double-trigger. Where both triggers occur, vesting is accelerated for 100% of the Goal Payout shares for PSUs, PBRSUs, and Durable Model Awards, and 100% of any RSUs. We use 100% of the Goal Payout for PSUs, PBRSUs, and Durable Model Awards in connection with a change-in-control to eliminate arbitrary results that could occur with a shortened performance period and in case calculation of actual or comparable performance metrics would be unfeasible following the change-in-control. (4) Additional detail about the accelerated vesting provisions of the PSUs, PBRSUs, Durable Model Awards, and RSUs can be found in the notes under the “Outstanding equity awards at 2020 fiscal year-end” table. (5) Depending on the level of coverage elected by the participant, life insurance proceeds range from $50,000 to an amount equal to three times the sum of the prior year’s annual base salary and the most recent Bonus and Non-Equity Incentive Plan payments, up to a maximum of $3 million. (6) Represents annual payments under our Excess Long-Term Disability Plan (Excess LTD Plan), a self-insured unfunded plan, which provides monthly disability income payments with respect to the portion of annualized salary and three-year average Bonus and Non-Equity Incentive Plan compensation above the annual compensation limit (currently set at $300,000), but not exceeding $1 million, for our widely available qualified long-term disability plan (Base LTD Plan). The Excess LTD plan replaces 60% of a participant's eligible compensation. A participant who becomes disabled before age 65 is eligible to receive payments under the plan while he or she is totally and permanently disabled through age 65 (with a minimum of three years of disability payments) or death, if sooner. In order to receive payments under the Excess LTD Plan, the NEO must be enrolled in the Base LTD Plan. Mr. McNamara is not enrolled in the Base LTD Plan, so he would not receive any benefit. |
| | | | TARGET CORPORATION 2021 Proxy Statement | 58 |
Back to 100% depending on the award type and the participant’s age and years of service), or (b) a pro-rata portion of the at-goal payout based on the percentage of the three-year vesting or performance period that has elapsed as of the date of the termination following the change-in-control. The balance of the awards is forfeited. We use the “greater of” calculation for PBRSUs and PSUs to prevent a NEO from receiving less due to a change-in-control than they would have received as a result of a similar termination absent a change-in-control. In addition, we use the at-goal payout for calculating the pro-rata portion rather than actual performance to eliminate arbitrary results that could occur with a shortened performance period and in case calculation of actual or comparable performance metrics would be unfeasible following the change-in-control.Contents
Pay ratio disclosure As disclosed in the “Summary compensation table” on page 49,50, the fiscal 20172020 total annual compensation for our CEO was $8,399,210, which is significantly lower than in fiscal 2016 due to a shift in the timing of annual equity grants described in the CD&A on page 41.$19,755,188. We estimate that the fiscal 20172020 total annual compensation for the median of all Target team members excluding our CEO, was $20,581.$24,535. The median team member is employed part-time. The resulting ratio of our CEO’s total annual compensation to that of the median of all Target team members, excluding our CEO, for fiscal 20172020 is 408805 to 1.(1) The median team member’s fiscal 20172020 total annual compensation was calculated in the same manner used to calculate the CEO’s compensation in the “Summary compensation table” on page 49.50. To determine the median team member we used W-2 wages or their equivalent for the 20172020 calendar year for team members employed as of February 3, 2018,January 30, 2021, the last day of fiscal 2017.2020. For all permanent team members who were employed for less than the full fiscalcalendar year, we calculated a daily pay rate and then annualized their W-2 wages. Team members hired after December 31, 20172020 do not have W-2s, 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 February 3, 2018. For temporary or seasonal team members we used their W-2 wages without adjustments, except that if they were hired after December 31, 2017, they have no W-2s, so we used their gross earnings from our payroll records. This approach ensures thatJanuary 30, 2021. To ensure the compensation of temporary or seasonal team members is not annualized. (1)
Since the CEO’s compensation for fiscal 2017 did not include an annual equity grant,annualized, we are also disclosing the ratio of our CEO’s Annual TDC to the median team member’s fiscal 2017 total annual compensation. The CEO’s Annual TDC was $13,520,000, and the resulting ratio of our CEO’s Annual TDC to the median team member’s fiscal 2017 total annual compensation is 657 to 1. See page 41 for the calculation of the CEO’s Annual TDC and how it differs from the “Total” in the “Summary compensation table” on page 49.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 60
Back to Contentsused their W-2 wages without adjustments.
Director compensation Our philosophy with respect to 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, Consulting Group (SBCG), 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 management from publicly available proxy statements and analyzed by SBCG. Fiscal 2017Semler Brossy. In November of each year, Semler Brossy provides an independent recommendation for director compensation was situated atfor the following year to the Human Resources & Compensation Committee for approval. Beginning in fiscal 2020, the Human Resources & Compensation Committee approved an increase in total director compensation from $280,000 to $295,000 to situate compensation near the median of our combined retail and general industry peer groups. The companies comprising those peer groups can be found in the CD&A on page 46. In November of each year, SBCG provides an independent recommendation for director compensation for the following year to the Human Resources & Compensation Committee for approval.47.
General description of 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;RSUs, or Each form under the compensation program is intended to provide $260,000$295,000 in value to non-employee directors as follows: | | Cash | | RSUs | Cash | RSUs | Combination (Cash and RSUs) | $ | 90,000 | $ | 170,000 | $ | 115,000 | $ | 180,000 | RSUs Only | $ | 0 | $ | 260,000 | $ | 0 | $ | 295,000 |
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 Director Deferred Compensation Plan.Plan (DDCP). Deferrals earn market returns based on the investment alternatives chosen by them from the funds offered by Target’sthe Target 401(k) Plan, includingexcept that the DDCP alternatives also include a Target Corporation Common Stock Fund.common stock fund. ● RSUs are settled in shares of Target common stock immediately following a director’s departure from the Board. Dividend equivalents are paid on RSUs in the form of additional RSUs. Due to the shift in the timing of our annual equity grants from January to March, described in the CD&A on page 41, the equity grant that would have traditionally been made in January 2018 during fiscal 2017 was instead made in March 2018 during fiscal 2018. As a result, the directors’ compensation for fiscal 2017 was significantly lower than prior years because it did not include any annual equity grants, which would have been found in the “Stock awards” column of the “Director compensation table.” With the grant timing shift, RSUs are now granted in March each year and vest quarterly over a one-year period. | | | | TARGET CORPORATION 2021 Proxy Statement | 59 |
Back to Contents The Lead Independent Director and Committee Chairs receive additional compensation for those roles, which is paidpaid: (a) in cash if the director elects a combination of cash and RSUs, or (b) in RSUs if the director elects all RSUs. Beginning in fiscal 2020, the Human Resources & Compensation Committee approved an increase in compensation from $15,000 to $17,500 for Governance Committee Chair, Risk & Compliance Committee Chair, and Infrastructure & Investment Committee Chair to position compensation near the median of our combined retail and general industry peer groups. Compensation for the Lead Independent Director and Committee Chairs is as follows: Role | | Amount | Lead Independent Director | $ | 30,000 | Audit & Finance Committee Chair | $ | 30,000 | Human Resources & Compensation Committee Chair | $ | 20,000 | Nominating & Governance Committee Chair | $ | 15,000 | Risk & Compliance Committee Chair | $ | 15,000 | Infrastructure & Investment Committee Chair | $ | 15,000 |
Role | Amount | Lead Independent Director | $ | 30,000 | Audit & Finance Committee Chair | $ | 30,000 | Human Resources & Compensation Committee Chair | $ | 20,000 | Governance Committee Chair | $ | 17,500 | Risk & Compliance Committee Chair | $ | 17,500 | Infrastructure & Investment Committee Chair | $ | 17,500 |
New directors also receive a one-time grant of RSUs with a $50,000 grant date fair value upon joining the Board, as well as a pro-rated portion of the annual compensation based on the date they joined the Board using the combination of cash and RSUs. TARGET CORPORATION Target Corporation 2018 Proxy Statement 61
Back to Contents
Director compensation table Name(1) | Fees earned or
paid in cash(2) | Stock
awards(3)(4) | Option awards(3)(4) | Total(5) | Roxanne S. Austin(6) | $ | 125,000 | $ | 0 | $ | 0 | $ | 125,000 | Douglas M. Baker, Jr.(6) | $ | 160,417 | $ | 0 | $ | 0 | $ | 160,417 | Calvin Darden | $ | 111,667 | $ | 0 | $ | 0 | $ | 111,667 | Henrique De Castro | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Robert L. Edwards(6) | $ | 127,917 | $ | 0 | $ | 0 | $ | 127,917 | Melanie L. Healey | $ | 111,667 | $ | 0 | $ | 0 | $ | 111,667 | Donald R. Knauss | $ | 111,667 | $ | 0 | $ | 0 | $ | 111,667 | Monica C. Lozano | $ | 111,667 | $ | 0 | $ | 0 | $ | 111,667 | Mary E. Minnick(5) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Anne M. Mulcahy(6)(7) | $ | 55,000 | $ | 0 | $ | 0 | $ | 55,000 | Derica W. Rice(6)(7) | $ | 24,167 | $ | 0 | $ | 0 | $ | 24,167 | Kenneth L. Salazar(6) | $ | 127,917 | $ | 0 | $ | 0 | $ | 127,917 | (1) Dmitri L. Stockton is not reflected in the “Director compensation table” because he became a director after the end of fiscal 2017. (2) Historically, fees earned by members of the Board of Directors have been paid at the end of each quarter of the calendar year. To better align with the fiscal calendar, we changed to paying at the end of each fiscal quarter beginning in fiscal 2018. As part of that transition, we paid directors the cash equivalent of one month’s value of their total annual compensation (including for any Committee Chair or Lead Independent Director roles) to ensure they were paid for their service in January 2018, which is part of fiscal 2017. (3) Due to the shift in the timing of our annual equity grants for members of the Board of Directors from January to March, which is described in the “General description of director compensation” on page 61 and the CD&A on page 41, there were no stock awards granted in fiscal 2017. (4) The aggregate number of unexercised stock options (which were granted in years prior to fiscal 2013) and unvested RSUs outstanding at fiscal year-end held by directors was as follows: |
Name | Fees earned or
paid in cash | Stock
awards(1)(2) | Option awards(1)(2) | Total(3) | Roxanne S. Austin(4)(5) | $ | 56,250 | $ | 180,031 | $ | 0 | $ | 236,281 | Douglas M. Baker, Jr.(4) | $ | 0 | $ | 342,596 | $ | 0 | $ | 342,596 | George S. Barrett | $ | 0 | $ | 295,037 | $ | 0 | $ | 295,037 | Calvin Darden | $ | 115,000 | $ | 180,031 | $ | 0 | $ | 295,031 | Henrique De Castro(5) | $ | 47,917 | $ | 180,031 | $ | 0 | $ | 227,948 | Robert L. Edwards(4) | $ | 145,000 | $ | 180,031 | $ | 0 | $ | 325,031 | Melanie L. Healey | $ | 115,000 | $ | 180,031 | $ | 0 | $ | 295,031 | Donald R. Knauss | $ | 115,000 | $ | 180,031 | $ | 0 | $ | 295,031 | Christine A. Leahy | $ | 9,583 | $ | 65,140 | $ | 0 | $ | 74,723 | Monica C. Lozano(4) | $ | 128,333 | $ | 180,031 | $ | 0 | $ | 308,364 | Mary E. Minnick(4) | $ | 132,500 | $ | 180,031 | $ | 0 | $ | 312,531 | Derica W. Rice | $ | 57,500 | $ | 140,199 | $ | 0 | $ | 197,699 | Kenneth L. Salazar(4) | $ | 132,500 | $ | 180,031 | $ | 0 | $ | 312,531 | Dmitri L. Stockton | $ | 0 | $ | 295,037 | $ | 0 | $ | 295,037 | (1) Amounts represent the aggregate grant date fair value of awards that were granted in fiscal 2020, as computed in accordance with FASB ASC Topic 718, Stock Compensation. See Note 22, Share-Based Compensation, to our consolidated financial statements in the 2020 Annual Report for a description of our accounting and the assumptions used. Details on the stock awards granted during fiscal 2020, all of which are RSUs, are as follows: |
| Name | Stock
options | Restricted
stock units | | Ms. Austin | 15,687 | 0 | | Mr. Baker | 5,570 | 0 | | Mr. Darden | 0 | 0 | | Mr. De Castro | 5,570 | 0 | | Mr. Edwards | 0 | 0 | | Ms. Healey | 0 | 0 | | Mr. Knauss | 0 | 0 | | Ms. Lozano | 0 | 0 | | Ms. Minnick | 0 | 0 | | Ms. Mulcahy | 0 | 0 | | Mr. Rice | 0 | 0 | | Mr. Salazar | 3,601 | 0 | (5) In addition to the amounts reported, all directors also receive a 10% discount on merchandise purchased at Target stores and Target.com, both during active service and following retirement. Non-employee directors are also provided with $100,000 of accidental death life insurance. (6) The following directors received additional compensation in fiscal 2017 for their roles as Committee Chairs and, in the case of Mr. Baker, as Lead Independent Director. The additional compensation is reflected in “Fees earned or paid in cash” and/or “Stock awards” based on the form of annual compensation selected by the director as described under the heading “General description of director compensation.” |
| Stock awards | | Name | | # of units | Grant date
fair value | | Ms. Austin | | 1,711 | $ | 180,031 | | Mr. Baker | | 3,256 | $ | 342,596 | | Mr. Barrett | | 2,804 | $ | 295,037 | | Mr. Darden | | 1,711 | $ | 180,031 | | Mr. De Castro | | 1,711 | $ | 180,031 | | Mr. Edwards | | 1,711 | $ | 180,031 | | Ms. Healey | | 1,711 | $ | 180,031 | | Mr. Knauss | | 1,711 | $ | 180,031 | | Ms. Leahy | | 369 | $ | 65,140 | | Ms. Lozano | | 1,711 | $ | 180,031 | | Ms. Minnick | | 1,711 | $ | 180,031 | | Mr. Rice | | 927 | $ | 140,199 | | Mr. Salazar | | 1,711 | $ | 180,031 | | Mr. Stockton | | 2,804 | $ | 295,037 |
| | | | TARGET CORPORATION 2021 Proxy Statement | 60 |
Back to Contents (2) None of the directors held outstanding RSUs that were unvested at fiscal year-end. The following directors held unexercised stock options (which were granted in years prior to fiscal 2013) in the amounts listed below: |
| Name | Stock
options | | Mr. Baker | 5,570 | | Mr. De Castro | 5,570 | | Mr. Salazar | 3,601 | (3) In addition to the amounts reported, all directors also receive a 10% discount on merchandise purchased at Target stores and Target.com, both during active service and following retirement. Non-employee directors are also provided with $100,000 of accidental death life insurance. (4) The following directors received additional compensation in fiscal 2020 for their roles as Committee Chairs and, in the case of Mr. Baker, as Lead Independent Director. The additional compensation is reflected in “Fees earned or paid in cash” and/or “Stock awards” based on the form of annual compensation selected by the director as described under the heading “General description of director compensation.” |
| Name | Role(s) during fiscal 20172020 | | | Ms. Austin | Human Resources & Compensation Chair (since(until June 2017)2020) | | | Mr. Baker | Lead Independent Director
Nominating & Governance Chair | | | Mr. Edwards | InfrastructureAudit & InvestmentFinance Chair
| | | Ms. MulcahyLozano | Human Resources & Compensation Chair (until(since June 2017)2020) | | | Mr. RiceMs. Minnick
| AuditInfrastructure & FinanceInvestment Chair
| | | Mr. Salazar | Risk & Compliance Chair | | (7)(5)
Ms. Mulcahy retired fromAustin and Mr. De Castro did not seek re-election and left the Board on June 14, 2017 in connectionboard when their terms ended at the 2020 Annual Meeting. In accordance with our mandatory retirement policy. Mr. Rice resigned fromdirector compensation program, any unvested awards as of the Board on January 30, 2018. Ms. Mulcahy and Mr. Rice served as independent directors until their respective retirement and resignation.departure date were forfeited. | |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 62
Back to Contents
Equity compensation plan information The following table provides information about our common stock that may be issued under all of our stock-based compensation plans in effect as of January 30, 2021. Plan
Category | Number of securities
to be issued upon
exercise of outstanding options, warrants
and rights
as of February 3, 2018 | | Weighted-average exercise price of outstanding options, warrants and rights as of February 3, 2018 | Number of securities
remaining available for
future issuance under equity compensation plans
as of February 3, 2018
(excluding securities
reflected in column (a)) | Number of securities
to be issued upon
exercise of outstanding options, warrants
and rights
as of January 30, 2021 | | Weighted-average exercise price of outstanding options, warrants and rights as of January 30, 2021 | Number of securities
remaining available for
future issuance under equity compensation plans
as of January 30, 2021
(excluding securities
reflected in column (a)) | | (a) | | | (b) | (c) | (a) | | | (b) | (c) | Equity compensation plans
approved by security holders | 13,525,948 | (1) | $ | 54.53 | 24,462,751 | 7,619,492 | (1) | $ | 55.81 | 35,325,299 | Equity compensation plans not
approved by security holders | 0 | | | | 0 | 0 | | | | 0 | TOTAL | 13,525,948 | | $ | 54.53 | 24,462,751 | | (1) This amount includes 7,587,555 PSU, RSU and PBRSU shares potentially issuable upon settlement of PSUs, RSUs and PBRSUs issued under our Long-Term Incentive Plan and Amended and Restated 2011 Long-Term Incentive Plan. The actual number of PSU shares to be issued depends on our financial performance over a period of time and the actual number of PBRSU shares to be issued depends on our total shareholder return over a period of time. PSUs, RSUs and PBRSUs do not have an exercise price and thus they have been excluded from the weighted average exercise price calculation in column (b). | | Total | | 7,619,492 | | $ | 55.81 | 35,325,299 | (1) This amount includes 7,152,177 PSU, PBRSU, Durable Model Award, and RSU shares potentially issuable upon settlement of PSUs, PBRSUs, Durable Model Awards, and RSUs issued under our Long-Term Incentive Plan, Amended and Restated 2011 Long-Term Incentive Plan, and 2020 Long-Term Incentive Plan. The actual number of PSU and Durable Model Award shares to be issued depends on our financial performance over a period of time and the actual number of PBRSU shares to be issued depends on our total shareholder return over a period of time. PSUs, PBRSUs, Durable Model Awards, and RSUs do not have an exercise price and thus they have been excluded from the weighted average exercise price calculation in column (b). | | (1) This amount includes 7,152,177 PSU, PBRSU, Durable Model Award, and RSU shares potentially issuable upon settlement of PSUs, PBRSUs, Durable Model Awards, and RSUs issued under our Long-Term Incentive Plan, Amended and Restated 2011 Long-Term Incentive Plan, and 2020 Long-Term Incentive Plan. The actual number of PSU and Durable Model Award shares to be issued depends on our financial performance over a period of time and the actual number of PBRSU shares to be issued depends on our total shareholder return over a period of time. PSUs, PBRSUs, Durable Model Awards, and RSUs do not have an exercise price and thus they have been excluded from the weighted average exercise price calculation in column (b). |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 63
| | | | TARGET CORPORATION 2021 Proxy Statement | 61 |
Back to Contents Other voting itemsManagement proposals
The Audit & Finance Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit our financial statements. The Audit & Finance Committee appointed Ernst & Young LLP as the independent registered public accounting firm for Target and its subsidiaries for the fiscal year ending February 2, 2019.January 29, 2022. Ernst & Young LLP has been retained in that capacity since 1931. The Audit & Finance Committee is aware that a long-tenured auditor may be believed by some to pose anIn the process of carrying out its duties and determining the registered public accounting firm's independence, risk. To address these concerns, our Audit & Finance Committee: ● Reviews all non-audit services and engagements provided by Ernst & Young LLP, specifically with regard to the impact on the firm’s independence;independence, ● Conducts an annual assessment of Ernst & Young LLP’s qualifications, service quality, sufficiency of resources, quality of communications, independence, working relationship with our management, objectivity, and professional skepticism;skepticism, ● Conducts regular private meetings separately with each of Ernst & Young LLP and our management;management, ● Interviews and approves the selection of Ernst & Young LLP’s new lead engagement partner with each rotation, which occurs every five years;years, ● At least annually obtains and reviews a report from Ernst & Young LLP describing all relationships between the independent auditor and Target;Target, and ● Periodically considers whether the independent registered public accounting firm should be rotated and the advisability and potential impact of selecting a different independent registered public accounting firm. The members of the Audit & Finance Committee believe that the continued retention of Ernst & Young LLP to serve as our independent registered public accounting firm is in the best interests of our company and its shareholders. As a good corporate governance practice, the Board of Directors is seeking shareholder ratification of the appointment even though ratification is not legally required. Proxies solicited by the Board of Directors will, unless otherwise directed, be voted to ratify the appointment by the Audit & Finance Committee of Ernst & Young LLP as the independent registered public accounting firm for Target and its subsidiaries for the fiscal year ending February 2, 2019.January 29, 2022. A representative from Ernst & Young LLP will be at the 2021 Annual Meeting, and will have the opportunity to make a statement if suchthe representative so desires, and will be available to respond to appropriate questions during the 2021 Annual Meeting. Audit and non-audit fees The following table presents fees for professional services performed by Ernst & Young LLP for the annual audit of our consolidated financial statements for fiscal 20172020 and 2016,2019, the review of our interim consolidated financial statements for each quarter in fiscal 20172020 and 2016,2019, and for audit-related, tax, and all other services performed in 20172020 and 2016:2019: | Fiscal year-end | February 3, 2018 | January 28, 2017 | Audit Fees(1) | $ | 5,543,000 | $ | 4,599,000 | Audit-Related Fees(2) | | 417,000 | | 581,000 | Tax Fees: | | | | | Compliance(3) | | 110,000 | | 497,000 | Planning & Advice(4) | | 554,000 | | 17,000 | Total | $ | 6,624,000 | $ | 5,694,000 |
| Fiscal year-end | January 30, 2021 | February 1, 2020 | Audit fees(1) | $ | 6,293,000 | $ | 5,377,000 | Audit-related fees(2) | | 555,000 | | 590,000 | Tax fees: | | | | | Compliance(3) | | 48,000 | | 197,000 | Planning & advice(4) | | 760,000 | | 801,000 | All other fees | | -- | | -- | Total | $ | 7,656,000 | $ | 6,965,000 | (1) Includes annual integrated audit, statutory audits of certain foreign subsidiaries, consents for securities offerings and registration statements, accounting consultations, and other agreed-upon procedures. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 64
| | | | TARGET CORPORATION 2021 Proxy Statement | 62 |
Back to Contents (1)
Includes annual integrated audit, statutory audits of certain foreign subsidiaries, consents for securities offerings and registration statements, accounting consultations, and other agreed-upon procedures.
(2) Includes benefit plan audits, accounting consultations, and other attestation services. (3) Includes tax return preparation and other tax compliance services, including tax methods analysis and support. (4) Includes tax-planning advice and assistance with tax audits and appeals. (2)
Includes benefit plan audits, accounting consultations, and other attestation services.
(3)
Includes tax return preparation and other tax compliance services, including tax methods analysis and support.
(4)
Includes tax-planning advice and assistance with tax audits and appeals.
|
The Audit & Finance Committee’s current practice requires pre-approval of all audit services and permissible non-audit services to be provided by the independent registered public accounting firm. The Audit & Finance Committee reviews each non-audit service to be provided and assesses the impact of the service on the firm’s independence. In addition, the Audit & Finance Committee has delegated authority to grant certain pre-approvals to the Audit & Finance Committee Chair. Pre-approvals granted by the Audit & Finance Committee Chair are reported to the full Audit & Finance Committee at its next regularly scheduled meeting. | The Audit & Finance Committee recommends that shareholders vote For the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. |
Report of the Audit & Finance Committee The role of the Audit & Finance Committee is to assist the Board of Directors in fulfilling its responsibility to oversee Target’s financial reporting process. Management has primary responsibility for our consolidated financial statements and reporting process, including our systems of internal controls. Target’s independent registered public accounting firm, Ernst & Young LLP, is responsible for expressing an opinion on the conformity of our consolidated financial statements with accounting principles generally accepted in the United States. In addition, the independent registered public accounting firm will express its opinion on the effectiveness of our internal control over financial reporting. A copy of the Audit & Finance Committee Charter, which has been adopted by our Board of Directors and further describes the role of the Audit & Finance Committee in overseeing our financial reporting process, is available online at investors.target.com (hover over “company,(click on “investors,” then click on “corporate governance” in the “investors” column, then click onand “More about Board Committees”). All members of the Audit & Finance Committee satisfy the applicable audit committee independence requirements of the NYSE and the SEC and have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules. In performing its functions, the Audit & Finance Committee: ● Met with our internal auditors and independent registered public accounting firm,Ernst & Young LLP, with and without management present, to discuss the overall scope and plans for their respective audits, the results of their examinations, and their evaluations of Target’s internal controls;controls, ● Reviewed and discussed with management the audited financial statements included in our 2020 Annual Report;Report, ● Discussed with our independent registered public accounting firmErnst & Young LLP the matters required to be discussed by the applicable Public Company Oversight Board standards; and ●
Received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC, and
● Received from Ernst & Young LLP the written disclosures and the representations required by PCAOB standards regarding the independent registered accountant’s communication with the AuditErnst & Finance Committee concerningYoung LLP’s independence, and discussed with them matters relating to their independence. Based on the review and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit & Finance Committee referred to above and in the Audit & Finance Committee Charter, the Audit & Finance Committee recommended to the Board of Directorsapproved that the audited financial statements be included in ourthe 2020 Annual Report on Form 10-K for the fiscal year ended February 3, 2018, for filing with the SEC.Report. Audit & Finance Committee(1) Robert L. Edwards, Chair
Henrique De Castro
Monica C. LozanoChristine A. Leahy
Mary E. Minnick
Derica W. Rice
Dmitri L. Stockton (1)
Mr. Stockton joined the Audit & Finance Committee following preparation of this report.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 65
| | | | TARGET CORPORATION 2021 Proxy Statement | 63 |
Back to Contents Consistent with the views expressed by shareholders at our 2017 annual meeting of shareholders, the Board of Directors has determined to seek an annual non-binding advisory vote from shareholders to approve the executive compensation as disclosed in the CD&A, tabular disclosures, and related narrative of this proxy statement.the 2021 Proxy Statement. Our compensation programs are structured to align the interests of our executive officers with the interests of our shareholders. They are designed to attract, retain, and motivate a premier management team to sustain our distinctive brand and its competitive advantage in the marketplace, and to provide a framework that encourages outstanding financial results and shareholder returns over the long term. Shareholders are urged to read the CD&A, which discusses in-depth how our executive compensation programs are aligned with our performance and the creation of shareholder value. At our June 2017 annual meeting of shareholders, 93.9%the 2020 Annual Meeting, 93.6% of shareholder votes were cast in support of our executive compensation program for our Say on Pay proposal. | The Board, of Directors, upon recommendation of the Human Resources & Compensation Committee, recommends that shareholders vote For approval of the following non-binding resolution: |
| “Resolved, that the shareholders approve the compensation awarded to the named executive officers, as described in the CD&A, tabular disclosures, and other narrative executive compensation disclosures in this proxy statement.the 2021 Proxy Statement.” |
Effect of item The Say on Pay resolution is non-binding. The approval or disapproval of this item by shareholders will not require the Board or the Human Resources & Compensation Committee to take any action regarding Target’s executive compensation practices. The final decision on the compensation and benefits of our executive officers and on whether, and if so, how, to address shareholder disapproval remains with the Board and the Human Resources & Compensation Committee. The Board believes that the Human Resources & Compensation Committee is in the best position to consider the extensive information and factors necessary to make independent, objective, and competitive compensation recommendations and decisions that are in the best interests of Target and its shareholders. The Board values the opinions of Target’s shareholders as expressed through their votes and other communications. Although the resolution is non-binding, the Board will carefully consider the outcome of the advisory vote on executive compensation and shareholder opinions received from other communications when making future compensation decisions. In the past, we have made changes to our executive compensation programs in response to shareholder feedback. TARGET CORPORATION Target Corporation 2018 Proxy Statement 66
| | | | TARGET CORPORATION 2021 Proxy Statement | 64 |
Back to Contents Shareholder proposals We regularly engage in outreach efforts with our shareholders, both large and small, and other stakeholders relating to our business, compensation practices, and environmental, social, and governance issues. These engagements help us to better understand our stakeholders’ priorities and perspectives on a variety of issues, while also offering us an opportunity to describe our strategies and practices and the significance of those issues in the context of the scope and nature of our business and operations. We often receive shareholder proposals relating to environmental, social, or governance issues. Those proposals typically request that we prepare a report, take steps to alter our governing documents, adopt a policy, or take some other action on a particular issue. In many cases we agree with the shareholder that the particular issue is important, but believe we have already implemented policies and practices that address the underlying concerns for that issue in a manner more specifically and effectively tailored to our business than the proposal requests. We provide robust reporting in our annual proxy statements and corporate responsibility reports on the environmental, social, and governance issues that we believe are most important to our business and operations. As a result, we generally oppose those types of shareholder proposals because they typically do not reflect the actions we are already taking to address the issues, how we have prioritized those issues, or the scope and nature of our business operations. Where a shareholder proposal receives significant support, the Board responds through shareholder engagement, disclosure, or other means by either making the proposed changes or explaining why the actions were not taken. The following proposal was submitted by a shareholder to be voted on at the 2021 Annual Meeting, if properly presented at the meeting. The language in the “Proposal” and “Shareholder’s Supporting Statement” section of the proposal is reproduced without alteration. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who held more than $2,000 of shares of common stock on December 22, 2017,15, 2020, intends to submit the following resolution to shareholders for approval at the 2021 Annual Meeting (the language below in the “Proposal” and “Shareholder’s Supporting Statement” is reproduced without alteration):Meeting: Proposal Proposal 4 — IndependentImprove BoardOur ChairmanCatch-22ProxyAccess Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may be needed to combine their shares to equal 3% of our stock owned continuously for 3-years in order to enable shareholder proxy access. Shareholder's Supporting Statement The current arbitrary ration of 20 shareholders to initiate shareholder proxy access can be called Catch-22 Proxy Access. In order to assemble a group of 20 shareholders, who have owned 3% of company stock for an unbroken 3-years, one would reasonably need to start with 60 activist shareholders who own 9% of company stock for an unbroken 3-years because initiating proxy access is a complicated process that is easily susceptible to errors. It is a daunting process that is also highly susceptible to dropouts. The 60 activist shareholders could then be whittled down to 40 shareholders because some shareholders would be unable to timely meet all the paper chase requirements. After the 40 shareholders submit their paperwork — then management might arbitrarily claim that 10 shareholders do not meet the requirements (since the Target Board of Directors is the almighty authority in interpreting the TGT proxy access rules according to adopt as policy,the TGT proxy access rules) and amend our governing documents as necessary,management might convince another 10 shareholders to require henceforth that the Chair of the Board of Directors, whenever possible,drop out — | | | | TARGET CORPORATION 2021 Proxy Statement | 65 |
Back to be an independent member of the Board. The Board would have the discretion to phase in this policy for the next CEO transition, implemented so it does not violate any existing agreement. If the Board determines that a Chairman who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chairman. This proposal requests that all the necessary steps be taken to accomplish the above.
Shareholder’s Supporting StatementContents
Caterpillar is an exampleleaving 20 shareholders. But the current bylaws do not allow 40 shareholders to submit their paperwork to end up with 20 qualified shareholders.
And 60 shareholders who own 9% of a company recently changing course and naming an independent board chairman. Caterpillar had strongly opposed a shareholder proposalTGT stock for an independent board chairman as recently as its 2016 annual meeting. Wells Fargo also changed course and named an independent board chairman in 2016.unbroken 3-years might determine that they own 51% of TGT stock when length of unbroken stock ownership is factored out. But how does one begin to assemble a group of 60 potential participants if potential participants cannot even be guaranteed participant status after following the rules that are 4200-words of tedious language — because a single shareholder always takes the risk that one will be the 21st shareholder that could be voted off the island after a substantial investment of time by the arbitrary ration of 20 shareholders. It was reported that 53% of the Standard & Poors 1,500 firms separate these 2 positions (2015 report): Chairman and CEO. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix. This proposal topic received 46%-support at the Target 2014 annual meeting. This 46% support was more impressive since it was achieved without small shareholders having the same accessis also important to indepemndent corporate governance information as large shareholders.
Having a board chairman who is independent of management is a practice that will promote greater management accountability to shareholders and lead tohave a more objective evaluationpractical means to use shareholder proxy access because Minnesota law has not been modernized to allow TGT shares to act by written consent.
Plus the shareholder right to call a special meeting has taken a big hit due to the avalanche of online shareholder meetings that are often tightly controlled bare bones meetings where all challenging questions and comments are screened out by management. An independent chairman is more importantFor instance the Goodyear online shareholder meeting was spoiled by a trigger-happy management mute button for shareholders that was used to quash constructive criticism. AT&T, with 3000 institutional shareholders, did not even allow shareholders to speak at Target since our Lead Director, Douglas Baker, received 10-times as many negative votes as certain other Target directors. Plus Mr. Baker is well entrenched as in a CEO position at another company. For Brian Cornell, Target CEO, this is somewhat like answering to a Lead Director who is a member of the same CEO club — perhaps not in the best interest of shareholders.
Mr. Baker may also be overworked as CEO and as a director at a total of 3 companies. Plus Mr. Baker chaired the Target Nomination Committee and was a member of the Target Executive Pay Committee — maybe not so good because an entrenched CEO might be predisposed to raise the pay of a brother CEO. Meanwhile Mr. Cornell received 5-times as many negative votes as certain other Target directors.its online shareholder meeting.
Please vote to enhance the oversight of our CEO:yes: IndependentImprove BoardOur ChairmanCatch-22ProxyAccess — Proposal 4
TARGET CORPORATION Target Corporation 2018 Proxy Statement 67
Back to Contents
Position of the Board of Directors The Board believes that any decisionthe 20 shareholder group limit contained in Target’s proxy access bylaw continues to maintain a combined Chair/CEO role or to separate these roles should be based on Target’s specific circumstances, the independenceappropriate and capabilities of its directors, and the leadership provided by its CEO. The Board does not believe that separating the roles of Chair and CEO should be mandated or that such a separation would, by itself, deliver additional benefit for shareholders. The Board has a fiduciary duty to act as it believes to be in the best interests of Target and its shareholders. In order
We adopted our proxy access bylaw provision in November 2015, and were among the first companies to meetdo so, recognizing that duty, the Board believes it is importantwas an emerging governance trend that provided additional accountability to maintain the flexibilityshareholders. We were informed by shareholder outreach and emerging best practices by early adopters when we approved it. Under our proxy access bylaw, a shareholder or a group of up to determine which leadership structure best serves those interests as circumstances evolve. The proposal’s offer to phase in the mandatory independent Chair policy for the next CEO transition ignores the importance of maintaining that flexibility. By mandating a prescribed form of Board leadership to an unknown set of circumstances that would apply in the future when the next CEO transition occurs, the proposal will unnecessarily limit the Board’s options in recruiting a successor CEO and applying the leadership structure it believes is in the best interests of Target and its20 shareholders at that time. The Board believes that its current leadership structure and governance practices allow it to provide effective, independent oversight(the “shareholder group limit”) owning 3% or more of our company. Specifically:
●
Our Corporate Governance Guidelines require usoutstanding common stock continuously for at least the previous three years may nominate and include in our proxy statement director candidates constituting up to have a Lead Independent Director with significant responsibilities that are described in detail on page 8 whenever the rolesgreater of Chair and CEO are combined, as they are currently.
●
Our Lead Independent Director is elected annually by the independent, non-employee directors.
●
Independent directors meet frequently in executive sessions that are presided over by our Lead Independent Director with no members of management present. Independent directors use these executive sessions to discuss matters of concern as well as any matter they deem appropriate, including evaluation of the CEO and other senior management, management succession planning, matters to be included on board agendas, board informational needs and board effectiveness.
●
The Chairpersons—and all members—of the Audit & Finance, Nominating & Governance, and Human Resources & Compensation Committees are independent directors. These Board committee chairpersons determine matters to be discussed and materials to be evaluated in the areas covered by their respective committee charters.
The Board regularly reevaluates its Board leadership structure as parttwo individuals or 20% of the Board, evaluation process described under “Board evaluations and refreshment” on page 18, and also does so atprovided that the time of any leadership changes. The proposal’s mandatory policy would eliminate that important Board responsibilityshareholder(s) and the Board’snominee(s) satisfy the requirements specified in our bylaws. For purposes of the 20 shareholder group limit, certain related funds are counted as one shareholder.
We believe a reasonable limit on the number of shareholders that may aggregate shares to satisfy the 3% test is necessary in order to reduce administrative costs and to help reduce the risk of abuse of proxy access rights by shareholders with special interests, including interests unrelated to long-term shareholder value. With our current ownership structure, we believe that the 20 shareholder group limit provides ample ability for shareholders to determineuse proxy access. In particular, based on the most effective formoutstanding shares included in our 2020 Annual Report and publicly disclosed ownership information, our top three largest shareholders each own over 3% of leadership structure, even though the proposal has been consistently supported by less than a majority of Target’sour outstanding common stock, our 20 largest shareholders in the past. The topicaggregate own approximately 45.4% of this proposal most recently wentour outstanding common stock and any combination of 20 of our top 84 shareholders could aggregate to a votemeet the 3% ownership requirement. Given that we are largely institutionally held and our shareholder ownership profile has remained fairly consistent over at least the Target 2015 annual meeting, whenlast three years, there are many opportunities for groups of much less than 20 shareholders to aggregate their shares to reach the 3% ownership requirement. We regularly engage with shareholders regarding our governance practices. Based on those interactions, we have found that our proxy access bylaw has been viewed favorably by the vast majority of shareholders we have engaged with since it received 37.7% supportwas adopted. Further, the 20 shareholder group limit has been widely adopted by companies that have adopted proxy access and is widely endorsed among institutional investors. According to Shearman & Sterling’s 2019 Corporate Governance & Executive Compensation Survey of the shares voted. Through100 largest public companies, approximately 92% of those companies that have adopted proxy access had a 20 shareholder engagement meetings since that vote, we have continued to find that, although shareholders express different views on their preferred leadership structure, there is no prevailing theme on a preferred structure for Target.aggregation limit. The Board is committed to being accountable to shareholders and continuing to seek shareholder feedback on its approach as part of its ongoing shareholder outreach efforts,efforts. Given the thorough and will continuethoughtful process undertaken when our proxy access bylaw was adopted, the opportunity for its meaningful use by our shareholder base, continued favorable shareholder feedback, and the prevalence of the 20 shareholder group limit at companies with proxy access bylaws, the Board continues to reassessbelieve that our proxy access bylaw and its approach to this issue on a regular basis.existing 20 shareholder group limit is in the best interests of Target and its shareholders. | The Board of Directors recommends that shareholders vote Against the shareholder proposal to adopt a policy for an independent chairman.amend the proxy access bylaw to remove the shareholder group limit. |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 68
| | | | TARGET CORPORATION 2021 Proxy Statement | 66 |
Back to Contents Questions and answers about ourthe 2021 Annual Meeting and voting OurThe 2021 Annual Meeting provides shareholders with the opportunity to act upon the items of business described in the accompanying Notice of 20182021 Annual Meeting of Shareholders.Shareholders (Meeting Notice). In addition, the 2021 Annual Meeting serves as a forum where our management reports on Target’s performance and governance during fiscal 20172020 and responds to questions from shareholders.
The proxy materials for ourthe 2021 Annual Meeting include the accompanyingMeeting Notice, of 2018 Annual Meeting of Shareholders, this proxy statementthe 2021 Proxy Statement, and our 2017the 2020 Annual Report. If you received a paper copy of these materials, the proxy materials also include a proxy card or voting instruction form. A proxy is your legal designation of another person to vote the shares you own. The person you designate is called a proxy or proxy holder. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. Any proxy may be revoked at any time prior to completion of voting at the 2021 Annual Meeting by delivering either a proper written notice of revocation of your proxy or a later-dated proxy to our Corporate Secretary, 1000 Nicollet Mall, TPS-2670, Minneapolis, Minnesota 55403. We have designated three of our officers as proxies for the 2021 Annual Meeting—Brian C. Cornell, Cathy R. SmithMichael J. Fiddelke, and Don H. Liu. A proxy statement is the document that contains the information the SEC rules require us to provide when we ask you to sign a proxy designating individuals to vote on your behalf. If your shares are registered directly in your name with Target’s transfer agent, EQ Shareowner Services, you are considered a registered shareholder with respect to those shares. If your shares are held through a broker, trustee, bank, or other nominee, you are considered the “beneficial owner” of those shares. Who may vote and what constitutes a quorum for the 2021 Annual Meeting? Only registered shareholders or beneficial owners holding our outstanding shares at the close of business on the record date (April 16, 2018,12,2021) are entitled to receive notice of the 2021 Annual Meeting and to vote. Target common stock is the only class of voting shares we have outstanding. Each share of common stock will have one vote for each director nominee and one vote on each item of business to be voted on. As of the record date, 535,926,083497,571,030 shares of our common stock were outstanding. We need a quorum to be able to hold the 2021 Annual Meeting. The presence at the 2021 Annual Meeting, in person or by proxy, of the holders of a majority of our common stock outstanding on the record date will constitute a quorum. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the 2021 Annual Meeting for purposes of determining whether there is a quorum. Depending on how you hold your shares, you have up to three options for voting in advance: ● Internet. If you are a registered shareholder or a beneficial owner holding shares through the Target 401(k) Plan, you may vote through the Internet by going to the website identified on your proxy card or Notice of Internet Availability of Proxy Materials (Notice)Notice, entering the Control Numbercontrol number found on your proxy card or Internet Availability Notice, and following the instructions on the website. If you are a beneficial owner holding shares outside of Target’sthe Target 401(k) Plan you may vote through the Internet if your broker, trustee, bank, or nominee makes that method available by going to the website identified on your voter instruction form or Internet Availability Notice, entering the Controlcontrol number found on the voter instruction form or Internet Availability Notice, and following the instructions on that website. Internet voting is available 24 hours a day, seven days a week up to the deadline. The Internet voting deadline for shares held by a beneficial owner through the Target 401(k) Plan is 6:00 a.m. Eastern Daylight Time on June 11, 2018.7, 2021. For all registered shareholders or other beneficial owners, the deadline is 11:59 p.m. Eastern Daylight Time on June 12, 2018.8, 2021. TARGET CORPORATION Target Corporation 2018 Proxy Statement 69
| | | | TARGET CORPORATION 2021 Proxy Statement | 67 |
Back to Contents ● Telephone. If you are a registered shareholder or a beneficial owner holding shares through the Target 401(k) Plan, you may vote by touch-tone telephone by either calling the toll-free number identified on your proxy card or, after viewing the proxy materials on the website provided in your Internet Availability Notice, calling the toll-free number for telephone voting identified on the website, and following the recorded instructions during the call. If you are a beneficial owner holding shares outside of the Target 401(k) Plan you may vote by touch-tone telephone if your broker, trustee, bank, or nominee makes that method available by either calling the toll-free number identified on your voter instruction form or, after viewing the proxy materials on the website provided in your Internet Availability Notice, calling the toll-free number for telephone voting identified on that website, and following the recorded instructions during the call. Telephone voting is available 24 hours a day, seven days a week up to the deadline. The telephone voting deadline for shares held by a beneficial owner through the Target 401(k) Plan is 6:00 a.m. Eastern Daylight Time on June 11, 2018.7, 2021. For all registered shareholders or other beneficial owners, the deadline is 11:59 p.m. Eastern Daylight Time on June 12, 2018.8, 2021. ● Mail. If you are a registered shareholder or a beneficial owner holding shares through the Target 401(k) Plan, you may vote by completing, properly signing, and mailing a written proxy card. If you are a beneficial owner holding shares outside of the Target 401(k) Plan you may vote by completing, properly signing, and mailing a written voter instruction form. If you did not receive a proxy card or voter instruction form by mail, you must request a written copy of the proxy materials, which will include a proxy card or voter instruction form, by visiting www.proxyvote.com, dialing 1-800-579-1639, or emailing sendmaterial@proxyvote.com. If requesting a written copy of the proxy materials, please be prepared to provide your control number, which can be found in your Internet Availability Notice. Those shareholders voting by mail should return their proxy card or voter instruction form promptly to ensure it is received before the date of the 2021 Annual Meeting or, for participants in the Target 401(k) Plan, by 6:00 a.m. Eastern Daylight Time on June 11, 2018.7, 2021. In addition, you may vote in person at the 2021 Annual Meeting if you follow these procedures: ● InAt Person.the2021AnnualMeeting. If you are a registered shareholder, you may vote in personYou must enter the 16-digit control number found on your proxy card, voter instruction form, or Internet Availability Notice, as applicable, at the time you log into the meeting at virtualshareholdermeeting.com/TGT2021. For information about attending the 2021 Annual Meeting, unless you have legally appointed another proxy to vote on your behalf and not revoked that appointed proxy. If you are a beneficial owner you may vote in person at the Annual Meeting if you have obtained a legal proxy from your broker, trustee, bank or nominee. Please note that if you are a beneficial owner and request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the Annual Meeting and vote in person or legally appoint another proxy to vote on your behalf. Registered shareholders and beneficial owners planning to attend the Annual Meeting and vote in person must follow the instructions provided inplease see Question 12 “How can I attend the 2021 Annual Meeting?” on page 71.70.
If you are a registered shareholder and return your proxy card without instructions, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors.Board. If you are a beneficial owner you generally cannotand do not vote your shares directly andat the 2021 Annual Meeting, you must instead instruct your broker, trustee, bank, or nominee how to vote your shares using the voting instruction form provided by that intermediary. If you do not vote your shares at the 2021 Annual Meeting and do not provide voting instructions, whether your shares can be voted by your broker, bank, or nominee depends on the type of item being considered. ● Non-Discretionary Items. If you do not provide voting instructions for any of the non-discretionary items at the 2021 Annual Meeting, your broker, bank, or nominee cannot vote your shares, resulting in a “broker non-vote.” All items of business other than Item 2 (Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm) are non-discretionary items. Shares constituting broker non-votes will be counted as present for the purpose of determining a quorum at the 2021 Annual Meeting, but generally are not counted or deemed to be present in person or by proxy for the purpose of voting on any of the non-discretionary items. ● Discretionary Items. Even if you do not provide voting instructions, your broker, bank, or nominee may vote in its discretion on Item 2 (Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm) because it is a discretionary item. If you hold shares through a trust, whether your trustee can vote your shares if you do not provide voting instructions depends on the agreement governing the trust holding your shares. Voting for shares held in the Target 401(k) Plan is detailed in the following Question 8 “How will shares in the Target 401(k) Plan be voted?”. As of the date of this proxy statement,the 2021 Proxy Statement, we know of no matters that will be presented for determination at the 2021 Annual Meeting other than those referred to in this proxy statement.the 2021 Proxy Statement. If any other matters properly come before the 2021 Annual Meeting calling for a vote of shareholders, proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion. This proxy statementThe 2021 Proxy Statement is being used to solicit voting instructions from participants in the Target 401(k) Plan with respect to shares of our common stock that are held by the trustee of the plan for the benefit of plan participants. If you are a plan participant and also own other shares as a registered shareholder or beneficial owner, you will separately receive proxy materials to vote those other shares you hold outside of the Target 401(k) Plan. If you are a plan participant, you must instruct the plan trustee to vote your shares in advance of the 2021 Annual Meeting by utilizing one of the methods described on the voting instruction form that you receive in connection with your shares held in the plan.Target 401(k) Plan. If you do not give voting instructions, the trustee generally will vote the shares allocated to your personalTarget 401(k) Plan account in proportion to the instructions actually received by the trustee from participants who give voting instructions.
TARGET CORPORATION Shares held within the Target Corporation 2018 Proxy Statement 70401(k) Plan may only be voted by the trustee pursuant to voting instructions received in advance of the 2021 Annual Meeting, and may not be voted by a participant at the 2021 Annual Meeting.
| | | | TARGET CORPORATION 2021 Proxy Statement | 68 |
Back to Contents Item of business | Board recommendation | Voting approval
standard | Effect of
abstention | Effect of broker non-vote | Item 1: Election of 12 directors | FOR
each Director Nominee | More votes “FOR” than “AGAINST” | No effect | No effect | Item 2: Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm | FOR | Majority of shares present and entitled to vote(1) | Vote Againstagainst | Not applicable | Item 3: Advisory approval of executive compensation | FOR | More votes “FOR” than “AGAINST” | No effect | No effect | Item 4: Shareholder proposal to adoptamend athe policyproxy foraccess
an independent chairmanbylawtoremovetheshareholdergrouplimit | AGAINST | Majority of shares present and entitled to vote(1)(3) | Vote Againstagainst(3) | No effect(2) | (1) This amount must be at least a majority of the minimum number of shares entitled to vote that would constitute a quorum. “Shares present” includes shares represented in person or by proxy at the 2021 Annual Meeting. (2) If quorum cannot be established without including broker non-votes, then those broker non-votes required to establish a minimum quorum will have the same effect as votes “Against.” (3) For purposes of determining the level of support needed for a shareholder to be eligible to resubmit a shareholder proposal in a following year using Rule 14a-8 under the Exchange Act, the SEC uses a simple majority standard that compares the votes cast “FOR” to votes cast “AGAINST” an item (which gives abstentions “No effect”). Proxy advisory firms, such as Institutional Shareholder Services and Glass Lewis, also use a simple majority standard in determining the level of support for shareholder proposals. |
An item of business will not be considered to be approved unless it meets the applicable “Voting approval standard” listed above. However, we believe in being responsive to shareholder input, and will consider whether there is majority opposition to management proposals or majority support for shareholder proposals (whether binding or non-binding) using a simple majority of more votes “FOR” than “AGAINST” in determining the level of support for purposes of the Board’s response. Subject to the described exceptions, where the shareholder has requested confidentiality on the proxy card, our policy is to treat all proxies, ballots, and voting tabulations of a shareholder confidentially. If you so request, your proxy will not be available for examination and your vote will not be disclosed prior to the tabulation of the final vote at the 2021 Annual Meeting, exceptexcept: (a) to meet applicable legal requirements, (b) to allow the independent election inspectorsinspector to count and certify the results of the vote, or (c) if there is a proxy solicitation in opposition to the Board, of Directors, based upon an opposition proxy statement filed with the SEC. The independent election inspectorsinspector may at any time inform us whether a shareholder has voted. Voting instructions for shares held in the Target 401(k) planPlan will be confidential as required by the terms of the Target 401(k) planPlan administered by the trustee. Yes. Even after you have submitted your proxy, you may change your vote at any time by by: ● mailing a later-dated proxy card, or by ● voting again via telephone or Internet before the applicable deadline—deadline, or ● voting at the 2021 Annual Meeting by entering the 16-digit control number found on your proxy card, voter instruction form, or Internet Availability Notice, as applicable. Please see the instructions under Question 6 “How do I vote?” on page 69. If you are a registered shareholder, you can also change your vote by attending the Annual Meeting in person and delivering a proper written notice of revocation of your proxy. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy.67. | | | | TARGET CORPORATION 2021 Proxy Statement | 69 |
Back to Contents OnlyTypes of attendees
● Shareholders. If you are a registered shareholdersshareholder or beneficial ownersowner of common stock holding shares at the close of business on the record date (April 16, 2018)(April12,2021), or their duly appointed proxies,you may attend the 2021 Annual Meeting by visitingvirtualshareholdermeeting.com/TGT2021 and logging in by entering the 16-digit control number found on your proxy card, voter instruction form, or Internet Availability Notice, as applicable. Only shareholders who entered the 2021 Annual Meeting with their 16-digit control numbers may vote and submit questions at the 2021 Annual Meeting. ● Guests. If you planare not a shareholder or are a shareholder who lost or does not otherwise have a 16-digit control number, you will be able to attend the 2021 Annual Meeting you must: ●
Present a government-issued photo identification on the day of the Annual Meeting, suchby visitingvirtualshareholdermeeting.com/TGT2021 and registering as a driver’s license, state-issued ID card, or passport, and
●
Establish proof of ownership using one ofguest. If you enter the following permitted methods:
TARGET CORPORATION Target Corporation 2018 Proxy Statement 71
Back to Contents
Attendee
| Permitted proof of ownership
| Registered shareholder
| Anyoneofthefollowing:
●
RegisteredShareholderList.Your name will be verified against our list of registered shareholders as of the record date;
●
ProxyCard. The proxy card thatmeeting as a guest, you received in the mail or, if you have already voted and returned your proxy card, the top part of the proxy card marked “Keep this Portion for Your Records”;
●
NoticeofInternetAvailabilityofProxyMaterials. The Notice of Internet Availability of Proxy Materials that you received in the mail containing a valid control number; or
●
EmailwithVotingInstructions. A copy of the email you received with instructions containing a link to the website where our proxy materials are available, a link to the proxy voting website and a valid control number.
| | | Beneficial owner through the Target 401(K) Plan
| Anyoneofthefollowing:
●
AccountStatement. Your account statement showing your share ownership as of the record date;
●
ProxyCard. The proxy card that you received in the mail or, if you have already voted and returned your proxy card, the top part of the proxy card marked “Keep this Portion for Your Records”;
●
NoticeofInternetAvailabilityofProxyMaterials. The Notice of Internet Availability of Proxy Materials that you received in the mail containing a valid control number;
●
EmailwithVotingInstructions. A copy of the email you received with instructions containing a link to the website where our proxy materials are available, a link to the proxy voting website and a valid control number;
●
LegalProxy. A valid legal proxy containing a valid control number or a letter from a registered shareholder naming you as proxy; or
●
LetterfromIntermediary. A letter from a broker, trustee, bank or nominee holding your shares confirming your ownership as of the record date.
| | | Other beneficial owner
| Anyoneofthefollowing:
●
AccountStatement. Your account statement showing your share ownership as of the record date;
●
VotingInstructionForm. The voting instruction form you received in the mail from your broker, trustee, bank or nominee holding your shares containing a valid control number;
●
NoticeofInternetAvailabilityofProxyMaterials. The Notice of Internet Availability of Proxy Materials that you received in the mail containing a valid control number;
●
EmailwithVotingInstructions. A copy of the email you received with instructions containing a link to the website where our proxy materials are available, a link to the proxy voting website and a valid control number;
●
LegalProxy. A valid legal proxy containing a valid control number or a letter from a registered shareholder naming you as proxy; or
●
LetterfromIntermediary. A letter from a broker, trustee, bank or nominee holding your shares confirming your ownership as of the record date.
| | | Guest
| ●
You must be accompanied by a shareholder who pre-registered no later than June 8, 2018 by submitting a request to Target’s Investor Relations Department, providing proof of ownership and submitting your name as the shareholder’s guest.
●
Only one guest is permitted per shareholder.
| | | Authorized representative
| ●
Where the shareholder is an entity or the shareholder is unable to attend the Annual Meeting, the shareholder may have an authorized representative attend on that shareholder’s behalf.
●
A shareholder desiring to have an authorized representative attend on the shareholder’s behalf must pre-register that authorized representative no later than June 8, 2018 by submitting a request to Target’s Investor Relations Department, providing proof of the shareholder’s ownership, identifying the authorized representative and authorizing the authorized representative to attend the Annual Meeting on the shareholder’s behalf.
●
Only one authorized representative is permitted per shareholder.
|
Any person who does not have identification and establish proof of ownership will not be admittedable to vote any shares or submit questions during the Annual Meeting.meeting.
Logistics and technical support We will decide at our sole discretion whetherAttendees may enter the documentation you present for admission to the2021 Annual Meeting meetsatvirtualshareholdermeeting.com/TGT2021 beginning at 9:45 a.m. Central Daylight Time on June 9, 2021, and the admission requirements.meeting will begin promptly at 10:00 a.m. Central Daylight Time. If you hold your shares inexperience any technical difficulties during the meeting, a joint account, both owners cantoll free number will be admitted toavailable on the virtual shareholder meeting website for assistance.
Other questions If you have additional questions about the 2021 Annual Meeting, if proof of joint ownership is provided and you both provide identification. To expedite the admission process we strongly encourage all shareholders wishing to attend the Annual Meeting to pre-register by submitting their attendance request and proof of ownership to Target’splease contact Investor Relations Department by email at investorrelations@target.com or by telephone at (800) 775-3110. Pre-registration requests will be processed in the order in which they are received and must be received no later than June 8, 2018.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 72
Back to Contents
Same-day registrationFormat
Due to the continuing uncertainty regarding the Pandemic, we are holding the 2021 Annual Meeting in a virtual-only meeting format to support the health and admittancewell-being of our team members and shareholders. You will beginnot be able to attend the 2021 Annual Meeting at 8:00 a.m. Mountain Daylight Time. We will have two separate lines, one for pre-registered attendees and one for same-day registering attendees.a physical location. If youwe are able to safely do not pre-register for the meeting, you should allow ample time for the same-day registration, asso, we do not intend to admit any attendees after the meeting starts. Both pre-registered attendees and same-day registering attendees must present their identification to be admitted to the Annual Meeting.resume holding in-person annual meetings beginning in 2022. An Annual MeetingRules of conduct
A program containing rules of conduct for the 2021 Annual Meeting, similar to that used for our regular in-person meetings, will be provided to attendees. Theattendees at virtualshareholdermeeting.com/TGT2021. Question and answer session A shareholder who has entered the 16-digit control number found on their proxy card, voter instruction form, or Internet Availability Notice, as applicable, may submit a question for the 2021 Annual Meeting either: ● in real time during the 2021 Annual Meeting at virtualshareholdermeeting.com/TGT2021, or ● in advance of the 2021 Annual Meeting at www.proxyvote.com. Questions will be read at the 2021 Annual Meeting by one of our representatives. Questions and answers may be grouped by topic and substantially similar questions may be answered once. To promote fairness and efficient use of cameras, video and audio recording devices and other electronic devices at the Annual Meeting is prohibited, and such devicesresources, only one question may be asked per shareholder. Questions will be limited to topics relevant to Target’s business. For example, personal matters are not appropriate topics. In addition, statements of advocacy that are not questions or do not relate to Target’s business will not be allowed inaddressed. For appropriate questions that are not otherwise addressed during the 2021 Annual Meeting, we may choose to communicate an answer directly to the submitting shareholder or any other related areas, except by credentialed media. We realize that many cellular phones have built-in digital cameras and recording functions, and while you may bring these phones intopublish the venue, you may not use the camera or recording functionsanswer on our investor relations website at any time.investors.target.com. | | | | TARGET CORPORATION 2021 Proxy Statement | 70 |
Back to Contents You canmay access our proxy statement and 20172021 Proxy Statement, 2020 Annual Report, SEC filings, key corporate governance documents, and other information in a number of different ways, free of charge: | | Methods of access | | Website | Electronic delivery | Hard copy | Proxy Materials 2021Proxy Statement 2020Annual Report | investors.target.com Register to receive email alerts by entering your email address under “Investor Email Alerts.“investor email alerts.” | Sign up at investors.target.com
(hover over “company,” then click on “investors”, then “shareholder services” in the “investors” column, and click on “Signthen “sign up for E-Delivery”e-delivery”) | Contact Investor Relations
Email
investorrelations@target.com
Phone (800) 775-3110
Mail
Target Corporation
Attn: Investor Relations
1000 Nicollet Mall, TPN-0841
Minneapolis, Minnesota 55403
Online
investors.target.com
(hover over “company” then click on “investors”, then “shareholder services” in the “investors” column, and click onthen “Request Company Materials”company materials”) | Other Information Other Periodic Reports: | investors.target.com
Register to receive email alerts by entering your email address under “Investor Email Alerts.“investor email alerts.” | Contact Investor Relations
Email
investorrelations@target.com | Contact Investor Relations
Email
investorrelations@target.com
Phone (800) 775-3110
Mail
Target Corporation
Attn: Investor Relations
1000 Nicollet Mall, TPN-0841 Minneapolis, Minnesota 55403 | Corporate Governance Documents: ● Articles of Incorporation ● Corporate Governance Guidelines (includes Director Code of Ethics) ● Board Committee Charters ● Business Conduct GuideCode of Ethics
| investors.target.com
(hover over “company,” then click on “investors” and then “corporate governance” in the “investors” column)) | Corporate
Responsibility Report | https://corporate.target.com/
corporate-responsibility/goals-reporting | | |
TARGET CORPORATION Target Corporation 2018 Proxy Statement 73
Back to Contents
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain shareholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our annual report and proxy statement, unless one or more of these shareholders notifies us that they would like to continue to receive individual copies. This will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings. If you and other shareholders with whom you share an address currently receive multiple copies of our annual report and/or proxy statement, or if you hold stock in more than one account, and in either case, you would like to receive only a single copy of the annual report or proxy statement for your household, please contact our Investor Relations Department by email, phone, or mail using the information in the “Hard Copy” column of Question 14. If you participate in householding and would like to receive a separate copy of our 2017the 2020 Annual Report or this proxy statement,the 2021 Proxy Statement, please contact us in the manner described in the immediately preceding paragraph.Investor Relations. We will deliver the requested documents to you promptly upon receipt of your request. Proxies are being solicited principally by mail, by telephone, and through the Internet. In addition to sending you these materials, some of our directors and officers, as well as management employees, may contact you by telephone, mail, email, or in person. You may also be solicited by means of news releases issued by Target, postings on our website, www.target.com, and print advertisements. None of our officers or employees will receive any extra compensation for soliciting you. We have retained Morrow Sodali LLC to act as a proxy solicitor for a fee estimated to be $25,000, plus reimbursement of out-of-pocket expenses. We will pay the expenses in connection with our solicitation of proxies. | | | | TARGET CORPORATION 2021 Proxy Statement | 71 |
Back to Contents Shareholders and other interested parties seeking to communicate with any individual director or group of directors may send correspondence to Target Board of Directors, c/o Corporate Secretary, 1000 Nicollet Mall, TPS-2670, Minneapolis, Minnesota 55403 or email BoardOfDirectors@target.com, which is managed by the Corporate Secretary. The Corporate Secretary, in turn, has been instructed by the Board to forward all communications, except those that are clearly unrelated to Board or shareholder matters, to the relevant Board members. ShareholderAny shareholder proposals
Proposals by shareholders that are submitted for inclusion in our proxy statement for our 2019 annual meeting of shareholders must follow the procedures provided in Rule 14a-8 under the Exchange Act. To be timely under Rule 14a-8, they or director nominations must be received bysubmitted in writing to our Corporate Secretary by January 4, 2019. The contact information for our Corporate Secretary isc/o Target Corporation, 1000 Nicollet Mall, Mail Stop TPS-2670, Minneapolis, Minnesota 55403. Additional details for those submissions are provided below.
Shareholder proposals This section deals with shareholder proposals other than director nominations. If you wish to nominate a director candidate, please see the section that follows under the heading “Nomination of director candidates.” The deadlines and requirements for submitting a shareholder does not submitproposal depend on whether a shareholder seeks to have the proposal for inclusionincluded in our proxy statement but does wishfor the 2022 Annual Meeting (the 2022 Proxy Statement) using Rule 14a-8 under the Exchange Act: ● ProposalsofbusinessnotusingRule14a-8. Under our bylaws, if a shareholder wants to propose an item of business to be considered at an annual meeting of shareholders (other than director nominations), thatthe 2022 Annual Meeting, the shareholder must give advance written notice of such proposal to our Corporate Secretary which notice must be received at least 90 days prior to the anniversary of the most recent annual meeting of shareholders. For our 2019 annual meeting of shareholders, notice must be received by March 15, 2019, and11, 2022. The advance written notice must comply with all applicable statutes and regulations, as well as certain other provisions contained in our bylaws, which generally require the shareholder to provide a brief description of the proposed business, reasons for proposing the business, and certain information about the shareholder and the Target securities held by the shareholder. ● NominationProposals of directorbusiness usingRule14a-8. A shareholder who wants to propose an item of business to be included in our 2022 Proxy Statement using Rule 14a-8 must follow the procedures provided in Rule 14a-8. In addition, the proposal must be received by our Corporate Secretary by December 27, 2021.
Nomination of director candidates The deadlines and requirements for director candidates recommended for consideration or nominated by a shareholder are as follows: ● RecommendingacandidateforGovernanceCommitteeconsideration.Any shareholder who wisheswants to recommend a candidate for the Nominating & Governance Committee to consider nominating as a candidate for nominationdirector at the 2022 Annual Meeting should submit a written request and related information to our Corporate Secretary no later than December 31, of2021 in order to allow for sufficient time to consider the calendar year preceding the next annual meeting recommendation. ● Directlynominatingadirectorcandidateoutsideof shareholders.our2022ProxyStatement. Under our bylaws, if a shareholder plans to directly nominate a person as a director at an annual meeting of shareholders,the 2022 Annual Meeting, the shareholder is requiredmust give advance written notice of the director nomination to place the proposed director’s name in nomination by written request received by our Corporate Secretary at least 90 days prior to the anniversary of the most recent annual meeting of shareholders. Shareholder-proposed nominations for our 2019 annual meeting of shareholders must be received by March 15, 2019,11, 2022, and must comply with all applicable statutes and regulations, as well as certain other provisions contained in our bylaws, which generally require the shareholder to provide certain information about the proposed director, the shareholder, and the Target securities held by the shareholder. ● Nominatingadirectorcandidatetobeincludedinour2022ProxyStatementusingourproxyaccessbylaw.In addition,order to nominate a director candidate for inclusion in our bylaws provide that under certain circumstances,2022 Proxy Statement, a shareholder or group of shareholders may include director candidates that they have nominated inmust comply with our proxy statement for an annual meeting of shareholders. These proxy access provisions of our bylaws provide, among other things,bylaw, which generally provides that a shareholder or group of up to 20 shareholders seeking to include their director candidates in our proxy statement must own 3% or more of Target’s outstanding common stock continuously for at least the previous three years. The numberyears, and may nominate up to the greater of TARGET CORPORATION Target Corporation 2018 Proxy Statement 74
Back to Contents
shareholder-nominated candidates appearing in any proxy statement cannot exceed two individuals or 20% of the number of directors then serving on the Board, but may be at least two directors. If 20% is not a whole number, the maximum number of shareholder-nominated candidates would be the closest whole number below 20%.Board. Based on the current Board size of12 directors, the maximum number of proxy access candidates that we would be required to include in our proxy statementthe 2022 Proxy Statement is two. Nominees submitted under the proxy access procedures that are later withdrawn or are included in the proxy materials as Board-nominated candidates will be counted in determining whether the 20% maximum has been reached. If the number of shareholder nominated candidates exceeds 20%, each nominating shareholder or group of shareholders may select one nominee for inclusion in the proxy materials until the maximum number is reached. The order of selection would be determined by the amount (largest to smallest) of shares of Target common stock held by each nominating shareholder or group of shareholders. Requests to include shareholder-nominated director candidates in our proxy materials for next year’s annual meeting of shareholders2022 Proxy Statement must be received by our Corporate Secretary not less than 120 days and not more than 150 days prior to the anniversary of the date that the Target distributed its proxy statement to shareholders for the preceding year’s annual meeting of shareholders. For our 2019 Annual Meeting, notice must be received by not earlier than December 5, 2018,November 27, 2021, and not later than January 4, 2019. The nominating shareholder or group of shareholders also must deliver the information required by our bylaws, and eachDecember 27, 2021. Each nominee must meet the qualifications required by our bylaws. In addition, the nominating shareholder or group of shareholders must provide certain information and meet the other specific requirements of our bylaws.
TARGET CORPORATION Target Corporation 2018 Proxy Statement 75
| | | | TARGET CORPORATION 2021 Proxy Statement | 72 |
Back to Contents This page is intentionally left blank.
Back to Contents This page is intentionally left blank.
Back to Contents
Back to Contents
Back to Contents 
Back to Contents 
Back to Contents 
Back to Contents 
Back to Contents
Back to Contents
|
