UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. __)
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Filed by the Registrant |
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Filed by a Party other than the Registrant |
Check
the appropriate box: |
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Preliminary Proxy Statement |
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting
Material under §240.14a-12 |
TARGET CORPORATION
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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): |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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PROXY STATEMENT
AND NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
Wednesday, June 10, 2015 at 8:00 a.m. PDT
Bently Reserve
400 Sansome Street
San Francisco, California 94111
Dear Fellow Shareholder,
We are providing the enclosed proxy materials
in preparation for our 2015 Annual Meeting of Shareholders. At last year’s meeting, we were in a period of significant transition,
and I am pleased to report that your Board and Company have made significant progress since that time. In particular:
• | The Board named Brian Cornell as Chairman & Chief Executive Officer in July, 2014.
Mr. Cornell is the first ever CEO hired directly from outside the organization and brings a wealth of experience in both retailing
and consumer product marketing to Target. |
• | The Board supported management’s recommendation to discontinue our Canadian
operations. Although this decision was difficult, your Board believes that it will lead to improved financial results and, most
importantly, allow the management team to focus its energy on accelerating profitable growth in the U.S. market. |
• | Given the evolving environment around risk oversight, during 2014 we embarked on a
comprehensive review of risk oversight at the management, Board and Committee levels, with the assistance of a third-party strategy,
risk management and regulatory compliance consultant. As a result of that comprehensive review, in January 2015 we clarified and
enhanced existing practices to provide more transparency about how risk oversight is exercised at the Board and Committee levels. |
We also experienced a significant transition
at the Board level. After nearly 20 years of dedicated service, Jim Johnson, who had been our Lead Independent Director, will be
retiring from our Board at the end of his current term. The Board is grateful to Jim for his leadership, wisdom and exemplary service.
In light of Jim’s retirement, the Board
engaged in an in-depth process to select a new Lead Independent Director, and it is with a mix of honor and humility that I have
agreed to take on this role. In this role I will work to support and enable the Board and management as we work to deliver on our
responsibilities to our shareholders of continuing Target’s long history of profitable growth, great citizenship and shareholder
responsiveness.
On behalf of the Board of Directors, I invite
you to attend Target Corporation’s 2015 Annual Meeting of Shareholders. The accompanying proxy statement and 2014 Annual
Report on Form 10-K contain information about:
• | The date, location, and time of the meeting. |
• | Business matters on which you are encouraged to vote. |
• | Governance and executive compensation disclosures, including the changes we made this
past year in response to developments in our business and our continuing shareholder outreach efforts. |
• | Our 2014 financial results. |
We value your feedback and thank you for
your continued support of Target.
Douglas M. Baker, Jr.
Lead Independent Director
2015 Proxy Statement │ TARGET CORPORATION 3
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2015 Proxy Statement │ TARGET CORPORATION 4
Notice of 2015 Annual Meeting
of Shareholders |
Wednesday, June 10, 2015
8:00 a.m. Pacific Daylight Time
Bently Reserve located at 400 Sansome
Street, San Francisco, California 94111
TO OUR SHAREHOLDERS
You are invited to attend Target Corporation’s
2015 Annual Meeting of Shareholders to be held at Bently Reserve located at 400 Sansome Street, San Francisco, California 94111
on Wednesday, June 10, 2015 at 8:00 a.m. Pacific Daylight Time.
PURPOSE
Shareholders will vote on the following items of business:
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1. | Election of all 10 directors named in our proxy statement to our Board of Directors
for the coming year; |
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2. | Ratification of the appointment of Ernst & Young LLP as our independent registered
public accounting firm; |
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3. | Approval, on an advisory basis, of our executive compensation; |
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4. | Approval of the Target Corporation Amended & Restated 2011 Long-Term Incentive
Plan; |
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5. | The shareholder proposals contained in this proxy statement, if properly presented
at the meeting; and |
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6. | Transaction of any other business properly brought before the meeting or any adjournment. |
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You may vote if you were a shareholder of
record at the close of business on April 13, 2015. We hope you will be able to attend the Annual Meeting, but if you cannot
do so, it is important that your shares be represented. If you plan to attend the meeting, please follow the instructions provided
in Question 12 “How can I attend the Annual Meeting?” on page 85 of the proxy statement.
Following the formal business of the meeting,
our Chairman and CEO will provide prepared remarks, followed by a question and answer session.
We urge you to read the proxy statement carefully,
and to vote in accordance with the Board of Directors’ recommendations by telephone or Internet, or by signing, dating, and
returning the enclosed proxy card in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting.
Thank you for your continued support.
Sincerely,
Timothy R. Baer
Corporate Secretary
Approximate Date of
Mailing of Proxy Materials or
Notice of Internet Availability:
April 27, 2015
2015 Proxy Statement │ TARGET CORPORATION 5
Table of Contents
2015 Proxy Statement │ TARGET CORPORATION 6
2015 Proxy Statement │ TARGET CORPORATION 7
PROXY STATEMENT
Annual Meeting of Shareholders June 10, 2015
The Board of Directors of Target Corporation solicits the enclosed
proxy for the 2015 Annual Meeting of Shareholders, and for any adjournment thereof.
PROXY SUMMARY
This
summary highlights information described in other parts of this proxy statement,
and does not contain all of the information you should consider in voting.
Please read the entire proxy statement carefully before voting.
TARGET
2015 ANNUAL MEETING OF SHAREHOLDERS
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June 10, 2015 |
Bently Reserve |
8:00 a.m. Pacific Daylight Time |
400 Sansome Street |
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San Francisco, California 94111 |
ITEMS
OF BUSINESS
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BOARD’S |
ITEM |
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RECOMMENDATION |
Election of 10 Directors (page 17) |
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FOR each
Director Nominee |
Ratification of Independent Registered Public Accounting Firm
(page 68) |
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FOR |
Advisory Approval of Executive Compensation (page 70) |
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Approval of the Target Corporation Amended & Restated 2011 Long-Term Incentive Plan (page 72) |
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Shareholder Proposals,
if Properly Presented (pages 79-81) |
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AGAINST |
QUESTIONS
AND ANSWERS ABOUT OUR ANNUAL MEETING AND VOTING
We encourage you to review the “Questions and Answers About
Our Annual Meeting and Voting” beginning on page 82 for answers to common questions on the rules and procedures surrounding
the proxy and annual meeting process, as well as the business to be conducted at our Annual Meeting.
ADMISSION
AT THE MEETING
If you plan to attend the Annual Meeting in person, please see
the information in Question 12 “How can I attend the Annual Meeting?” on page 85. We strongly encourage you to pre-register.
If you plan to bring a guest you must pre-register by June 5, 2015. Any person who does not present identification and establish
proof of ownership will not be admitted to the Annual Meeting.
2015 Proxy
Statement │ TARGET
CORPORATION 8
VOTING
If you held shares of Target common stock as of the record date
(April 13, 2015) you are entitled to vote at the Annual Meeting.
Your
vote is important. Thank you for voting.
ADVANCE
VOTING METHODS AND DEADLINES
METHOD |
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INSTRUCTION |
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DEADLINE |
Internet
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• Go to website identified
on proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials
• Enter Control Number
on proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials
• Follow instructions
on the screen
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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 9, 2015
• Participants in
the Target 401(k) Plan – 6:00 a.m. Eastern Daylight Time on June 8, 2015
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Telephone
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• 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, call the toll-free number for telephone voting identified on the website
• Enter Control Number
on the proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials
• Follow the recorded
instructions
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Mail
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• Mark your selections
on the enclosed proxy card or voter instruction form
• Date and sign your
name exactly as it appears on the proxy card or voter instruction form
• Promptly mail the proxy
card or voter instruction form in the enclosed postage-paid envelope
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Return promptly to ensure proxy card or voter instruction form is received before the date of the Annual Meeting or, for participants in the Target 401(k) Plan, by 6:00 a.m. Eastern Daylight Time on June 8, 2015 |
If you received a Notice of Internet Availability of Proxy
Materials and would like to vote by mail, you must follow the instructions on the 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 Annual Meeting. Please see the information in Question 3 “What is a proxy and what is a proxy statement?” on page 82.
VOTING
AT THE MEETING
All registered shareholders may vote in person at the Annual
Meeting. Beneficial owners may vote in person at the Annual Meeting if they have a legal proxy. Please see the information in Question
6 “How do I vote?” on page 82. In either case, shareholders wishing to attend the meeting must follow the procedures
under “Admission at the Meeting.”
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability
of Proxy Materials for the Shareholders Meeting to be held on June 10, 2015.
The
proxy statement and annual report are available at www.proxyvote.com.
2015 Proxy
Statement │ TARGET
CORPORATION 9
GENERAL INFORMATION ABOUT CORPORATE GOVERNANCE AND THE
BOARD OF DIRECTORS
CORPORATE GOVERNANCE HIGHLIGHTS
At Target, we have actively supported strong corporate governance
practices for decades. Our Board of Directors recognizes that our corporate governance practices must continually evolve to appropriately
balance the interests of our stakeholders in order to effectively serve our guests, team members, shareholders and the communities
in which we do business. Supporting that philosophy, we have adopted a balanced set of corporate governance practices, including:
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MORE |
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PRACTICE |
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DESCRIPTION |
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INFORMATION |
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BOARD
COMPOSITION AND ACCOUNTABILITY |
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Independence |
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A majority of our directors must be independent. Currently, all of our directors other than our CEO are independent, and all of our Committees consist exclusively of independent directors. |
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Diversity of Relevant Experiences |
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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. |
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Lead Independent Director |
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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 is elected annually by the independent directors. |
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Annual Management Succession Planning Review |
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Our Board conducts an annual review of management development and succession planning, with the Nominating & Governance Committee coordinating the Board’s review of CEO succession planning. |
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Director Tenure Policies |
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Our director tenure policies include mandatory retirement at age 72, a maximum term limit of 20 years and a separate five-year term limit for directors who retire from active employment in order to ensure the Board regularly benefits from a balanced mix of perspectives and experiences. In addition, a director is required to submit an offer of resignation for consideration by the Board upon any change in the director’s principal employment. |
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Director Overboarding Policy |
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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 outside public company boards (including our Board). |
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Committee Membership and Leadership Rotations |
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The Board appoints members of its Committees on an annual basis, 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. |
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Board Evaluations and Board Refreshment |
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To enhance Board functioning and the effectiveness of the Board-management relationship for the benefit of Target and its shareholders, the Board regularly evaluates its performance through self-evaluations, corporate governance reviews and periodic charter reviews. Those evaluations, 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 skillsets for future Board members. |
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Risk Oversight |
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During 2014, we clarified and enhanced existing practices to provide more transparency about how risk oversight is exercised at the Board and Committee levels, and reallocated and clarified risk oversight responsibilities among the Committees. |
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SHAREHOLDER RIGHTS |
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Annual Election of Directors |
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All directors are elected annually, which reinforces our Board’s accountability to shareholders. |
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Majority Voting Standard for Director Elections |
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Our Articles of Incorporation mandate that directors be elected under a “majority voting” standard in uncontested elections—each director must receive more votes “For” his or her election than votes “Against” in order to be elected. |
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Director Resignation Policy |
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An incumbent director who is not re-elected must promptly offer to resign. The Nominating & 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. |
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Single Voting Class |
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Target common stock is the only class of voting shares outstanding. |
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10% Threshold for Special Meetings |
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Shareholders holding 10% or more of Target’s outstanding stock have the right to call a special meeting of shareholders. |
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No Poison Pill |
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We do not have a poison pill. |
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COMPENSATION |
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Follow Leading Practices |
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See “Target’s Executive Compensation Practices.” |
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2015 Proxy
Statement │ TARGET
CORPORATION 10
OUR DIRECTORS
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NAME |
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AGE |
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DIRECTOR
SINCE |
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COMPANY |
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TITLE |
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INDEPENDENT |
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OTHER
CURRENT
PUBLIC COMPANY
BOARDS |
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Roxanne S. Austin |
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54 |
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2002 |
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Austin Investment Advisers |
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President |
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Yes |
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4 |
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Douglas M. Baker, Jr. |
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56 |
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2013 |
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Ecolab Inc. |
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Chairman & CEO |
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Yes |
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2 |
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Brian C. Cornell |
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56 |
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2014 |
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Target Corporation |
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Chairman & CEO |
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No |
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1 |
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Calvin Darden |
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65 |
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2003 |
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Darden Putnam Energy &
Logistics, LLC |
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Chairman |
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Yes |
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2 |
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Henrique De Castro |
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49 |
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2013 |
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Yahoo! Inc. (Until January 2014) |
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Former COO |
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Yes |
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0 |
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Mary E. Minnick |
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55 |
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2005 |
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Lion Capital |
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Partner |
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Yes |
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2 |
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Anne M. Mulcahy |
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62 |
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1997 |
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Save The Children Federation, Inc. |
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Chairman of the Board of Trustees |
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Yes |
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3 |
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Derica W. Rice |
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50 |
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2007 |
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Eli Lilly and Company |
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EVP, Global Services and CFO |
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Yes |
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0 |
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Kenneth L. Salazar |
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60 |
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2013 |
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WilmerHale |
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Partner |
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Yes |
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0 |
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John G. Stumpf |
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61 |
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2010 |
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Wells Fargo & Company |
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Chairman, President & CEO |
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Yes |
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2 |
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BOARD LEADERSHIP STRUCTURE
Mr. Cornell leads the Board in his role as Chairman. Mr. Cornell
is also the Chief Executive Officer. We do not have an express policy as to whether the roles of Chair of the Board and Chief Executive
Officer should be combined or separated. Instead, the Board prefers to maintain the flexibility to determine which leadership structure
best serves the interests of Target based on the circumstances. However, if the Chair/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’s role,
and to serve as the principal liaison between the non-management directors and the Chair. Doug Baker currently serves as our Lead
Independent Director. The Board regularly reevaluates our Board leadership structure as part of the Board evaluation process described
under “Board Evaluations” on page 18.
During the past year the Board supplemented its review of its
leadership structure with the assistance of a third-party organizational consultant. The additional review was primarily driven
by two events. First, a shareholder proposal at our 2014 Annual Meeting requesting that we adopt a policy to have an independent
chairman received approximately 46% support of the shares voted. Second, we hired a new CEO. At the time the Board was engaged
in its comprehensive CEO search, the Board made it clear that a decision of whether to combine the Chair and CEO roles would be
candidate-specific. The Board concluded that Mr. Cornell’s 30 years of relevant experience, including his CEO and public
company board experience, provide the proper leadership qualifications and sensitivity to the different roles of management and
the Board. The Board worked directly with the third-party organizational consultant to review its leadership structure, organization
and functioning in arriving at an optimal leadership structure. This review included discussion of the academic studies that compare
an independent chair model with a combined chair/CEO model and the attributes necessary in a Lead Independent Director to foster
strong independent leadership if the chair/CEO roles are combined.
The Board’s decision to offer Mr. Cornell both the Chairman
and CEO positions is also expected to serve Target’s goals by allowing Mr. Cornell to coordinate the development, articulation
and execution of a unified strategy at the Board and management levels. The Board has maintained its view that Target should have
the flexibility to determine whether to combine or separate the roles of chair and CEO. Through our shareholder engagement meetings
following Mr. Cornell’s appointment, we concluded that, although shareholders expressed different views on their preferred
leadership structure, there was no prevailing theme on a preferred structure for Target Corporation. 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 approach to this issue on a regular basis.
2015 Proxy
Statement │ TARGET
CORPORATION 11
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LEAD INDEPENDENT DIRECTOR –
DOUGLAS M. BAKER, JR. |
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Annual Election: Elected annually by the independent,
non-management directors. |
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Regular Duties: |
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Has the authority to convene meetings of the Board
and executive sessions consisting solely of independent directors at every meeting; |
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Presides at all meetings of the Board of Directors at which the
Chair is not present, including executive sessions of independent directors; |
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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; |
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Provides insights to the Compensation Committee as it annually
reviews the performance of the CEO as it relates to all elements of compensation; |
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Approves meeting schedules, agendas and the information furnished
to the Board to ensure that the Board has adequate time and information for discussion; |
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Is expected to engage in consultation and direct communication
with major shareholders as appropriate; |
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Coordinates with the CEO to establish minimum expectations for
non-management directors to consistently monitor Target’s retail operations and those of our competitors; and |
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Consults with the Nominating & Governance Committee regarding
Board and Committee composition, Committee chair selection, the annual performance review of the Board and its Committees,
director succession planning, management evaluation, and senior management succession planning. |
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Service: As a guideline, the Lead Independent
Director should serve in that capacity for no more than four to six years. |
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MANAGEMENT EVALUATIONS AND SUCCESSION PLANNING
One of the primary responsibilities of the Board is to ensure
that Target has a high-performing management team in place. On an annual basis, the Board conducts a detailed review of management
development and succession planning activities to maximize the pool of internal candidates who can assume top management positions
without undue interruption. The independent directors, led by the Lead Independent Director, review CEO succession planning, and
ensure that management is evaluated regularly and that senior management succession planning reviews are conducted at least annually,
either by the Nominating & Governance Committee or the independent directors as a group.
During the past year, the Board conducted a comprehensive search
with the assistance of a third-party executive leadership consultant that resulted in Brian Cornell becoming our Chairman and CEO.
Prior to hiring Mr. Cornell, the Board appointed an experienced executive from our pool of internal candidates, John Mulligan,
our Chief Financial Officer, to serve in the additional capacities of Interim President & CEO. The quality leadership provided
by Mr. Mulligan during that interim period allowed the Board sufficient time to ensure that its comprehensive search resulted in
hiring the right candidate to lead Target.
RISK OVERSIGHT
The primary responsibility for the identification, assessment
and management of the various risks that we face belongs with management. The Board’s oversight of these risks occurs as
an integral and continuous part of the Board’s oversight of our business. 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
their respective functional areas. The Board’s ongoing oversight of risk also occurs at the Board Committee level on a more
focused basis.
Given
the evolving environment around risk oversight, during 2014 we embarked on a comprehensive review of risk oversight at the
management, Board and Committee levels, with the assistance of a third-party strategy, risk management and regulatory
compliance consultant. As a result of that comprehensive review, in January 2015 we clarified and enhanced existing practices
to provide more transparency about how risk oversight is exercised at the Board and Committee levels. In addition, we
reallocated and clarified risk oversight responsibilities among the Committees, most notably by elevating the risk oversight
role of the Corporate Risk & Responsibility Committee (formerly known as the Corporate Responsibility Committee). A
summary of the allocation of general risk oversight functions among management, the Board and its Committees is as
follows:
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RESPONSIBLE PARTY |
GENERAL DESCRIPTION OF RISK OVERSIGHT FUNCTION |
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Management |
Identification, assessment and management of risks |
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Board of Directors |
Continuous oversight of overall risks, with emphasis on strategic risks |
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Audit Committee |
Financial reporting and internal control risks |
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Compensation Committee |
Compensation policies, practices and incentive-related risks |
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Nominating & Governance Committee |
Board and management succession risks |
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Corporate Risk & Responsibility Committee |
Operating, business, compliance and reputational risks, including information security and
technology |
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Finance Committee |
Financial risks, including liquidity and capital markets risk |
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2015 Proxy
Statement │ TARGET
CORPORATION 12
COMMITTEES
The Board has the following Committees and Committee composition
as of the date of this proxy statement. 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 on page 86.
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RESPONSIBILITIES |
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COMMITTEE
MEMBERS |
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NUMBER OF MEETINGS
DURING FISCAL 2014 |
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AUDIT
COMMITTEE(1) |
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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 persons |
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Mr. Rice (Chair)
Ms. Austin
Ms. Minnick
Mr. Stumpf |
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7 |
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In coordination
with the Corporate Risk & Responsibility Committee, oversees compliance with legal and regulatory requirements |
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Prepares
the “Report of the Audit Committee” on page 69 and performs the duties and activities described in that report |
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Discusses
with management our positions with respect to income and other tax obligations |
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Reviews
and discusses with management our policies with respect to risk assessment and risk management, including the risk of fraud,
commitment of internal audit resources and policies and procedures to mitigate identified risks |
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Considers
our major financial, accounting and compliance risk exposures and, as appropriate, involves our principal risk officer and compliance
officer and our internal audit function |
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COMPENSATION
COMMITTEE(2) |
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Determines
the composition and value of non-CEO executive officer compensation and makes recommendations with respect to CEO compensation
to the independent members of the Board, who collectively have final approval authority |
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Ms. Mulcahy (Chair)
Mr. Baker
Mr. Darden
Mr. De Castro |
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6 |
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Consults
with the Lead Independent Director as part of the annual review of the performance of the CEO as it relates to the appropriate
level and elements of compensation |
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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 strategy |
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Reviews
the compensation provided to non-management directors and makes recommendations to the independent members of the Board |
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• |
Prepares
the “Compensation Committee Report” on page 29 |
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• |
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 Target |
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NOMINATING &
GOVERNANCE
COMMITTEE |
|
• |
Oversees
our corporate governance practices |
|
Mr.
Stumpf (Chair) |
|
6 |
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• |
Identifies
individuals qualified to become Board members |
|
Mr. Baker
Mr. Darden
Ms. Mulcahy |
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• |
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 |
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• |
Leads
the annual self-evaluation performance review of the Board and its Committees in consultation with the Lead Independent Director |
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• |
With
input from the Lead Independent Director, leads director succession planning, and ensures that management is regularly evaluated
and senior management succession planning reviews are conducted at least annually |
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• |
Oversees
risks associated with Board and management succession |
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2015 Proxy
Statement │ TARGET
CORPORATION 13
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RESPONSIBILITIES |
|
COMMITTEE
MEMBERS |
|
NUMBER OF MEETINGS
DURING FISCAL 2014 |
|
|
|
CORPORATE
RISK &
RESPONSIBILITY
COMMITTEE |
|
• |
Assists
the Board in overseeing management’s identification and evaluation of major strategic operating, business, compliance and
reputational risks, including our risk management framework and the policies, procedures and practices employed to manage risks |
|
Mr. Salazar (Chair)
Ms. Austin
Mr. Darden
Ms. Minnick
Mr. Rice |
|
3 |
|
|
|
• |
Oversees
and monitors the effectiveness of our business ethics and compliance program |
|
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|
• |
Reviews
and provides oversight of significant strategies and activities relating to our reputation management and social responsibility
efforts |
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|
• |
Supports
the Audit Committee in oversight of compliance with legal and regulatory requirements |
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FINANCE
COMMITTEE |
|
• |
Assists
the Board in overseeing our financial policies, financial condition, including our liquidity position, funding requirements, ability
to access the capital markets, interest rate exposures and policies regarding return of cash to shareholders |
|
Ms. Austin (Chair)
Mr. De Castro
Ms. Minnick
Mr. Salazar |
|
2 |
|
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|
• |
Oversees
financial risks, including liquidity and capital markets risks by discussing with management our financial risk assessment
process, financial risk management activities and strategies and the use of third-party insurance and self-insurance strategies |
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(1) |
The Board of Directors has determined that all members of the Audit Committee satisfy the applicable audit committee independence requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). The Board 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 Ms. Austin, Mr. Rice and Mr. Stumpf was based on past experiences as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or actively supervising a person holding one of those positions. For Ms. Minnick, the determination was based on her experience with analyzing the financial statements and financial performance of portfolio companies of Lion Capital. |
|
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(2) |
The Board of Directors has determined that all members of the Compensation Committee satisfy the applicable compensation committee independence requirements of the NYSE and the SEC. |
BOARD AND SHAREHOLDER MEETING ATTENDANCE
The Board of Directors met 11 times during fiscal 2014. 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.
All of our 10 then-serving directors attended our June 2014 Annual
Meeting of Shareholders. The Board has a policy requiring all directors to attend all Annual Meetings of Shareholders, absent extraordinary
circumstances.
2015 Proxy
Statement │ TARGET
CORPORATION 14
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 New York Stock Exchange (NYSE) detail certain relationships that, if present, preclude a finding of
independence.
The Board affirmatively determined that all non-management directors
are independent. Mr. Cornell is the only management director and is not independent. The Board specifically considered the following
transactions and concluded that none of the transactions impaired any director’s independence. In addition, none of the transactions
are related party transactions because none of the directors have a direct or indirect material interest in the listed transactions.
|
| |
| |
| |
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|
DIRECTOR | |
ENTITY AND RELATIONSHIP | |
TRANSACTIONS | |
% OF ENTITY’S
ANNUAL REVENUES IN EACH OF LAST 3 YEARS |
|
|
Douglas M. Baker, Jr. | |
Ecolab Inc. Chairman & CEO | |
We purchase supplies, servicing, repairs and
merchandise from Ecolab. | |
Less than 0.01% |
|
|
Mary E. 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 |
|
|
Anne M. Mulcahy | |
Save the Children Federation Chairman of Board
of Trustees | |
We make charitable contributions to Save the
Children. | |
Less than 2% |
|
|
Kenneth L. Salazar | |
WilmerHale Partner | |
In fiscal 2014, WilmerHale was engaged to provide
legal services.(2) | |
Less than 1% |
|
|
John G. Stumpf | |
Wells Fargo & Company Chairman, President
& CEO | |
Wells Fargo provides commercial banking, brokerage,
trust and equipment financing services, serves as a non-lead participant in Target’s syndicated revolving credit facility
and is Target’s transfer agent.(3) | |
Less than 0.02% |
|
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| |
| |
| |
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(1) |
Ms. Minnick’s indirect ownership in each of these portfolio companies is less than 5%. |
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(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. |
|
|
(3) |
Target does not use Wells Fargo for any investment banking, consulting or advisory services. |
POLICY ON TRANSACTIONS WITH RELATED PERSONS
The Board of Directors has adopted a written policy requiring
that any transaction: (a) involving 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; 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 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 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 he or she, or his or her immediate family member, has a direct or indirect material interest
in the transaction.
We ratified two related party transactions in accordance with
this policy during fiscal 2014. Both transactions dealt with compensation of immediate family members of one of our executive officers,
Casey Carl, Chief Strategy and Innovation Officer, who became an executive officer in December 2014. Mr. Carl’s brother joined
Target in 2005, has been a team member in merchandising since that time and earned compensation of $144,590 in fiscal 2014. Mr.
Carl’s sister-in-law joined Target in 2009, has been a team member in merchandising since that time and earned compensation
of $249,880 in fiscal 2014. For each of these immediate family members, the compensation is commensurate with the immediate family
member’s peers.
2015
Proxy Statement │ TARGET CORPORATION 15
BUSINESS ETHICS AND CONDUCT
We
are committed to conducting business lawfully and ethically. 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 areas of professional
conduct, including conflicts of interest, the protection of corporate opportunities and assets, employment policies, confidentiality,
vendor standards and intellectual property, and requires strict adherence to all laws and regulations applicable to our business.
Our Business Conduct Guide also describes
the means by which any employee can provide an anonymous report of an actual or apparent violation of our Business Conduct Guide.
We
disclose any amendments to, or waivers from, any provision of our Business Conduct Guide involving our directors, our principal
executive officer, principal financial officer, principal accounting officer, controller or other persons performing similar functions
on our website within four business days following the date of any such amendment or waiver.
COMMUNICATIONS WITH DIRECTORS
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 may send
an email to 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.
2015
Proxy Statement │ TARGET CORPORATION 16
ITEM ONE |
ELECTION OF DIRECTORS |
ELECTION AND NOMINATION PROCESS
Our election process is backed by sound corporate governance principles:
|
• | All directors are elected annually; |
|
| |
|
• | Directors are elected under a “majority voting” standard – each
director in an uncontested election must receive more votes “For” his or her election than votes “Against”
in order to be elected; and |
|
| |
|
• | An incumbent director who is not re-elected must promptly offer to resign. The Nominating & 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. |
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’s self-evaluation process to identify the backgrounds or
skill sets that are desired; and |
|
| |
|
• | 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 & Governance Committee has retained a third-party
search firm to assist in identifying director candidates and will also consider recommendations from shareholders. Any shareholder
who wishes the Committee to consider a candidate should submit a written request and related information to our Corporate Secretary
no later than December 31 of the calendar year preceding the next Annual Meeting of Shareholders.
DETERMINING BOARD AND COMMITTEE 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. This input is then used by our
Nominating & Governance Committee in its director search process.
The Board appoints members of its Committees on an annual basis,
with the Nominating & Governance Committee reviewing and recommending Committee membership, and assignments rotate periodically.
The guideline for rotating Committee chair assignments is four to six years. The Board seeks to have directors on two to three
Committees, and considers a number of factors in deciding Committee composition, including individual director experience and qualifications,
the benefits and symmetry of having common directors on Committees with complementary functions (e.g., Audit and Corporate Risk & Responsibility; Audit and Finance; Compensation and Nominating & Governance), prior Committee experience and increased
time commitments for directors serving as a Committee Chair or Lead Independent Director.
2015
Proxy Statement | TARGET CORPORATION 17
BOARD EVALUATIONS AND REFRESHMENT
The Board regularly evaluates its performance to enhance Board
functioning and the effectiveness of the Board-management relationship.
|
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|
EVALUATION METHOD |
|
DESCRIPTION |
|
|
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 2014, the Board self-evaluation was administered by a third-party governance expert through individual interviews with each director and an online survey completed by each director. After discussion with the Nominating & Governance Committee, the external party facilitated a discussion of the results with the full Board. |
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The self-evaluation process seeks to obtain each director’s assessment of the effectiveness of the Board, the Committees and their leadership, and Board/management dynamics in the following categories: |
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• The Board’s purpose and mandate |
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• Business knowledge and risk management |
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• Information sharing |
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• Board and Committee composition, roles and contribution |
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• Meeting effectiveness |
|
|
Corporate Governance Review |
|
Our Nominating & Governance Committee conducts an annual corporate governance review that compares our core corporate governance practices with prevailing best practices, emerging practices and evolving topics as indicated by current literature, corporate governance organizations and institutional shareholders. |
|
|
Charter and Corporate Governance Guidelines Review |
|
We periodically review our Committee charters and Corporate Governance Guidelines. In January 2015, as a result of our comprehensive review of risk oversight at the management, Board and Committee levels, we clarified and enhanced existing practices through amendments to our Committee charters and Corporate Governance Guidelines to provide more transparency on how risk oversight is exercised at the Board and Committee levels, and reallocated and clarified risk oversight responsibilities among the Committees. |
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The Board maintains the following 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:
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TENURE POLICIES |
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Term Limit |
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Directors may not serve on the Board for more than 20 years, or five years after they retire from active employment, whichever occurs first |
|
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Mandatory Retirement |
|
Directors must retire at the end of the term in which they reach age 72 |
|
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Change in Principal Employment |
|
Directors must offer to resign upon any substantial change in principal employment |
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We had the following changes in our Board since our 2014 Annual
Meeting:
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DEPARTURES |
|
ADDITIONS |
|
|
• James A. Johnson – Will retire at the end of his term in connection with our mandatory retirement policy |
|
• None |
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In addition to those changes, the following director is scheduled
to complete her service on our Board within the next five years under our tenure policies:
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|
TENURE POLICY |
|
|
|
DIRECTOR |
IMPLICATED |
YEAR |
|
|
Anne M. Mulcahy |
Term Limit |
2017 |
|
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|
|
Calvin Darden experienced a change in his principal employment
in February 2015 and submitted an offer of resignation. Following a review and upon recommendation of the Nominating & Governance
Committee, the Board declined his offer of resignation.
2015
Proxy Statement | TARGET CORPORATION 18
2015 NOMINEES FOR DIRECTOR
After considering the recommendations
of the Nominating & Governance Committee, the Board has set the number of directors at 10 and nominated all of the current
directors to stand for re-election, except for Jim Johnson who will retire from 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 the specific qualifications of each
nominee that were considered by the Board follow each nominee’s biographical description. Equally important, the Board believes
that the combination of backgrounds, skills and experiences has produced a Board that is well-equipped to exercise oversight responsibilities
for Target’s shareholders and other stakeholders.
The following table describes key characteristics of our business
and experiences of our Board.
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TARGET’S BUSINESS CHARACTERISTICS |
|
|
COLLECTIVE EXPERIENCES |
|
|
Target’s scale and complexity requires aligning many different 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 or senior government leader. |
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|
Our brand is the cornerstone of our strategy to provide a relevant and affordable differentiated shopping experience for our guests. |
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|
Marketing or Brand Management. Marketing or managing well-known brands or the types of consumer products and services we sell. |
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We own most of our stores and a network of distribution centers. |
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|
Real Estate. Real estate acquisitions and dispositions or property management experience. |
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We have a large and global workforce, which represents one of our key resources, as well as one of our largest operating expenses. |
|
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Workforce Management. Managing a large or global workforce. |
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|
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 an increasingly sophisticated technology infrastructure. |
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Technology. Leadership and understanding of technology, digital platforms and new media, data security, and data analytics. |
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Our business involves sourcing merchandise domestically and internationally from a large number of vendors and distributing it through our network of distribution centers. |
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Multi-National Operations or Supply Chain Logistics. Executive officer roles at multi-national organizations or in global supply chain operations. |
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We are a large public company committed to disciplined financial and risk management, legal and regulatory compliance and accurate disclosure. |
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Finance or Risk Management. Public company management, financial stewardship, enterprise risk management or credit card servicing experience. |
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To be successful, we must preserve, grow and leverage the value of our reputation with our guests, team members, the communities in which we operate and our shareholders. |
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Public Affairs or Corporate Governance. Public sector experience, community relations or corporate governance expertise. |
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In addition, our 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:
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NUMBER OF |
|
|
TENURE
ON BOARD |
DIRECTOR
NOMINEES |
|
|
More than 10 years |
4 |
|
|
5 to 10 years |
3 |
|
|
Less
than 5 years |
3 |
|
|
Average
Director Tenure – 6.8 years |
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We have no reason to believe that any of the nominees will be
unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling
for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce
the number of directors.
2015
Proxy Statement | TARGET CORPORATION 19
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Roxanne S. Austin
Age 54
Director since 2002
Independent
Committees
• Finance (Chair)
• Audit
• Corporate
Risk & Responsibility
|
|
BACKGROUND
Roxanne S. Austin is President of Austin Investment Advisors, a private investment and consulting firm,
a position she has held since 2004. From May 2014 to August 2014 she served as Interim Chair of Target Corporation. From July 2009
through July 2010, Ms. Austin also served as President and Chief Executive Officer of Move Networks, Inc., a provider of Internet
television services. Ms. Austin also previously served as President and Chief Operating Officer of DIRECTV, Inc., Executive Vice
President and Chief Financial Officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP.
|
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|
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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.
|
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|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
Abbott Laboratories(1)
AbbVie Inc.(1)
Teledyne Technologies Incorporated
LM Ericsson Telephone Company
|
Past 5 Years
None
|
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|
(1) | AbbVie Inc. became a public company in January 2013 following its separation from
Abbott Laboratories. Ms. Austin was serving on the Board of Abbott Laboratories at the time of the separation and became a director
of AbbVie Inc. in connection with the separation. |
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|
Douglas M. Baker, Jr.
Age 56
Director since 2013
Lead Independent Director
Committees
• Compensation
• Nominating
& Governance
|
|
BACKGROUND
Douglas M. Baker, Jr., is Chairman and Chief Executive Officer of Ecolab Inc., a provider of water and
hygiene services and technologies for the food, hospitality, industrial and energy markets. He has served as Chairman of the Board
of Ecolab since May 2006 and Chief Executive Officer since July 2004, and served as President from 2002 to 2011.
|
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QUALIFICATIONS
Mr. Baker provides the Board with valuable global marketing, sales
and general management experience, as well as operational and governance perspectives. His current role as CEO of a large publicly-held
company provides the Board with additional top-level perspective in organizational management.
|
|
|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
Ecolab Inc.
U.S. Bancorp
|
Past 5 Years
None
|
|
|
|
|
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|
|
|
|
2015
Proxy Statement | TARGET CORPORATION 20
|
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|
Brian C. Cornell
Age 56
Director since 2014
Committees
• None |
|
BACKGROUND
Brian C. Cornell has served as Chairman of the Board and Chief Executive Officer of Target Corporation
since August 2014. Mr. Cornell served as Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc., from March
2012 to July 2014. From April 2009 to January 2012, Mr. Cornell served as Chief Executive Officer and 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 past experience includes time as both
a vendor partner and a competitor to Target, and he brings insights from those roles to the company today.
|
|
|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
Polaris Industries Inc.
|
Past 5 Years
None
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
Calvin Darden
Age 65
Director since 2003
Independent
Committees
• Compensation
• Corporate Risk & Responsibility
• Nominating & Governance
|
|
BACKGROUND
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. From February 2006 to November 2009, he was Chairman of The Atlanta
Beltline, Inc., an urban revitalization project for the City of Atlanta.
|
|
|
|
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 33-year career with United Parcel Service of America, Inc.,
and more recently has developed expertise in community relations and real estate development.
|
|
|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
Coca-Cola Enterprises, Inc.
Cardinal Health, Inc.
|
Past 5 Years
None
|
|
|
|
|
|
|
|
|
|
2015
Proxy Statement | TARGET CORPORATION 21
|
|
|
|
|
|
|
|
Henrique De Castro
Age 49
Director since 2013
Independent
Committees
• Compensation
• Finance
|
|
BACKGROUND
Henrique De Castro is the former 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. He held that
position from November 2012 to January 2014. He previously served Google Inc. as President, Partner Business Worldwide from March
2012 to November 2012, President, Global Media, Mobile & Platforms from June 2009 to March 2012, and as Managing Director,
European Sales from July 2006 to May 2009.
|
|
|
|
QUALIFICATIONS
Mr. De Castro provides the Board with valuable insight into media, mobile and technology platforms. His
experiences at Yahoo! and Google, as well as his prior experience at Dell Inc. provides him with global perspectives on leading
operations, strategy, partner management and revenue generation in the technology and media industries.
|
|
|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
None
|
Past 5 Years
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mary E. Minnick
Age 55
Director since 2005
Independent
Committees
• Audit
• Corporate Risk & Responsibility
• Finance
|
|
BACKGROUND
Mary E. Minnick is a Partner of Lion Capital LLP, a consumer-focused private investment firm, a position
she has held since May 2007.
|
|
|
|
QUALIFICATIONS
Ms. Minnick provides the Board with substantial expertise in building brand awareness, general management,
product development, marketing, distribution and sales on a global scale obtained over her 23-year career with The Coca-Cola Company.
Her current position with Lion Capital provides the Board with additional insights into the retail business and consumer marketing
trends outside the United States.
|
|
|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
The WhiteWave Foods Company
Heineken NV
|
Past 5 Years
None
|
|
|
|
|
|
|
|
|
|
2015
Proxy Statement | TARGET CORPORATION 22
|
|
|
|
|
|
|
|
Anne M. Mulcahy
Age 62
Director since 1997
Independent
Committees
• Compensation (Chair)
• Nominating & Governance
|
|
BACKGROUND
Anne M. Mulcahy is Chairman of the Board of Trustees of Save The Children Federation, Inc., a non-profit
organization dedicated to creating lasting change in the lives of children throughout the world, a position she has held since
March 2010. She previously served as Chairman of the Board of Xerox Corp., a document management company, from January 2002 to
May 2010, and Chief Executive Officer of Xerox from August 2001 to July 2009.
|
|
|
|
QUALIFICATIONS
Ms. Mulcahy obtained extensive experience in all areas of business management as she led Xerox through
a transformational turnaround. This experience, combined with her leadership roles in business trade associations and public policy
activities, provides the Board with additional expertise in the areas of organizational effectiveness, financial management and
corporate governance.
|
|
|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
Graham Holdings Company
Johnson & Johnson
LPL Financial Holdings Inc.
|
Past 5 Years
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derica W. Rice
Age 50
Director since 2007
Independent
Committees
• Audit (Chair)
• Corporate Risk & Responsibility
|
|
BACKGROUND
Derica W. Rice is Executive Vice President, Global Services and Chief Financial Officer of Eli Lilly and
Company, a pharmaceutical company, positions he has held since January 2010 and May 2006, respectively. From May 2006 to December
2009, he served as Eli Lilly’s Senior Vice President and Chief Financial Officer.
|
|
|
|
QUALIFICATIONS
Mr. Rice’s career with Eli Lilly has provided him with substantial experience in managing worldwide
financial operations. His expertise gives the Board additional skills in the areas of financial oversight, risk management and
the alignment of financial and strategic initiatives.
|
|
|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
None
|
Past 5 Years
None
|
|
|
|
|
|
|
|
|
|
2015
Proxy Statement | TARGET CORPORATION 23
|
|
|
|
|
|
|
|
Kenneth L. Salazar
Age 60
Director since 2013
Independent
Committees
• Corporate Risk & Responsibility (Chair)
• Finance
|
|
BACKGROUND
Kenneth L. Salazar is a Partner at WilmerHale, a full service business law firm, a position he has held
since June 2013. Previously, Mr. Salazar served as the U.S. Secretary of the Interior from 2009 to 2013, U.S. Senator from Colorado
from 2005 to 2009 and as Attorney General of Colorado from 1999 to 2005.
|
|
|
|
QUALIFICATIONS
Mr. Salazar has substantial public policy experience at both the state and federal levels. Mr. Salazar
provides the Board with additional insights on public policy issues and leadership on matters involving multiple stakeholder stewardship.
|
|
|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
None
|
Past 5 Years
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John G. Stumpf
Age 61
Director since 2010
Independent
Committees
• Nominating & Governance (Chair)
• Audit
|
|
BACKGROUND
John G. Stumpf is Chairman of the Board, President and Chief Executive Officer of Wells Fargo & Company,
a banking and financial services company. He has been President since August 2005, Chief Executive Officer since June 2007, and
Chairman since January 2010. A 32-year veteran of Wells Fargo, he has held various operational and managerial positions throughout
his career.
|
|
|
|
QUALIFICATIONS
Mr. Stumpf’s current role as Chairman, President and Chief Executive Officer of Wells Fargo, and
long career in banking, provides the Board with expertise in brand management, financial oversight and stewardship of capital,
as well as valuable perspectives in large public company organizational structuring and management.
|
|
|
OTHER PUBLIC COMPANY BOARDS
|
|
|
|
Current
Chevron Corporation
Wells Fargo & Company
|
Past 5 Years
None
|
|
|
|
|
|
|
|
|
|
2015
Proxy Statement | TARGET CORPORATION 24
STOCK OWNERSHIP INFORMATION
STOCK OWNERSHIP GUIDELINES
Stock ownership that must be disclosed in this 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 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. 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 |
|
CEO |
OTHER NEOS |
|
|
Fixed Value of $270,000 |
|
7x base salary |
3x base salary |
|
|
|
|
|
|
|
|
|
|
|
EQUITY USED TO MEET STOCK OWNERSHIP GUIDELINES |
|
|
YES |
|
NO |
|
|
Outstanding shares that the person beneficially owns or is deemed to beneficially own, directly or indirectly, under the federal securities laws |
|
Options, regardless of when they are exercisable |
|
|
RSUs and PBRSUs (at their minimum share payout, which is 75% of the target payout level), whether vested or unvested |
|
Performance Share Units (PSUs) because their minimum share payout is 0% of the target payout level |
|
|
Deferred compensation amounts that are indexed to Target common stock, but ultimately paid in cash |
|
|
|
|
|
|
|
|
All directors and executive officers are expected to achieve the required
levels of ownership under our stock ownership guidelines within five years of their election or appointment. If a director or executive
officer has not satisfied the ownership guideline amounts within those first five years, he or she 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 compliance
is achieved. In 2014 the stock ownership guidelines were amended to add an another requirement that if an executive officer is
below the ownership guideline amounts during their first five years, he or she must retain at least 50% of all shares acquired
on the vesting of equity awards or the exercise of stock options until compliance is achieved.
2015 Proxy Statement
| TARGET CORPORATION 25
The following table shows the holdings of our current directors and
NEOs recognized for purposes of our stock ownership guidelines as of April 7, 2015, 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 |
|
|
DIRECTORS |
| |
| |
| |
| |
TOTAL VALUE(2) |
|
|
Roxanne S. Austin |
| 10,000 | | |
| 19,195 | | |
| 0 | | |
| 29,195 | | |
$ | 2,411,799 | |
|
|
Douglas M. Baker, Jr. |
| 0 | | |
| 7,103 | | |
| 0 | | |
| 7,103 | | |
$ | 586,779 | |
|
|
Calvin Darden |
| 0 | | |
| 19,195 | | |
| 754 | | |
| 19,949 | | |
$ | 1,648,025 | |
|
|
Henrique De Castro |
| 0 | | |
| 9,816 | | |
| 0 | | |
| 9,816 | | |
$ | 810,900 | |
|
|
Mary E. Minnick |
| 886 | | |
| 52,449 | | |
| 431 | | |
| 53,766 | | |
$ | 4,441,650 | |
|
|
Anne M. Mulcahy |
| 7,114 | | |
| 26,551 | | |
| 0 | | |
| 33,665 | | |
$ | 2,781,066 | |
|
|
Derica W. Rice |
| 0 | | |
| 44,077 | | |
| 0 | | |
| 44,077 | | |
$ | 3,641,201 | |
|
|
Kenneth L. Salazar |
| 0 | | |
| 6,567 | | |
| 0 | | |
| 6,567 | | |
$ | 542,500 | |
|
|
John G. Stumpf |
| 0 | | |
| 11,307 | | |
| 0 | | |
| 11,307 | | |
$ | 934,071 | |
|
|
CURRENT
NAMED
EXECUTIVE OFFICERS |
| | | |
| | | |
| | | |
| | | |
MULTIPLE OF BASE
SALARY(2) |
|
|
Brian C. Cornell |
| 37,804 | | |
| 145,587 | | |
| 0 | | |
| 183,391 | | |
| 11.7 | |
|
|
John J. Mulligan |
| 25,583 | | |
| 40,321 | | |
| 10,488 | | |
| 76,392 | | |
| 6.3 | |
|
|
Kathryn A. Tesija |
| 21,996 | | |
| 32,779 | | |
| 9,402 | | |
| 64,176 | | |
| 5.6 | |
|
|
Tina M. Tyler |
| 8,400 | | |
| 22,728 | | |
| 11,696 | | |
| 42,825 | | |
| 4.9 | |
|
|
Jeffrey J. Jones II |
| 7,805 | | |
| 25,609 | | |
| 0 | | |
| 33,414 | | |
| 3.8 | |
|
|
|
| | | |
| | | |
| | | |
| | | |
| | |
|
(1) | The “Total Stock Ownership” calculation, like the required disclosure
of “Total Shares Beneficially Owned” on page 27, 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 6, 2015,
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 target payout level), whether vested or unvested, even if they will be converted into
common stock more than 60 days from April 7, 2015. |
| |
(2) | Based on closing stock price of $82.61 as of April 7, 2015. |
2015 Proxy Statement
| TARGET CORPORATION 26
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 7, 2015 or which the person
has the right to acquire within 60 days of April 7, 2015 for each director, named executive officer in the Summary Compensation
Table on page 49, and all current Target directors and executive officers as a group.
|
|
| |
| |
| |
|
|
|
|
SHARES DIRECTLY OR INDIRECTLY OWNED |
|
SHARES ISSUABLE WITHIN 60 DAYS(1) |
|
STOCK OPTIONS EXERCISABLE WITHIN 60 DAYS |
|
TOTAL SHARES BENEFICIALLY OWNED(2) |
|
|
DIRECTORS |
| | |
| | |
| | |
| |
|
|
Roxanne
S. Austin |
10,000 | | |
17,464 | | |
28,055 | | |
55,519 | |
|
|
Douglas M. Baker, Jr. |
0 | | |
5,372 | | |
5,570 | | |
10,942 | |
|
|
Calvin
Darden |
0 | | |
17,464 | | |
40,811 | | |
58,275 | |
|
|
Henrique De Castro |
0 | | |
7,169 | | |
5,570 | | |
12,739 | |
|
|
Mary
E. Minnick |
886 | | |
49,802 | | |
0 | | |
50,688 | |
|
|
Anne M. Mulcahy |
7,114 | | |
24,820 | | |
27,031 | | |
58,965 | |
|
|
Derica
W. Rice |
0 | | |
41,278 | | |
0 | | |
41,278 | |
|
|
Kenneth L. Salazar |
0 | | |
4,836 | | |
3,601 | | |
8,437 | |
|
|
John
G. Stumpf |
0 | | |
9,576 | | |
17,889 | | |
27,465 | |
|
|
NAMED
EXECUTIVE OFFICERS |
| | |
| | |
| | |
| |
|
|
Brian
C. Cornell(3) |
37,804 | | |
0 | | |
0 | | |
37,804 | |
|
|
John J. Mulligan |
25,583 | | |
6,078 | | |
196,706 | | |
228,367 | |
|
|
Kathryn
A. Tesija |
21,996 | | |
0 | | |
308,070 | | |
330,066 | |
|
|
Tina M. Tyler |
8,400 | | |
179 | | |
179,745 | | |
188,324 | |
|
|
Jeffrey
J. Jones II |
7,805 | | |
0 | | |
100,609 | | |
108,414 | |
|
|
Gregg
W. Steinhafel(4) |
27,370 | | |
0 | | |
0 | | |
27,370 | |
|
|
ALL
CURRENT DIRECTORS AND EXECUTIVE OFFICERS |
| | |
| | |
| | |
| |
|
|
As
a group (19 persons) |
158,271 | (5) | |
186,868 | | |
1,795,922 | | |
2,141,061 | |
|
|
|
| | |
| | |
| | |
| |
|
(1) | Includes shares of common stock that the named individuals may acquire on or before
June 6, 2015 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) | Mr. Cornell became Chairman & CEO on August 12, 2014. |
| |
(4) | Mr. Steinhafel stepped down as President & CEO on May 5, 2014. |
| |
(5) | Includes shares of common stock owned by executive officers in the Target 401(k) Plan
as of April 7, 2015. |
2015 Proxy Statement
| TARGET CORPORATION 27
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:
|
|
| | |
| |
|
|
|
NUMBER
OF | |
| |
|
|
|
COMMON SHARES | |
| |
|
|
NAME AND ADDRESS |
BENEFICIALLY | |
PERCENT OF | |
|
|
OF >5% BENEFICIAL
OWNER |
OWNED | |
CLASS(1) | |
|
|
State Street
Corporation |
59,878,459 | (2) | |
9.4 | % |
|
|
One Lincoln Street |
| | |
| |
|
|
Boston, Massachusetts
02111 |
| | |
| |
|
|
The Vanguard Group |
37,945,527 | (3) | |
5.9 | % |
|
|
100 Vanguard Boulevard |
| | |
| |
|
|
Malvern, Pennsylvania 19355 |
| | |
| |
|
|
Franklin Resources,
Inc. |
32,992,866 | (4) | |
5.2 | % |
|
|
One Franklin Parkway |
| | |
| |
|
|
San Mateo, California
94403-1906 |
| | |
| |
|
|
BlackRock, Inc. |
32,530,687 | (5) | |
5.1 | % |
|
|
55 East 52nd Street |
| | |
| |
|
|
New
York, New York 10022 |
| | |
| |
|
|
|
| | |
| |
|
(1) | Based on shares outstanding on April 7, 2015. |
| |
(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 12, 2015. The filing indicates that as of December 31, 2014, State Street had sole voting power for 0 shares,
shared voting power for 59,878,459 shares, sole dispositive power for 0 shares and shared dispositive power for 59,878,459 shares. |
| |
(3) | The Vanguard Group (Vanguard) reported its direct and indirect beneficial ownership
on a Schedule 13G/A filed with the SEC on February 11, 2015. The filing indicates that as of December 31, 2014, Vanguard had sole
voting power for 1,083,792 shares, shared voting power for 0 shares, sole dispositive power for 36,935,677 shares and shared dispositive
power for 1,009,850 shares. |
| |
(4) | Franklin Resources, Inc. (FRI) reported its direct and indirect beneficial ownership
on a Schedule 13G filed with the SEC on February 10, 2015. The filing indicates that as of December 31, 2014, FRI or its affiliates
had sole voting power for 32,501,750 shares, shared voting power for 2,030 shares, sole dispositive power for 32,946,913 shares
and shared dispositive power for 45,953 shares. |
| |
(5) | BlackRock, Inc. (BlackRock) reported its direct and indirect beneficial ownership
on a Schedule 13G filed with the SEC on February 6, 2015. The filing indicates that as of December 31, 2014, BlackRock had sole
voting power for 27,070,282 shares, shared voting power for 21,834 shares, sole dispositive power for 32,508,853 shares and shared
dispositive power for 21,834 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 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 January 31, 2015, all Section 16(a) filing requirements were met.
2015 Proxy Statement
| TARGET CORPORATION 28
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the following
Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended
to the Board of Directors that the Compensation Discussion and Analysis be included in our annual report on Form 10-K and this
proxy statement.
COMPENSATION COMMITTEE(1)
James A. Johnson, Chair(2)
Douglas M. Baker, Jr.
Calvin Darden
John G. Stumpf(2)
(1) | Ms. Mulcahy and Mr. De Castro joined the Compensation Committee following the preparation
of this report, with Ms. Mulcahy becoming Chair. |
| |
(2) | Messrs. Johnson and Stumpf rotated off of the Compensation Committee following the
preparation of this report. |
COMPENSATION DISCUSSION AND ANALYSIS
INTRODUCTION
This Compensation Discussion and Analysis (CD&A) focuses on
how our Named Executive Officers (NEOs) were compensated for fiscal 2014 (February 2, 2014 through January 31, 2015) and how their
fiscal 2014 compensation aligns with our pay for performance philosophy. We also discuss significant actions taken in fiscal 2015
that relate to an understanding of fiscal 2014 compensation.
Mr. Cornell was hired as Chairman and Chief Executive Officer
on August 12, 2014. Prior to Mr. Cornell’s hire, Mr. Mulligan served in the capacity of Interim President & Chief Executive
Officer from May 5, 2014 to August 11, 2014. Our former Chairman, President & Chief Executive Officer, Gregg Steinhafel, ceased
serving in those capacities on May 5, 2014, but continued to serve in an advisory role until August 23, 2014. The details of Mr.
Steinhafel’s post-termination benefits can be found on page 63. For fiscal 2014, our NEOs were:
|
|
|
|
|
NAME |
PRINCIPAL POSITION |
|
|
Brian C. Cornell |
Chairman & Chief Executive Officer |
|
|
John J. Mulligan |
Executive Vice President & Chief Financial Officer |
|
|
Kathryn A. Tesija |
Executive Vice President & Chief Merchandising & Supply Chain Officer |
|
|
Tina M. Tyler |
Executive Vice President & Chief Stores Officer |
|
|
Jeffrey J. Jones II |
Executive Vice President & Chief Marketing Officer |
|
|
Gregg W. Steinhafel |
Former Chairman, President & Chief Executive Officer |
|
|
|
|
|
Our CD&A is divided into the following sections:
|
• | Executive Summary |
|
| |
|
• | Our Performance Framework for Executive Compensation |
|
| |
|
• | Other Benefit Elements |
|
| |
|
• | Compensation Governance |
2015 Proxy Statement │ TARGET CORPORATION 29
EXECUTIVE SUMMARY
We have made significant progress in the past year. In particular,
we named our first ever CEO hired from outside the organization who brings a wealth of experience in both retailing and consumer
products marketing to Target. We made the difficult decision to discontinue our Canadian operations which allows our management
team to focus all of its energy on pursuing profitable growth in the U.S. market and is expected to lead to improved financial
results overall. As a result of discontinuing our Canadian operations we did not meet the minimum threshold established for tax
purposes for fiscal 2014 (162(m) threshold) which led to the forfeiture of long-term and short-term incentive compensation for
our executive officers described in more detail throughout the CD&A.
Pay for Performance
Proven Record of Accountability in Pay Programs
Our incentive award payouts align with our financial performance.
|
• | No financial payouts were earned under our short-term incentive plan (STIP) over the past two years. As a result, no STIP payouts were paid to our CEO this year or last year. |
|
| | |
|
• | We significantly enhanced our long-term incentive (LTI) program last year in response to shareholder feedback: 100% of our annual LTI mix features performance-based metrics and is tied to relative performance versus our retail peers. |
|
| | |
|
| – | Our retail peers set the benchmark against which we are measured; our relative performance
against set performance metrics under our two most recent performance share unit (PSU) payouts yielded payouts well below goal. |
|
| | |
|
| – | Our PSU award for the 2012-2014 performance period was forfeited entirely, as described
under “Discontinuing Our Canadian Operations Results in 162(m) Threshold Not Being Met in Fiscal 2014.” If we had
met the 162(m) threshold, the financial results based on our performance versus our peers would have yielded a payout of 41.5%
of the goal number of shares. |
The charts below illustrate actual payouts, as a percentage of
goal, over the last three years for our STIP and PSU plans. PSU awards and the financial component of STIP made up more than 60%
of at-goal annual total direct compensation (TDC) for our NEOs in fiscal 2014. The first performance-based restricted stock unit
(PBRSU) payout has not yet occurred as PBRSUs were introduced in January 2014.
|
Payouts for Financial Component of STIP |
|
Payouts for PSU Awards |
|
|
|
|
Discontinuing Our Canadian Operations
Results in 162(m) Threshold Not Being Met in Fiscal 2014
As described above and throughout this CD&A, we utilize performance
metrics core to our business within our STI (incentive earnings before interest and taxes and incentive economic value added) and
LTI (relative market share growth, earnings per share growth, and return on invested capital) to drive strategy, measure our relative
performance against retail competitors and determine actual payouts for each award. In addition, our short-term and long-term compensation
programs are intended to qualify as deductible performance-based compensation under Section 162(m) of the Internal Revenue Code
based on achieving a minimum level of consolidated earnings before interest and taxes. The minimum level of performance represented
by the 162(m) threshold is in addition to the aforementioned performance metrics that are intended to drive payout within our plans.
2015 Proxy Statement │ TARGET CORPORATION 30
On January 14, 2015, in accordance with management’s recommendation,
our Board of Directors decided to discontinue our Canadian operations. As a result of the one-time charges associated with this
decision, in March 2015 our Compensation Committee determined that we did not meet our 162(m) threshold for fiscal 2014. Based
on that determination, long-term and short-term incentive compensation for our NEOs (including our former CEO) was forfeited entirely
as illustrated in the following tables:
|
|
|
|
|
|
IMPACT
ON LONG-TERM INCENTIVE ANNUAL GRANTS FOR DIFFERENT FISCAL YEARS |
|
|
AWARD
TYPE |
2011 |
2012 |
2013 |
2014 |
|
|
PBRSUs/RSUs(1)
Performance Period |
No Impact (2012-2014) |
No Impact (2013-2015) |
Forfeited (2014-2016) |
No Impact (2015-2017) |
|
|
PSUs(2)
Performance Period |
Forfeited, would have paid 41.5% (2012-2014) |
Forfeited (2013-2015) |
Forfeited (2014-2016) |
No Impact (2015-2017) |
|
|
Stock
Options(3) |
No Impact |
No Impact |
Not Applicable |
Not
Applicable |
|
|
|
|
|
|
|
|
(1) | The annual grants of PBRSUs and RSUs were made during January of each of the fiscal
years referenced in the table. |
| |
(2) | The annual grants of PSUs for fiscal 2011 and fiscal 2012 were made in March of fiscal
2012 and March of fiscal 2013, respectively, and the annual grants of PSUs for fiscal 2013 and fiscal 2014 were made in January
2014 and January 2015, respectively. |
| |
(3) | The annual grants of Stock Options for fiscal 2011 and fiscal 2012 were made during
January of those fiscal years. We discontinued granting options after fiscal 2012. |
|
|
|
|
|
|
IMPACT
ON SHORT-TERM INCENTIVE PLAN FOR FISCAL 2014 |
|
|
COMPONENT |
CEO
/ FORMER CEO |
OTHER
NEOs |
|
|
Financial(1) |
Forfeited,
would have paid $0 |
Forfeited,
would have paid $0 |
|
|
Personal(2) |
Not Applicable |
Forfeited |
|
|
|
|
|
|
(1) | The financial component is 100% of STIP for the CEO and former CEO, and two-thirds
of STIP at-goal for our other NEOs. Although our STI for fiscal 2014 was forfeited due to us not achieving the 162(m) threshold,
our below threshold financial performance would have resulted in a $0 payout even if that forfeiture did not occur. |
| |
(2) | The CEO and former CEO do not have a personal component to their STI. The personal
component is one-third of STI for our other NEOs. The forfeiture due to us not achieving the 162(m) threshold removed the opportunity
for our other NEOs to receive a payout under our existing plan. |
See “Compensation Tax Policy” on p. 48 for more information.
Not meeting the 162(m) threshold in 2014 significantly reduced
the amount of compensation that could be realized from awards reported in the Summary Compensation Table (SCT) for fiscal 2012,
2013, and 2014. To illustrate, the following table shows the impact on certain compensation components reported in the Summary
Compensation Table for fiscal 2013, which includes grants that were only one year into their three-year performance cycle. Although
Mr. Cornell is not included in the table below, his 2014 Pro-Rata PSU and PBRSU awards were forfeited because they were subject
to the same performance condition and covered the same performance period as the other NEOs’ fiscal 2013 stock awards. See
page 39 for more details on his “Pro-Rata TDC for Fiscal 2014”.
|
| |
| |
| |
| |
| |
| |
|
|
|
MR. MULLIGAN | |
MS.
TESIJA | |
MS.
TYLER | |
MR.
JONES | |
MR.
STEINHAFEL | |
|
FISCAL 2013 COMPENSATION
COMPONENT | |
2013
SCT | |
ACTUAL
REALIZED COMP | |
2013
SCT | |
ACTUAL
REALIZED COMP | |
2013
SCT | |
ACTUAL
REALIZED COMP | |
2013
SCT | |
ACTUAL
REALIZED COMP | |
2013
SCT | |
ACTUAL
REALIZED COMP | |
|
Base Salary | |
$ | 700,000 | |
$ | 700,000 | |
$ | 950,000 | |
$ | 950,000 | |
$ | 725,000 | |
$ | 725,000 | |
$ | 700,000 | |
$ | 700,000 | |
$ | 1,500,000 | |
$ | 1,500,000 | |
|
Bonus | |
$ | 150,000 | |
$ | 150,000 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
|
Stock Awards | |
$ | 3,505,105 | |
$ | 0 | |
$ | 5,841,653 | |
$ | 0 | |
$ | 3,797,152 | |
$ | 0 | |
$ | 3,505,105 | |
$ | 0 | |
$ | 10,224,120 | |
$ | 0 | |
|
Option Awards | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
|
Non-Equity Incentive Plan Compensation | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
$ | 0 | |
|
Total 2013 Compensation(1) | |
$ | 4,355,105 | |
$ | 850,000 | |
$ | 6,791,653 | |
$ | 950,000 | |
$ | 4,522,152 | |
$ | 725,000 | |
$ | 4,205,105 | |
$ | 700,000 | |
$ | 11,724,120 | |
$ | 1,500,000 | |
|
%
of 2013 Compensation Realized | |
| | |
| 20% | |
| | |
| 14% | |
| | |
| 16% | |
| | |
| 17% | |
| | |
| 13% | |
|
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
(1) | Total 2013 compensation excludes items shown under “Change in Pension Value
and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” in the Summary Compensation Table.
Total 2013 Compensation for a fiscal year includes: (a) base salary levels approved for that year, (b) STIP payouts related to
performance for that year, and (c) annual LTI awards representing the aggregate grant date fair value of awards granted in March
2013 and January 2014. Beginning in January 2014, we changed our grant timing practices to grant both PBRSUs and PSUs in January. |
2015 Proxy Statement │ TARGET CORPORATION 31
Strategic Alignment Awards and Bonuses for Fiscal 2014 Performance
The Board of Directors and Compensation Committee recognize that
the current management team no longer includes those most directly responsible for developing and executing Target’s strategy
to enter Canada. The current team, however, worked tirelessly to salvage that strategy and, together with our Board, ultimately
made the tough decision—and the right one for shareholders—to discontinue our Canadian operations while strengthening
performance in the U.S. The Board and Committee note that the decision to discontinue our Canadian operations resulted in a write-off
in 2014 that, due to the 162(m) threshold, caused the forfeiture of three years of PSUs and the January 2014 PBRSU grant, as well
as the 2014 STIP for Executive Officers.
The Board and Committee acknowledge the current management team’s performance in
creating shareholder value as demonstrated by the attempts to optimize the Canadian investment while driving the strong momentum
shown in fiscal 2014 third and fourth quarter U.S. results. Further, in connection with the five key priorities to transform our
business for long-term growth announced in early March 2015 and described in more detail on page 36, our executive officers have
been tasked with specific goals to deliver on Target’s transformation with important foundational steps to be taken over
the next two years.
Strategic Alignment Awards
In March 2015 the Compensation Committee and the independent members
of the Board approved Strategic Alignment Awards. The awards are designed to connect the current management team’s pay with
its performance in achieving goals designed to re-position Target and drive long-term growth consistent with our transformational
plan along the five key priorities announced earlier in the month. In addition to strengthening pay with performance, the Committee
considered the overall retentive value of the awards in a key time of transition. The awards are in addition to the annual LTI
grants, and were granted off-cycle to allow the Compensation Committee and full Board to carefully consider this matter in the
context of Target’s full year financial performance, as well as to gain input from shareholders in advance of making the
awards.
Specifically, in March 2015, our active NEOs received performance-based
awards with grant date present values as follows: Mr. Cornell – $3.75 million, Mr. Mulligan – $3 million, Ms. Tesija
– $3 million, Mr. Jones – $2.85 million, Ms. Tyler – $2.85 million.
The grants are based on performance, have a two-year performance
period, are settled in stock and will be reflected in the Summary Compensation Table for fiscal 2015. The two-year performance
period and performance metrics are explicitly designed to align with timing and metrics that drive the transformational plan set
by our CEO and Board. A two-year performance period bolsters the performance-based nature of our executive pay program during this
important time in Target’s transformation, as all other outstanding LTI with active performance metrics do not vest until
2018. The award is forfeited if termination occurs prior to the conclusion of the performance period, except in the event of death
and disability.
Payout of these awards is based on important absolute metrics,
each selected to drive focused outcomes that complement the relative performance metrics in our annual LTI awards. The payouts
up to 150% of goal will be assessed based on three core metrics closely aligned with our transformation, as outlined below, with
an additional ability to earn up to 200% of goal payout with an After-tax Return on Invested Capital (ROIC) modifier:
|
| |
| |
|
|
|
METRIC | |
IMPORTANCE | |
PERFORMANCE GOALS |
|
|
Total Sales Growth | |
Drive sales through a focus on signature
categories, increased personalization, and localization | |
Goal: 3% Compound Annual Growth
Rate (CAGR)
Maximum: 4.5% CAGR
No payout for 0% CAGR |
|
|
Digital Channel Sales Growth | |
Continued focus on omnichannel strategy
that enables our guests to engage with Target anywhere, anytime | |
Goal: 30% CAGR
Maximum: 45% CAGR
No payout for 0% CAGR |
|
|
Earnings Before Interest and
Taxes (EBIT) Growth | |
Ensure that we are growing sales
profitably, and optimizing expenses to fuel this profitable growth | |
Goal: increase Segment EBIT by $500M
(2016 v. 2014), surpassing all time high EBIT performance Maximum: $750 million increase
No payout for less than $250 million
increase |
|
|
Return on Invested Capital Modifier | |
Invest smartly in our business,
effectively allocating capital to drive profit | |
To earn additional upside, requires
at least 13.75% for fiscal 2016, representing the highest in recent history |
|
|
| |
| |
|
|
Additional information regarding the Strategic Alignment Awards
will be disclosed in our proxy statement for the 2016 annual meeting.
2015 Proxy Statement │ TARGET CORPORATION 32
Bonuses for Fiscal 2014 Performance
To recognize the NEOs for dedicated performance during an extended
leadership transition last year, the Compensation Committee determined it appropriate to approve bonus payments for the currently
employed NEOs, excluding our CEO. The management team was responsible for developing and delivering on the strategies that led
to positive U.S. results in comparable sales, digital channel sales growth and year-over-year gross margin rate performance improvement
which drove earnings above expectations in the third and fourth quarter of fiscal 2014. These payments, are included in the “Bonus”
column of the Summary Compensation Table and described in further detail on page 41.
Current CEO Hire
Effective August 12, 2014, Mr. Cornell was appointed to the position
of Chairman & Chief Executive Officer. As part of Mr. Cornell’s offer, he received:
|
• | Fiscal 2014 pro-rata total direct compensation (TDC) of $5,320,000 derived from at-goal
annual compensation of $12,250,000 to approximate the median of our combined retail and general industry peer group. TDC consists
of base salary, at-goal STIP opportunity and grant date present value of LTI. Mr. Cornell realized only $595,000 of his pro-rata
TDC because STIP paid out at $0 and LTI was forfeited due to our not meeting the 162(m) threshold. |
|
| |
|
• | Make-whole grant of $13,979,481 intended to replace forfeited equity from former employer
and subject to further performance and time-based restrictions. |
More details of Mr. Cornell’s pay package can be found on
page 39.
Results of 2014 Advisory Vote to Approve Executive Compensation
At our June 2014 annual meeting of shareholders, shareholders
approved our Say on Pay proposal in support of our executive compensation program by 78%, a significant improvement over the prior
year. We believe that open dialogue with our shareholders and reflecting their feedback in our compensation decisions is critical
to our success.
Shareholder Outreach
Following the announcement to discontinue our Canadian operations,
we hosted calls or held meetings with shareholders representing approximately 41% of shares voted. The majority of the conversations
were led by Anne Mulcahy, then-current Chair of our Board’s Nominating & Governance Committee and the current Chair of
our Board’s Compensation Committee, and included soliciting feedback on key compensation and governance issues that informed
our decision to award bonuses for fiscal 2014 performance and the design of the Strategic Alignment Awards. We value the feedback
provided by our shareholders and look forward to continued, open dialogue on compensation matters and other issues relevant to
our business.
The Board’s overarching goal is to deliver on our pay for
performance philosophy by offering compensation strategies that incent strong results, attract and retain a premier management
team, and are supported by shareholders. In 2013, we undertook a significant overhaul of our compensation programs to ensure that
our pay practices demonstrate Target’s strong commitment to our pay for performance philosophy and high standards of corporate
governance. In 2014, we continued that momentum by making additional changes described under “Compensation Program Enhancements
in Response to Shareholder Feedback” on page 39.
2015 Proxy Statement │ TARGET CORPORATION 33
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. |
|
|
|
|
Robust stock ownership guidelines |
YES
| |
We have stock ownership guidelines for executive officers of 7x base
salary for CEO (increased from 5x), 3x base salary for non-CEO executive officers and
$270,000 for directors. |
|
|
|
|
Annual Shareholder
“Say on Pay” |
YES
| |
We value our shareholders’ input on our executive compensation
programs. Our Board of Directors 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 this proxy statement. |
|
|
|
|
Double Trigger Change-in-Control |
YES
| |
We now grant equity awards that require both a change-in-control and
an involuntary termination or voluntary termination with good reason before vesting. |
|
|
|
|
Annual compensation risk assessment |
YES
| |
A risk assessment of our compensation
programs is performed on an annual basis. |
|
|
|
|
Clawback policy |
YES
| |
Our policy allows recovery of incentive cash and equity compensation
if it is earned based on inaccurate financial statements. |
|
|
|
|
Independent compensation consultant |
YES
| |
The Compensation Committee retains an independent compensation consultant
to advise on the executive compensation program and practices. |
|
|
|
|
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. |
|
|
|
|
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. |
|
|
|
|
Tax gross-ups |
NO
| |
We do not provide tax gross-ups
to our executive officers. |
|
|
|
|
Dividends on unearned performance awards |
NO
| |
We do not pay dividends on
unearned performance awards. |
|
|
|
|
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 named
executive officers has an employment contract. |
|
|
|
|
|
|
|
|
|
|
2015 Proxy
Statement │ TARGET
CORPORATION 34
Performance Highlights
Target’s Segment Total Sales, Digital
Channel Sales Growth, Adjusted Earnings Per Share (EPS) from Continuing Operations, Segment After-Tax ROIC and Total Shareholder
Return (TSR) performance over the past five fiscal years are shown below:
Segment Total Sales
(in millions) |
|
Digital Channel Sales Growth |
|
|
|
|
|
|
|
|
|
Adjusted EPS from
Continuing Operations(2) |
|
Segment After-Tax ROIC |
|
|
|
|
|
|
Total Shareholder Return
(1) |
2012 reflects a 53-week accounting year. |
(2) |
A reconciliation of Adjusted EPS from Continuing Operations to GAAP EPS is provided in Appendix A. |
The Board and management team have demonstrated
a strong commitment to returning capital to shareholders over the past five fiscal years.
2015 Proxy
Statement │ TARGET
CORPORATION 35
2014 Performance Review
Fiscal 2014 was a year of transition in
which we began to lay the foundation for the transformation we will accomplish in the next few years. A year ago we were in recovery
mode, working to repair guest relationships following the data breach while we undertook an assessment of the long-term prospects
for our Canadian business. The recovery of our business was evident in the progression of our financial results throughout the
year. Specifically, comparable sales, digital channel sales growth and year-over-year gross margin rate performance improved throughout
2014, as our guests moved beyond the impact of the breach and we began to see early progress on our transformation.
Strategic Priorities
With the data breach more than a year behind
us and the difficult decision to discontinue our Canadian operations made, our team is focused and aligned on the following five
key priorities to transform our business for long-term growth, which were announced in early March 2015:
|
• |
Leading in omnichannel and taking a
“channel agnostic” view to growing our business. Our digital channel growth led the industry in 2014 and we are
working to build on that success in 2015 and beyond. |
|
|
|
|
• |
Defining category roles and re-establishing leadership
in signature categories of baby, kids, beauty, style and wellness. These are the categories we are well known for and our
guests have asked us to lead with them in the years ahead. Beyond these signature categories, we are defining appropriate
roles for all of our categories and will invest in them appropriately to ensure we’re providing our guests convenience
through a differentiated, inspirational, one-stop-shopping experience. |
|
|
|
|
• |
Becoming much more localized in the assortment
and experience we provide in our stores, and more personalized in the digital experience we deliver. |
|
|
|
|
• |
Developing and testing new formats that will help
us to better serve our guests over time. We have experienced strong financial results from our first eight CityTarget stores
and very strong initial performance in the test of our first Target Express location. |
|
|
|
|
• |
Reducing complexity and controlling costs in order
to fuel our investments in strategies that will grow our business. The management team is committed to moving decisively to
modernize the way we work and create the capacity we need to invest in the priorities that will drive our growth and return
on invested capital. |
We have a fantastic foundation to build
on, with a great brand, loyal guests and an outstanding team, and we are committed to maintaining our focus on our key priorities
and making the tough decisions to position Target for long-run success.
2015 Proxy
Statement │ TARGET
CORPORATION 36
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. 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.
CURRENT CEO PAY MIX(1) |
|
OTHER ACTIVE NEOs PAY MIX |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-Based |
89% |
|
|
|
Performance-Based |
84% |
|
|
|
|
|
|
|
|
|
|
(1) |
Represents annual at-goal TDC. |
|
|
|
|
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. |
|
|
|
|
• |
STIP – The financial STIP payout was
0% for fiscal 2014. Payouts range from 75% to 300% when performance levels are at or between 5% below and 5% above goal, respectively. |
|
|
|
|
• |
PSUs – Payouts range from 0% to 175%
of goal depending on our performance relative to our retail peer group. |
|
|
|
|
• |
PBRSUs – Payouts range from 75% to
125% of goal depending on TSR performance relative to our retail peer group. |
2015 Proxy
Statement │ TARGET
CORPORATION 37
Elements of Fiscal 2014 Executive Total Direct Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ELEMENT |
|
KEY
CHARACTERISTICS |
|
LINK TO SHAREHOLDER
VALUE |
|
HOW WE DETERMINE AMOUNT |
|
KEY
DECISIONS |
|
|
FIXED |
|
Base Salary |
|
Fixed compensation component payable in cash, representing less than
20% of TDC for our NEOs. Reviewed annually and adjusted when appropriate. |
|
A means to attract and retain talented executives capable of driving
superior performance. |
|
Scope and complexity of each executive officer’s roles, individual
skills, contributions, market data and prior experience. |
|
Approved in January of 2014, our former CEO and NEOs received no base salary increases. Mr. Mulligan received a base salary increase in May 2014 when he became Interim President & CEO.
For fiscal 2015, Mr. Jones received a base salary increase. See page 40. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short Term
Incentives |
|
Variable compensation component payable in cash based on performance
against annually established financial goals and assessment of individual performance (excluding CEO). |
|
Incentive targets are tied to achievement of key annual strategic, operational, and financial measures.
Our CEO’s STIP is exclusively tied to financial measures. |
|
Financial portion of award based on:
- Earnings Before Interest and Taxes (Incentive EBIT)
- Economic Value Added (Incentive EVA)
Personal scores are based on critical factors upon which we believe leadership and performance should be assessed, but which are not quantifiable. We do not use a personal score in our CEO’s STIP. |
|
Weak performance against goals resulted in no financial payout for the CEO and other NEOs for fiscal 2014.
To reinforce the importance of profitable growth, for fiscal 2015, we added sales as a metric. We also removed Incentive EVA since we have a measure of capital management (After-tax ROIC) appropriately positioned within our LTI mix. See
page 41. |
|
|
PERFORMANCE BASED |
|
Performance Share
Unit Awards |
|
PSUs cliff vest three years from the date of grant 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 in:
-Market share change
-EPS growth
-After-tax ROIC |
|
Grant award levels based on individual performance, potential future contributions, historical grant amounts, retention considerations and market data.
Actual award payout based on change in market share and EPS compound annual growth rate versus retail peer group (added relative After-tax ROIC with the award granted in January 2014). |
|
As discussed on pages 30-31, we did not meet the 162(m) threshold, effectively
cancelling the fiscal 2011, 2012, and 2013 PSU awards. |
|
|
|
|
Performance Based
Restricted Stock
Unit Awards |
|
PBRSUs cliff vest three years from the date of grant 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 awards based on individual performance, historical grant amounts, retention considerations and market data.
Payout varies from 75% to 125% of award based on TSR versus retail peer group. |
|
As discussed on pages 30-31, we did not meet the 162(m) threshold, effectively
cancelling the fiscal 2013 PBRSU award. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 Proxy
Statement │ TARGET
CORPORATION 38
Compensation Program Enhancements in Response to Shareholder
Feedback
During 2013, we embarked on a comprehensive
overhaul of our executive compensation program. We continued to make meaningful changes to our pay programs over the last year,
including:
|
• |
Double Trigger Change-in-Control.
For grants made starting in January 2015, the Committee adopted a double trigger treatment that requires both a change-in-control
and either an involuntary termination without cause or voluntary termination with good reason before vesting is accelerated.
The amount accelerated is generally a pro-rata share amount based on the date of termination, unless the amount of shares
the executive officer would have received upon termination had the change in control not occurred is a greater amount. |
|
|
|
|
• |
Ownership Guidelines. We increased our CEO’s
ownership guidelines from 5x base salary to 7x base salary. |
|
|
|
|
• |
Pre-guideline Holding Requirement. If an
executive officer is below the applicable ownership threshold prior to the compliance date, he or she must retain 50% of all
shares acquired on the vesting of equity awards or the exercise of stock options (net of exercise costs and taxes) until the
ownership guideline amount is satisfied. |
|
|
|
|
• |
Compensation Peer Groups. We updated our
retail peer group to broaden the view of the competitive landscape in assessing relative performance under the PSU and PBRSU
plans, as well as assessing executive officer compensation levels. Our general industry peer group was updated to increase
alignment from a revenue and market capitalization perspective and maintain diverse industry representation across the peer
group. |
|
|
|
|
• |
Limited Current CEO Perquisites. Mr. Cornell
is only eligible for perquisites that support his safety, health and well-being. See page 44 for more details. |
|
|
|
|
• |
Fiscal 2015 Short-Term Incentive Plan Redesign.
Beginning in fiscal 2015, the short-term incentive plan is based on Incentive Earnings Before Interest and Taxes (weighted
75% at-goal) and sales (weighted 25% at-goal) to align annual incentives with our strategy of driving growth, with an emphasis
on profitability. In conjunction, Incentive Economic Value Added was eliminated as a metric. With the introduction of Return
on Invested Capital in our performance share unit plan, assessing capital management is now appropriately positioned within
our long-term plan. |
Current CEO Compensation Focused on
Long-Term Performance
On August 12, 2014, Mr. Cornell became Chairman
& Chief Executive Officer. To attract Mr. Cornell to the company and ensure his compensation was structured in accordance
with current best practices and principles of pay for performance, the Compensation Committee constructed a compensation package
with the following elements:
|
• |
Pro-Rated TDC for Fiscal 2014. Aligned Mr. Cornell’s pro-rated fiscal 2014 TDC with the incentive structure applied
to our other executive officers, and approximated the at-goal median compensation for CEOs of our peer groups. |
|
|
|
|
• |
Make-Whole Compensation. Provided Mr. Cornell make-whole compensation
to replace compensation he forfeited from his former employer when he became our Chairman & Chief Executive Officer. The LTI
awards are subject to further performance and time-based restrictions. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current CEO Compensation Package |
|
|
|
PRO-RATED
TDC FOR FISCAL 2014 |
MAKE-WHOLE
COMPENSATION |
|
|
|
|
|
|
|
PURPOSE |
|
|
|
|
|
Aligned structure, timing and forms of compensation with other executive officers, and approximates the at-goal median compensation for CEOs of our combined retail and general industry peer groups. Compensation pro-rated based on Mr. Cornell’s start date of August 12, 2014. |
Replaced the
estimated value of awards Mr. Cornell gave up from his former employer to join Target. The make-whole compensation consists
primarily of Target stock subject to further performance and time-vesting restrictions. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION ELEMENTS |
|
|
|
|
|
|
|
|
|
|
|
Salary |
|
|
$ |
595,000 |
|
|
|
|
$ |
0 |
|
|
|
|
Short-Term lncentives(1) |
|
|
$ |
975,000 |
|
|
Represents at-goal |
|
$ |
48,390 |
|
|
|
|
PSUs |
|
|
$ |
2,812,500 |
|
— |
value at time of
offer, actual realized
|
|
$ |
0 |
|
|
|
|
PBRSUs |
|
|
$ |
937,500 |
|
|
value was $0. |
|
$ |
9,785,637 |
(2) |
|
|
|
RSUs |
|
|
$ |
0 |
|
|
|
|
$ |
4,193,844 |
(2) |
|
|
|
Total |
|
|
$ |
5,320,000 |
|
|
|
|
$ |
14,027,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The Short-Term Incentives for the “Pro-Rated
TDC for Fiscal 2014” represents an at-goal amount that is 150% of Annual Base Salary, based on the number of months
worked during the year. The Short-Term Incentives for the “Make-Whole Compensation” represents the portion of
Mr. Cornell’s $835,890 annual bonus payment that he forfeited when he left his former employer. |
2015 Proxy
Statement │ TARGET
CORPORATION 39
(2) |
At the time of hire, it was uncertain
how much LTI Mr. Cornell would forfeit from his former employer. Target committed to the estimated value of awards Mr. Cornell
would forfeit of $19,250,000 and agreed to reduce it by the target value of any incentive awards from his former employer
that he was eligible to retain. Mr. Cornell ultimately retained $5,270,519 from his previous employer, making his final make-whole
LTI grant equal to $13,979,481. The PBRSUs represent 70% of the make-whole LTI and 75% to 125% of the PBRSUs vest in March
2016, 2017 and 2018 based on Target’s TSR relative to its retail peers from the grant date of the award through each
of those dates. The RSUs, which vested in March 2015, represent 30% of the make-whole LTI and approximate the value and timing
of payments he was scheduled to receive from his former employer. See the Grants of Plan-Based Awards in Fiscal 2014 table
on page 52 for the grant date fair value of these awards as determined pursuant to FASB ASC Topic 718. |
Base Salary
We provide base salary as a means to provide
a stable amount of cash compensation to our executive officers. In alignment with our pay for performance philosophy, it represents
the smallest portion of TDC.
In January 2014, the Compensation Committee
approved no fiscal 2014 base salary increases for our NEOs. Mr. Mulligan received an increase in May 2014 at the time he was appointed
to his additional capacities as Interim President & Chief Executive Officer in connection with his increased role and to reflect
him assuming responsibility for the Target properties function, which continued after Mr. Cornell was hired as our CEO.
In January 2015, the Compensation Committee
approved a fiscal 2015 base salary increase of $25,000 for Mr. Jones for his leadership in rebuilding the brand following the
data breach.
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. For fiscal
2014, STIP metrics included both profitability (Incentive EBIT) and investment discipline (Incentive EVA). To incent and reward
performance aligned with our goals and strategy as a business going-forward, we replaced Incentive EVA with sales beginning in
fiscal 2015, as described in more detail on page 41.
Fiscal 2014 Performance
Metrics
Our STIP program for fiscal 2014 was based
on two metrics and appropriately challenging goals set at the beginning of the performance period:
|
• |
Incentive EBIT. Incentive EBIT
represented 50% of the financial component of the STIP payout. For fiscal 2014, Incentive EBIT consisted of Consolidated EBIT,
as determined under GAAP, with certain adjustments that can be found in Appendix A. |
|
|
|
|
• |
Incentive EVA. Incentive EVA accounted for
the other 50% of the financial component of the STIP payout. Incentive EVA is a measure of earnings after an estimated after-tax
cost of capital charge. A positive Incentive EVA performance indicates we are generating returns on invested capital at rates
higher than the cost of capital. For fiscal 2014, Incentive EVA included the U.S. Segment and the Canadian Segment. |
|
|
|
|
• |
Personal Performance (excludes CEO). Personal
performance payments correspond to a predetermined percentage of base salary tied to a payout matrix for each personal performance
review score. The maximum personal performance payout is equal to 46.7% of base salary. Review scores are a subjective element
within our mix of variable compensation elements to recognize the critical factors upon which we believe leadership and performance
should be assessed, but which are not quantifiable, including: enterprise leadership, the development of a high performing
and diverse team, a strong commitment to high ethical standards, and the achievement of strategic goals and objectives for
the year. |
The following tables summarize the total
short-term incentive opportunity for financial performance measures at 5% below goal, goal, and 5% above goal, and a representative
incentive opportunity for the personal performance aspect of the short-term incentive program under various performance levels
as a percentage of base pay. The tables are not substitutes for the information disclosed in the Grants of Plan-Based Awards in
Fiscal 2014 table located on page 52.
2015 Proxy
Statement │ TARGET
CORPORATION 40
|
|
|
|
|
|
|
|
|
|
Illustrative Payouts for
our CEO (as a % of base salary) |
|
|
|
|
PERFORMANCE LEVEL |
|
|
|
|
5% BELOW GOAL |
|
GOAL |
|
5% ABOVE GOAL |
|
|
Financial Component |
|
75% |
|
150% |
|
300% |
|
|
(50% Incentive EBIT, 50% Incentive EVA) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Illustrative Payouts for
Other NEOs (as a % of base salary) |
|
|
|
|
PERFORMANCE LEVEL |
|
|
|
|
BELOW GOAL(1) |
|
GOAL(2) |
|
ABOVE GOAL(3) |
|
|
Financial Component |
|
20% |
|
53% |
|
120% |
|
|
(50% Incentive EBIT, 50% Incentive EVA) |
|
|
|
|
|
|
|
|
Personal Performance Component |
|
20% |
|
27% |
|
40% |
|
|
Total(4) |
|
40% |
|
80% |
|
160% |
|
|
|
|
|
|
|
|
|
|
(1) |
Reflects financial performance at 5% below goal and “effective” personal performance. |
(2) |
Reflects financial performance at-goal and “excellent” personal performance. |
(3) |
Reflects financial performance at 5% above goal and “outstanding” personal performance. |
(4) |
In May 2014, the Board increased Mr. Mulligan’s fiscal 2014 short-term incentive opportunity amounts, pro-rated for three months during which he served in the additional capacities of Interim President & CEO. Using this table for illustrative payouts, the annualized payouts would be as follows: below goal payout would be 42%, at-goal payout would be 84% and above goal payout would be 167% of base salary. |
Fiscal 2014 Performance Goals and How We
Performed in Comparison to These Goals
The final STIP goals were based on our overall
2014 performance goals, which were reviewed, discussed and approved by the Board at the beginning of the year. When approving these
goals the Board takes into account our business strategies, the economic environment and how the annual goal aligns with our long
range plan.
As previously described, we did not achieve
our 162(m) threshold for fiscal 2014 required to earn a payout for financial or personal performance under the STIP. As a result,
our CEO and other NEOs did not receive payouts under the STIP for fiscal 2014.
Historically, our STIP goals have proven
challenging, with 0% payouts for both fiscal 2013 and fiscal 2014. For fiscal 2014, our Incentive EBIT and Incentive EVA goal amounts
were $4,822 million and $299 million, respectively. The threshold amounts to receive a payout were $4,581 million for Incentive
EBIT and $142 million for Incentive EVA, as further detailed in our Reconciliation of Incentive EBIT to Consolidated GAAP EBIT
in Appendix A. Our actual results were below threshold for both metrics, which would have resulted in a $0 financial payout even
if we had achieved our 162(m) threshold for fiscal 2014.
Fiscal 2014 Performance Bonuses
To recognize the NEOs for dedicated performance
during an extended leadership transition last year, the Compensation Committee determined it appropriate to approve bonus payments
for the currently employed NEOs, excluding our CEO, of 40% of salary. The management team was tasked with developing and delivering
on the strategies that led to positive U.S. results in comparable sales, digital channel sales growth and year-over-year gross
margin rate performance improvement which drove earnings above expectations in the third and fourth quarter of fiscal 2014.
Fiscal 2015 Performance Metrics
Beginning in fiscal 2015, we introduced sales
as a metric to complement Incentive EBIT within the financial component of the CEO and other NEOs’ STIP. We placed additional
weight on profitability (Incentive EBIT at 75% at-goal and sales at 25% at-goal) to align our annual incentives with our strategy
of driving growth, with an emphasis on profitability. We removed incentive EVA from our short-term plan because assessing capital
management is now appropriately positioned within our LTI mix with the introduction of After-tax ROIC to our PSU plan beginning
with fiscal 2013’s annual grant. This change will continue to motivate and reward our executives for performance on key annual
measures.
2015 Proxy Statement │ TARGET CORPORATION 41
Long-Term Incentives
To align our executive officers’ pay
outcomes with long-term performance, 100% of our annual LTI grant features performance-based metrics and comprises the majority
of each NEO’s total compensation.
Value of LTI Awarded
In determining the amount of individual long-term
incentive awards, the Compensation Committee considered each NEO’s performance 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.
As agreed to in his offer letter, Mr. Cornell
received an annual LTI grant date present value of $9,000,000 in January 2015. The grant date present value of this award was positioned
just below the median at-goal LTI amount for CEOs of our combined peer groups at the time of his offer.
The Compensation Committee made three changes
to the NEOs’ annual LTI grants versus the prior year. Mr. Mulligan’s LTI grant was increased by $500,000 in recognition
of the positive results delivered stemming from his leadership as Interim President & CEO and for assuming responsibility for
Target’s properties function. Mr. Jones’ LTI was increased by $250,000 for his leadership in rebuilding the brand following
the data breach. Ms. Tesija’s LTI grant was decreased by $750,000 due to a shift in responsibilities and to achieve an appropriate
alignment relative to other executive officers.
Mix of LTI
Once the total annual grant amount is determined,
the Compensation Committee grants 75% of this value in PSUs and 25% in PBRSUs. Under this approach, strong long-term performance
relative to peers on critical metrics becomes the key driver of compensation realized by executive officers.
PSUs
In January 2015, the Committee granted PSU
awards in connection with fiscal 2014 performance. Our PSUs have a three-year performance period and are settled in stock. As previously
described, we added After-tax ROIC as a third metric of our PSU plan beginning in fiscal 2013 to ensure that the plan payout reflects
the same key metrics we use to manage our business and drive shareholder returns over time. The three relative metrics used in
our PSU plan are:
| • | Change in Market Share. A company’s change in market share, expressed as a percentage,
is calculated by subtracting (a) from (b), 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. The “market” is the sum of the domestic net sales for us and our retail peer group. |
|
| (b) | The Company’s domestic net sales in the final year of the performance period is divided by
the market for the final year. |
| • | EPS Growth. Our compound annual growth rate of a non-GAAP measure of EPS for PSUs versus
the reported EPS of our retail peer group. |
| • | After-Tax ROIC. Three year average net operating profit after-tax (NOPAT) divided by average
invested capital for both our results and our retail peer group excluding discontinued operations. |
With these three independent metrics, our PSU program supports
the critical drivers of our success: to grow top-line relative to the retail sector, to grow it profitably, and to ensure prudent
deployment of capital to drive the business.
A reconciliation of the non-GAAP measure of EPS for PSUs to GAAP
EPS is provided in Appendix A.
2015 Proxy Statement │ TARGET CORPORATION 42
The following example illustrates PSU payouts at various levels
of performance:
For more information about our Peer Groups see pages 45-47.
Adjustments
The intent of our PSU program is to measure
performance relative to the retail peer group (defined on page 46) on the previously described measures. To achieve this measurement
in an objective manner, we base the initial rankings on annual reported financial results of each member of the retail peer group
and Target (except as may be determined at the time of grant). The 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 are necessary to properly
gauge Target’s relative performance. Since the implementation of our relative performance plan, the only adjustment to our
peers’ results was a reduction in sales to remove the impact of the 53rd week in the retail accounting calendar to ensure
consistency on relative market share performance across companies. Adjustments to Target and peers’ results, if any, are
disclosed in the proxy in the year of award payout. There were no adjustments to the 2012-2014 PSUs after the grant date.
2012-2014 PSU Payout
We did not achieve our 162(m) threshold for
fiscal 2014 required to earn a payout for three PSU award cycles: 2012-2014, 2013-2015, and 2014-2016.
With respect to PSU awards that were granted
in March 2012 for the three-year performance period ended January 31, 2015, our NEOs would have earned 41.5% of the goal number
of shares if the 162(m) threshold had been met. This outcome is based on our 13-company retail peer group at the time of that grant:
Amazon.com, Best Buy, Costco, CVS Caremark, Home Depot, J.C. Penney, Kohl’s, Kroger, Lowe’s, Macy’s, Sears, Walgreens
and Walmart. The following table summarizes the rankings and results for awards granted in March 2012 with a base year of fiscal
2011 and a final performance year of fiscal 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PAYOUT IF 162(m) |
|
ACTUAL TOTAL |
|
|
METRIC |
|
RANKING |
|
PAYOUT |
|
THRESHOLD ACHIEVED |
|
PAYOUT |
|
|
Market Share |
|
11th |
|
58% |
|
41.5% |
|
0% |
|
|
EPS Growth |
|
9th |
|
25% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 Proxy Statement │ TARGET CORPORATION 43
No adjustments were made to competitors’
results. A reconciliation of the non-GAAP measure of EPS for PSUs to GAAP EPS is provided in Appendix A.
PBRSUs
Beginning in January 2014, we introduced
PBRSUs to our NEOs’ annual LTI grant mix so that 100% of the annual LTI grant mix features metrics tied to Target’s
performance relative to our retail peers. 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 three years from the date of grant.
|
|
|
|
|
|
PBRSU Payout Schedule |
|
|
TSR PERFORMANCE RANKING(1) |
|
PERCENT OF GOAL |
|
|
1-6 |
|
125% |
|
|
7-12 |
|
100% |
|
|
13-18 |
|
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. |
We did not achieve our 162(m) threshold for
fiscal 2014 required to earn a payout for the 2014-2016 PBRSU performance period, so the PBRSUs for that performance period were
forfeited.
OTHER BENEFIT ELEMENTS
We offer other benefit components designed to encourage retention
of key talent including:
| • | Pension plan. We maintain a pension
plan for team members hired prior to January 2009 who meet certain eligibility criteria. We also maintain supplemental pension
plans for those team members who are subject to IRS limits on the basic pension plan or whose pensions are adversely impacted by
participating in our deferred compensation plan. Our pension formula under these plans is the same for all participants—there
are no enhanced benefits provided to executive officers beyond extending the pension formula to earnings above the qualified plan
limits. |
| • | 401(k) plan. Available to all team
members who work more than 1,000 hours for the company. There is no enhanced benefit for executives. |
| • | Deferred compensation plan. For a broad
management group (approximately 3,800 eligible team members), we offer a non-qualified, unfunded, individual account deferred compensation
plan. The plan has investment options that mirror our 401(k) plan. |
| • | 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.
The 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 support his safety, health and well-being—home security,
parking, executive physical, exercise room access and personal use of company owned aircraft for security reasons. Mr. Cornell
is required to reimburse Target for the incremental costs of using company-owned aircraft for personal purposes if his personal
use exceeds $175,000 per year. Mr. Cornell did not exceed that amount in fiscal 2014. He is not provided a company car or
car allowance, financial management or incidental gifts. |
Greater detail on these components is provided
in the tables that follow the Summary Compensation Table on page 49.
2015 Proxy Statement │ TARGET CORPORATION 44
Income Continuance
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 times the sum of base salary and the average of the last three years of
short-term incentive and personal performance payments. None of our currently employed named executive officers has an employment
contract, enhanced change-of-control benefits or rights to tax gross-ups.
COMPENSATION GOVERNANCE
Process for Determining Executive Compensation (Including NEOs)
Compensation Committee
The Compensation Committee is responsible for determining the
composition and value of our non-CEO executive officer pay packages and for developing a recommendation for our CEO’s pay
package that is reviewed and approved by the independent directors of the full Board. The 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 and final recommendations
to the independent members of the full Board are made solely by the Compensation Committee. The Compensation Committee may not
delegate its primary responsibility of overseeing executive officer compensation, but it may delegate to management the administrative
aspects of our compensation plans that do not involve the setting of compensation levels for executive officers.
Compensation Committee’s Independent
Consultant
SBCG has been retained by and reports directly to the Compensation
Committee and does not have any other consulting engagements with management or Target. The Committee assessed SBCG’s independence
in light of the U.S. Securities and Exchange Commission and NYSE listing standards and determined that no conflict of interest
or independence concerns exist.
With respect to CEO compensation, SBCG provides an independent
recommendation to the Compensation Committee, in the form of a range of possible outcomes, for the Compensation Committee’s
consideration. In developing its recommendation, SBCG relies on its understanding of Target’s business and compensation programs
and SBCG’s independent research and analysis. SBCG does not meet with our CEO with respect to CEO compensation. SBCG also
provides an independent assessment of the CEO’s recommendations on NEO compensation to the 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, Towers Watson and Hay Group, covering
our retail and general industry peer group companies. Management’s outside consultants do not have any interaction with either
the 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 Compensation Committee for other executive
officers. The CEO alone is responsible for providing final compensation recommendations for the other executive officers to the
Compensation Committee.
Benchmarking Using Compensation Peer Groups
Peer group market positioning is another important factor considered
in determining each executive officer’s TDC.
The 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 SBCG and proprietary survey
data assembled by Towers Watson and Hay Group.
Due to imperfect comparability of NEO positions between companies,
market position served as a reference point in the TDC determination process rather than a formula-driven outcome.
2015 Proxy Statement │ TARGET CORPORATION 45
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 SBCG and approved by the
Compensation Committee. The changes for fiscal 2014 are as follows:
|
|
|
|
|
|
|
2014 Peer Group Changes |
|
|
|
RETAIL |
GENERAL INDUSTRY |
|
|
Additions |
• Publix |
• Anthem |
|
|
|
• TJX |
• Express Scripts |
|
|
|
• Rite Aid |
|
|
|
|
• Staples |
|
|
|
|
• Dollar General |
|
|
|
|
• Gap |
|
|
|
Removals |
• J.C. Penney |
• Microsoft |
|
|
|
|
• Walt Disney |
|
|
|
|
|
|
With a significant portion of the executive officer’s annual
grant LTI mix (75% PSUs/25% PBRSUs) contingent on relative performance versus the retail peer group, a focus of this year’s
annual review was to broaden the view of the competitive landscape in assessing relative performance under the PSU and PBRSU plans,
as well as assessing the executive officer’s compensation levels. The retail peer group was formulated based on an initial
screen of companies in the Global Industry Classification Standard (GICS) retailing index with revenue from core retail operations
greater than $15 billion. From there, four automotive or food distribution companies with which we do not compete were excluded
(Sysco, AutoNation, Murphy USA, and Penske Automotive Group). This approach yielded six additions (Publix, TJX, Rite Aid, Staples,
Dollar General, and Gap) and one removal (J.C. Penney) for a peer group of nineteen companies.
To increase alignment from a revenue and market capitalization
perspective and maintain diverse industry representation across the peer group, we replaced Walt Disney and Microsoft with Anthem
and Express Scripts resulting in a general industry peer group of twenty-two companies.
The companies included in the 2014 market comparisons are listed
below.
|
|
|
|
|
|
2014
Peer Groups |
|
|
RETAIL |
GENERAL INDUSTRY |
|
|
Amazon.com |
Macy’s |
3M |
Johnson Controls |
|
|
Best Buy |
Publix |
Abbott Labs |
McDonald’s |
|
|
Costco |
Rite Aid |
Anthem |
MetLife |
|
|
CVS Caremark |
Safeway |
Archer Daniels Midland |
Mondelez |
|
|
Dollar General |
Sears |
Coca-Cola |
PepsiCo |
|
|
Gap |
Staples |
Deere |
Pfizer |
|
|
Home Depot |
TJX Companies |
Dow Chemical |
Procter & Gamble |
|
|
Kohl’s |
Walgreens Boots Alliance |
Express Scripts |
Time Warner |
|
|
Kroger |
Walmart |
FedEx |
UPS |
|
|
Lowe’s |
|
General Mills |
UnitedHealth Group |
|
|
|
|
Johnson & Johnson |
United Technologies |
|
|
|
|
|
|
|
2015 Proxy Statement │ TARGET CORPORATION 46
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 January 30, 2015:
|
|
|
|
|
|
|
|
|
|
2014 Peer Group Comparison |
|
|
|
RETAIL |
GENERAL INDUSTRY |
|
|
|
REVENUES |
MARKET CAP |
EMPLOYEES |
REVENUES |
MARKET CAP |
EMPLOYEES |
|
|
25th Percentile |
$ |
26,475 |
|
$ |
11,865 |
|
|
114,650 |
|
$ |
35,491 |
|
$ |
49,998 |
|
|
54,448 |
|
|
|
Median |
|
36,188 |
|
|
22,568 |
|
|
140,000 |
|
|
53,511 |
|
|
67,502 |
|
|
97,834 |
|
|
|
75th Percentile |
|
77,602 |
|
|
74,658 |
|
|
183,000 |
|
|
70,317 |
|
|
106,038 |
|
|
166,500 |
|
|
|
Target Corporation |
$ |
72,618 |
|
$ |
48,084 |
|
|
347,000 |
|
$ |
72,618 |
|
$ |
48,084 |
|
|
347,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
All amounts in millions, except employees. |
(2) |
Data Source: Equilar |
Compensation Policies and Risk
As part of our regular review of our compensation practices, we
conducted an analysis of whether our compensation policies and practices for our employees create material risks to the company.
The results of this analysis were reviewed by the Compensation Committee’s independent consultant and discussed with the
Compensation Committee, which agreed with management’s conclusion that our compensation programs do not create risks that
are reasonably likely to have a material adverse effect on the company. More specifically, this conclusion was based on the following
considerations:
|
|
|
|
COMPENSATION RISK CONSIDERATIONS |
|
|
Pay Mix |
Compensation mix of base salary, short-term and long-term incentives provides compensation opportunities measured by a variety of time horizons to balance our near-term and long-term strategic goals. |
|
|
|
|
|
|
Performance Metrics |
A variety of distinct performance metrics are used in both the short-term and long-term incentive plans. This “portfolio” approach to performance metrics encourages focus on sustained and holistic overall company performance. |
|
|
|
|
|
|
Performance Goals |
Goals are approved by our independent directors 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 Incentives |
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 Mitigation Policies |
We incorporate several risk mitigation policies into our officer
compensation program, including:
• The
Compensation Committee’s ability to use “negative discretion” to determine appropriate payouts under formula
based plans;
• A
clawback policy to recover incentive compensation that was based on inaccurate financial statements;
• Stock
ownership guidelines for executive officers and directors; and
• Anti-hedging
and anti-pledging policies.
|
|
|
|
|
|
2015 Proxy Statement │ TARGET CORPORATION 47
Clawback Policy
Our clawback policy, which covers all officers, allows for recovery
of the following compensation elements:
|
• |
All amounts paid under the Short-Term Incentive Plan (including any discretionary payments) that were paid with respect to any fiscal year that is restated; and |
|
|
|
|
• |
All awards under the Long-Term Incentive Plan whether exercised, vested, unvested, or deferred. |
All demands for repayment are subject to Compensation Committee
discretion. For an officer to be subject to recovery or cancellation under this policy, he or she must have engaged in intentional
misconduct that contributed to the need for a restatement of our consolidated financial statements.
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. In compliance with this policy, none
of our executive officers or members of the Board of Directors have any hedges or pledges of Target common stock.
Grant Timing Practices
We have the following practices regarding the timing of equity
compensation grants. These practices have not been formalized in a written policy, but they are strictly observed.
|
• |
Our annual LTI grant is made on the date of our regularly scheduled January Board of Directors meeting. These meetings are scheduled more than one year in advance. |
|
|
|
|
• |
We have no practice or policy of coordinating or timing the release of company information around our grant dates. |
|
|
|
|
• |
On occasion we grant equity compensation 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 Policy
Our short-term and long-term compensation
programs, including the compensation paid in fiscal 2014, are intended to qualify as deductible performance based compensation
under Section 162(m) of the Internal Revenue Code (IRC). These compensation programs are generally structured such that executive
officers are entitled to receive a maximum payout amount upon achievement of consolidated earnings before interest and taxes performance
metric determined by the Compensation Committee. The Compensation Committee then uses its negative discretion to determine the
actual payout amount. The performance objectives that are communicated to our executive officers, which are described in detail
above, guide the Compensation Committee’s exercise of its negative discretion to determine the actual payouts. We may provide
non-deductible compensation in situations the Compensation Committee or our Board of Directors believes appropriate. As described
under “Discontinuing Our Canadian Operations Results in 162(m) Threshold Not Being Met in Fiscal 2014,” this year we
did not meet our 162(m) threshold, which affected our named executive officers’ compensation.
2015 Proxy Statement │ TARGET CORPORATION 48
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 are reflective of the compensation earned during each fiscal year. The stock awards and option awards reflect
awards with a grant date during each fiscal year. Beginning in January 2014, we aligned our equity grant dates for executives
officers so that all annual equity grants occur in January each year, instead of our previous practice of granting RSUs or PBRSUs
in January and PSUs in March. The change enhances visibility to the annual grant amount because all equity related to a given
year is reported in the Summary Compensation Table for that year. However, for 2013, it artificially increases the “Stock
Awards” amount reported in this proxy statement by including awards from two separate annual grant cycles. As a result,
2013 pay as shown in the Summary Compensation Table includes LTI awards granted for 2013 as well as part of the 2012 LTI grant,
as described in more detail in Note 4 to the table.
|
NAME AND
PRINCIPAL
POSITION |
|
FISCAL
YEAR |
|
SALARY |
|
BONUS(2) |
|
STOCK
AWARDS(3)(4) |
|
OPTION
AWARDS(3) |
|
NON-EQUITY
INCENTIVE PLAN
COMPENSATION |
|
CHANGE
IN
PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS(5) |
|
ALL
OTHER
COMPENSATION(6) |
|
TOTAL |
|
|
Brian C. Cornell
Chairman &
Chief Executive Officer |
|
2014 |
|
|
$ |
595,000 |
|
|
$ |
48,390 |
|
|
$ |
27,354,887 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
165,747 |
|
|
$ |
28,164,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John J. Mulligan Executive Vice
President &
Chief Financial
Officer(1) |
|
2014 |
|
|
$ |
919,231 |
|
|
$ |
400,000’ |
|
|
$ |
4,555,603 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
89,446 |
|
|
$ |
328,348 |
|
|
$ |
6,292,627 |
|
|
|
2013 |
|
|
$ |
700,000 |
|
|
$ |
150,000 |
|
|
$ |
3,505,105 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
5,465 |
|
|
$ |
273,286 |
|
|
$ |
4,633,856 |
|
|
|
2012 |
|
|
$ |
602,404 |
|
|
$ |
371,917 |
|
|
$ |
1,395,687 |
|
|
$ |
1,340,064 |
|
|
$ |
415,250 |
|
|
$ |
35,381 |
|
|
$ |
313,505 |
|
|
$ |
4,474,207 |
|
|
Kathryn A. Tesija
Executive Vice
President & Chief Merchandising &
Supply Chain
Officer |
|
2014 |
|
|
$ |
950,000 |
|
|
$ |
380,000 |
|
|
$ |
4,317,535 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
143,604 |
|
|
$ |
532,366 |
|
|
$ |
6,323,505 |
|
|
|
2013 |
|
|
$ |
950,000 |
|
|
$ |
0 |
|
|
$ |
5,841,653 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
8,080 |
|
|
$ |
398,268 |
|
|
$ |
7,198,001 |
|
|
|
2012 |
|
|
$ |
900,000 |
|
|
$ |
371,700 |
|
|
$ |
2,306,493 |
|
|
$ |
2,233,443 |
|
|
$ |
648,000 |
|
|
$ |
54,159 |
|
|
$ |
653,424 |
|
|
$ |
7,167,219 |
|
|
Tina M. Tyler
Executive Vice President &
Chief Stores
Officer |
|
2014 |
|
|
$ |
725,000 |
|
|
$ |
290,000 |
|
|
$ |
3,301,716 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
71,911 |
|
|
$ |
135,964 |
|
|
$ |
4,524,591 |
|
|
|
2013 |
|
|
$ |
725,000 |
|
|
$ |
0 |
|
|
$ |
3,797,152 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
7,595 |
|
|
$ |
149,975 |
|
|
$ |
4,679,722 |
|
|
|
2012 |
|
|
$ |
700,000 |
|
|
$ |
270,900 |
|
|
$ |
1,516,896 |
|
|
$ |
1,451,738 |
|
|
$ |
504,000 |
|
|
$ |
30,031 |
|
|
$ |
166,606 |
|
|
$ |
4,640,170 |
|
|
Jeffrey J. Jones II
Executive
Vice
President &
Chief Marketing
Officer |
|
2014 |
|
|
$ |
700,000 |
|
|
$ |
290,000 |
|
|
$ |
3,301,716 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
67,343 |
|
|
$ |
4,359,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
$ |
700,000 |
|
|
$ |
0 |
|
|
$ |
3,505,105 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
87,169 |
|
|
$ |
4,292,275 |
|
|
|
2012 |
|
|
$ |
537,500 |
|
|
$ |
202,042 |
|
|
$ |
3,000,088 |
|
|
$ |
2,072,624 |
|
|
$ |
390,000 |
|
|
$ |
0 |
|
|
$ |
597,017 |
|
|
$ |
6,799,271 |
|
|
Gregg W. Steinhafel
Former Chairman,
President &
Chief Executive
Officer(1) |
|
2014 |
|
|
$ |
865,385 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
996,366 |
|
|
$ |
(4,901,334) |
|
|
$ |
(3,039,584) |
|
|
|
2013 |
|
|
$ |
1,500,000 |
|
|
$ |
0 |
|
|
$ |
10,224,120 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
720,219 |
|
|
$ |
508,875 |
|
|
$ |
12,953,214 |
|
|
|
2012 |
|
|
$ |
1,500,000 |
|
|
$ |
0 |
|
|
$ |
5,285,245 |
|
|
$ |
5,248,573 |
|
|
$ |
2,880,000 |
|
|
$ |
665,528 |
|
|
$ |
5,068,118 |
|
|
$ |
20,647,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
On May 5, 2014, Mr. Steinhafel stepped down as President
& CEO, and resigned as a Director. The Board appointed Mr. Mulligan to serve in the additional capacities of Interim President
& CEO, which he did until August 12, 2014. Mr. Steinhafel remained employed by Target in an advisory capacity to assist
with the transition until August 23, 2014. Mr. Steinhafel is a named executive officer because he was our President &
CEO for part of fiscal 2014. In connection with Mr. Steinhafel’s departure, which was an involuntary termination without
cause, Mr. Steinhafel is eligible for 24 months of income continuation severance benefits under our ICP. The ICP payments
are not included in the table because they do not commence until fiscal 2015. As a condition to receiving those payments,
Mr. Steinhafel signed an agreement that included a non-solicitation clause and a release of claims, and provided that severance
payments may be recovered and that any outstanding equity awards held by him may be terminated if he becomes employed by specified
competitors. Due to his ICP eligibility, during fiscal 2014 Mr. Steinhafel had to pay back all of his enhanced early retirement
benefits under the Target Corporate Supplemental Pension Plan III (SPP III), which is discussed in more detail in Note 6 to
this table. For more information about Mr. Steinhafel’s departure, including his Post-Termination Benefits, please see
“Former CEO Departure” on page 63, located in the “Potential Payments Upon Termination of Change-in-Control”
section of this proxy statement. |
2015 Proxy Statement │ TARGET CORPORATION 49
(2) |
Amount for Mr. Cornell includes his “Make-Whole Bonus”
he received in connection with his hiring compensation package, representing the amount of annual bonus payment that he gave
up when he left his former employer. See page 39 of the CD&A for a discussion of his hiring compensation package. Amount
for Mr. Mulligan includes a payment in the amount of $150,000 in each of fiscal 2013 and 2012 under a special retention award
he was granted in October 2011 when he was Senior Vice President, Treasury, Accounting and Operations. The special retention
award was for a total amount of $300,000, with $150,000 paid in October 2012 and the remaining $150,000 paid in October 2013. |
(3) |
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 24, Share Based Compensation, to our consolidated
financial statements for fiscal 2014 and fiscal 2013 for a description of our accounting and the assumptions used. |
(4) |
Represents the aggregate grant date fair value of PSUs and PBRSUs that
were computed based on the probable outcome of the performance conditions as of the grant date. Actual payments will be based
on degree of attainment of the performance conditions and our stock price on the settlement date. |
The range of payments for the PSUs granted in fiscal 2014 is
as follows:
|
| |
MINIMUM | |
AMOUNT | |
MAXIMUM |
|
|
NAME | |
AMOUNT | |
REPORTED | |
AMOUNT |
|
|
Mr.
Cornell | |
| | | |
| | | |
| | |
|
|
• PSU
Granted 8/21/14 | |
$ | 0 | | |
$ | 2,577,875 | | |
$ | 4,511,281 | |
|
|
• PSU
Granted 1/14/15 | |
$ | 0 | | |
$ | 6,750,009 | | |
$ | 11,812,516 | |
|
|
Mr.
Mulligan | |
| | | |
| | | |
| | |
|
|
• PSU
Granted 1/14/15 | |
$ | 0 | | |
$ | 2,625,008 | | |
$ | 4,593,763 | |
|
|
Ms.
Tesija | |
| | | |
| | | |
| | |
|
|
• PSU
Granted 1/14/15 | |
$ | 0 | | |
$ | 3,187,515 | | |
$ | 5,578,151 | |
|
|
Ms.
Tyler | |
| | | |
| | | |
| | |
|
|
• PSU
Granted 1/14/15 | |
$ | 0 | | |
$ | 2,437,555 | | |
$ | 4,265,721 | |
|
|
Mr.
Jones | |
| | | |
| | | |
| | |
|
|
• PSU
Granted 1/14/15 | |
$ | 0 | | |
$ | 2,437,555 | | |
$ | 4,265,721 | |
|
|
| |
| | | |
| | | |
| | |
|
|
The PSU granted on August 21, 2014 was part of a Pro-Rata Equity
Grant intended to align Mr. Cornell with the PSUs granted in January 2014 to the other named executive officers, which use
fiscal 2014 as the first year of their three-year performance period. See page 39 of the CD&A for a discussion of his
hiring compensation package. The PSU under the Pro-Rata Equity Grant to Mr. Cornell was forfeited as a result of the Compensation
Committee’s determination in March 2015 that we did not meet our 162(m) threshold for fiscal 2014. |
|
Beginning January 2014, we changed our grant timing practice to grant both
PBRSUs and PSUs in January. Our prior policy of granting RSUs in January and PSUs in March straddled two fiscal years, causing
PSU grants to be reported in the proxy statement one year after RSU grants were reported. The new grant timing enhances visibility
of the annual grant amount by reporting PBRSUs and PSUs in the same proxy statement. However, the transition artificially
increases the Stock Awards amount reported in fiscal 2013 by including awards from two separate annual grant cycles. For example,
the Stock Awards total for fiscal 2013 reflects the 2013 award of PSUs and PBRSUs for our former CEO of $7,474,365, and also
includes an additional $2,749,755 from his 2012 PSU award that was granted in March 2013. Our former CEO did not receive a
PSU grant in fiscal 2014. |
(5) |
For fiscal 2014, the following amounts are related to the change in the
qualified pension plan value, which applies to all eligible NEOs, and above-market earnings on nonqualified deferred compensation,
which only applies to Mr. Steinhafel: |
|
| |
| |
NONQUALIFIED
DEFERRED |
|
|
| |
CHANGE IN
PENSION | |
COMPENSATION |
|
|
NAME | |
VALUE | |
ABOVE-MARKET
EARNINGS |
|
|
Mr. Mulligan | |
$ | 89,446 | | |
$ | 0 | |
|
|
Ms. Tesija | |
$ | 143,604 | | |
$ | 0 | |
|
|
Ms. Tyler | |
$ | 71,911 | | |
$ | 0 | |
|
|
Mr.
Steinhafel | |
$ | 243,478 | | |
$ | 752,888 | |
|
|
| |
| | | |
| | |
|
Mr. Cornell and Mr. Jones are not eligible for the Target Corporation
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 2014, 2013 and 2012 were 3.87%, 4.77% and 4.40%, 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.
The above-market earnings on nonqualified deferred compensation
consist of an additional 7.69% annual return on our former deferred compensation plan, the Target Corporation Officer Deferred
Compensation Plan (ODCP), which was frozen for new participants and further compensation deferrals after 1996. Mr. Steinhafel
was the only NEO eligible for the ODCP. See the narrative following the Nonqualified Deferred Compensation for Fiscal 2014 table
for additional information.
2015 Proxy
Statement │ TARGET CORPORATION 50
(6) | The amounts reported for fiscal 2014 include matching credits of up to a maximum of
5% of cash compensation allocated among the Target 401(k) Plan and our current executive deferred compensation plan (EDCP), the
dollar value of life insurance premiums paid by Target, credits to the EDCP representing annual changes in supplemental pension
plan values and perquisites. |
|
NAME | |
MATCH CREDITS |
| |
LIFE INSURANCE |
| |
SPP CREDITS |
| |
PERQUISITES |
| |
TOTAL |
|
|
|
Mr. Cornell | |
$ | 0 | | |
$ | 6,549 | | |
$ | 0 | | |
$ | 159,198 | | |
$ | 165,747 | |
|
|
Mr. Mulligan | |
$ | 45,875 | | |
$ | 5,621 | | |
$ | 232,144 | | |
$ | 44,707 | | |
$ | 328,348 | |
|
|
Ms. Tesija | |
$ | 43,389 | | |
$ | 8,009 | | |
$ | 454,383 | | |
$ | 26,584 | | |
$ | 532,366 | |
|
|
Ms. Tyler | |
$ | 34,493 | | |
$ | 4,590 | | |
$ | 53,956 | | |
$ | 42,925 | | |
$ | 135,964 | |
|
|
Mr. Jones | |
$ | 35,000 | | |
$ | 4,341 | | |
$ | 0 | | |
$ | 28,002 | | |
$ | 67,343 | |
|
|
Mr. Steinhafel | |
$ | 27,404 | | |
$ | 8,931 | | |
$ | (5,083,232 | ) | |
$ | 145,563 | | |
$ | (4,901,334 | ) |
|
|
| |
| | | |
| | | |
| | | |
| | | |
| | |
|
Supplemental Pension Plan. The
SPP Credits for our NEOs represent additional accruals of supplemental pension plan benefits under the Target Corporation Supplemental
Pension Plan I (SPP I) and the Target Corporation Supplemental Pension Plan II (SPP II) that are credited to their deferred compensation
accounts. These benefits are based on our normal pension formula, so they are affected by final average pay, service, age and
changes in interest rates. Mr. Steinhafel’s SPP Credits consist of:
|
• |
($5,277,556) in enhanced early retirement benefits he paid
back under our SPP III because he was eligible for severance benefits under our ICP in connection with his departure on August
23, 2015; and |
|
|
|
|
• |
$194,324 for his final credit of accrued supplemental pension plan benefits
under SPP I and SPP II. |
Mr. Steinhafel was the only NEO who had enhanced early retirement
benefits under the SPP III as no new participants have been allowed since 1989. See “Former CEO Departure” on page
63 of this proxy statement. See the narrative following the Pension Benefits for Fiscal 2014 table for more information about
our pension plans.
Perquisites. The perquisites
for our NEOs other than Mr. Cornell consist of a company-provided car or car allowance, reimbursement of financial management
expenses, reimbursement of home security expenses, on-site parking, on-site exercise room, spousal travel on business trips, gifts
and executive physicals. Mr. Cornell is only eligible for perquisites that support his safety, health and well-being—reimbursement
of home security expenses, on-site parking, executive physical, on-site exercise room, and personal use of company-owned aircraft
for security reasons. Mr. Cornell is required to reimburse Target for the incremental costs of using company-owned aircraft for
personal purposes if his personal use exceeds $175,000 per year.
The only individual perquisites which exceeded $25,000 were Mr.
Cornell’s and Mr. Steinhafel’s personal use of company-owned aircraft for security reasons, which amounted to $112,486
and $73,162, respectively, and home security for Mr. Steinhafel, which amounted to $35,467. No tax gross-ups are provided on 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 receive certain other personal benefits for which we have no incremental cost, as follows:
|
• |
Occasional use of support staff time for personal matters,
principally to allow them to devote more time to our business; |
|
|
|
|
• |
Occasional personal use of empty seats on business flights of company-owned
aircraft; and |
|
|
|
|
• |
Occasional personal use of event tickets when such tickets are not being
used for business purposes. |
Until he left the company, Mr. Steinhafel had a membership in
a Minneapolis business club as the result of a grandfathered perquisite that is no longer available. The club was used almost
exclusively for business functions; however, he was permitted to occasionally use the club for personal purposes provided that
he paid for any meal or other incremental costs.
2015 Proxy Statement │ TARGET CORPORATION 51
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2014
|
|
|
| |
|
| |
| |
|
|
|
NAME | |
GRANT
DATE |
|
ESTIMATED
POSSIBLE PAYOUTS
UNDER
NON-EQUITY INCENTIVE
PLAN
AWARDS(1) | |
ESTIMATED
FUTURE PAYOUTS
UNDER
EQUITY INCENTIVE
PLAN AWARDS(2) | |
GRANT
DATE
FAIR VALUE
OF
STOCK
AWARDS(3) |
|
|
| |
| |
|
THRESHOLD | |
TARGET | |
MAXIMUM | |
THRESHOLD
(#) | |
TARGET
(#) | |
MAXIMUM
(#) |
|
|
|
|
Brian C. Cornell | |
8/21/14 | (4) |
|
$ | 487,500 | | |
$ | 1,950,000 | | |
$ | 5,200,000 | | |
| | |
|
|
|
|
|
|
|
|
|
| |
8/21/14 | (5) |
|
| | | |
| | | |
| | | |
| 0 | | |
69,149 | |
69,149 | |
$ |
4,193,887 |
|
|
| |
8/21/14 | (5) |
|
| | | |
| | | |
| | | |
| 121,012 | | |
161,347 | |
201,685 | |
$ |
10,437,000 |
|
|
| |
8/21/14 | (4)(5) |
|
| | | |
| | | |
| | | |
| 0 | | |
46,373 | |
81,153 | |
$ |
2,577,875 |
|
|
| |
8/21/14 | (4)(5) |
|
| | | |
| | | |
| | | |
| 11,594 | | |
15,458 | |
19,323 | |
$ |
1,003,224 |
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 22,749 | | |
30,332 | |
37,915 | |
$ |
2,392,891 |
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 0 | | |
90,995 | |
159,242 | |
$ |
6,750,009 |
|
|
John J. Mulligan | |
3/12/14 | (4) |
|
$ | 70,000 | | |
$ | 373,800 | | |
$ | 2,730,000 | | |
| | |
|
|
|
|
|
|
|
|
|
| |
5/22/14 | (4)(6) |
|
$ | 9,000 | | |
$ | 48,700 | | |
$ | 240,194 | | |
| | |
|
|
|
|
|
|
|
|
|
| |
5/22/14 | (6) |
|
| | | |
| | | |
| | | |
| 0 | | |
17,835 | |
17,835 | |
$ |
1,000,008 |
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 8,847 | | |
11,796 | |
14,745 | |
$ |
930,586 |
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 0 | | |
35,387 | |
61,928 | |
$ |
2,625,008 |
|
|
Kathryn A. Tesija | |
3/12/14 | (4) |
|
$ | 95,000 | | |
$ | 507,300 | | |
$ | 3,705,000 | | |
| | |
|
|
|
|
|
|
|
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 10,743 | | |
14,324 | |
17,905 | |
$ |
1,130,020 |
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 0 | | |
42,970 | |
75,198 | |
$ |
3,187,515 |
|
|
Tina M. Tyler | |
3/12/14 | (4) |
|
$ | 72,500 | | |
$ | 387,150 | | |
$ | 2,827,500 | | |
| | |
|
|
|
|
|
|
|
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 8,216 | | |
10,954 | |
13,693 | |
$ |
864,161 |
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 0 | | |
32,860 | |
57,505 | |
$ |
2,437,555 |
|
|
Jeffrey J. Jones II | |
3/12/14 | (4) |
|
$ | 70,000 | | |
$ | 373,800 | | |
$ | 2,730,000 | | |
| | |
|
|
|
|
|
|
|
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 8,216 | | |
10,954 | |
13,693 | |
$ |
864,161 |
|
|
| |
1/14/15 | |
|
| | | |
| | | |
| | | |
| 0 | | |
32,860 | |
57,505 | |
$ |
2,437,555 |
|
|
Gregg W. Steinhafel | |
3/12/14 | (4) |
|
$ | 562,500 | | |
$ | 2,250,000 | | |
$ | 6,000,000 | | |
| |
|
|
|
|
|
|
| |
|
|
| |
| |
|
| | | |
| | | |
| | | |
| |
|
|
|
|
|
|
| |
|
(1) |
Awards represent potential payments under the current Target
Corporation Officer Short-Term Incentive Plan (STIP). Payments are based on specified target levels of Incentive EBIT and
Incentive EVA, as described in the Compensation Discussion and Analysis. |
|
|
|
No amounts were earned under this plan for fiscal 2014. 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 less, for executive officers other than our CEO, the minimum personal performance bonus payable as a condition
to receiving a financial performance payout under the STIP. |
|
|
(2) |
Except for the footnoted grants to Mr. Cornell and Mr. Mulligan on August
21, 2014 and May 22, 2014, respectively, awards represent potential payments under PSUs and PBRSUs granted under our 2011
Long-Term Incentive Plan in fiscal 2014. For PSUs and PBRSUs, payments are based on our performance relative to a retail peer
group over a three-year measurement period. The PSUs granted on January 14, 2015 have three relative performance measures:
domestic market share change, earnings per share growth, and return on invested capital. The PBRSUs granted on January 14,
2015 are based on our total shareholder return relative to our retail peer group. See the Compensation Discussion and Analysis
for a more detailed description of these performance measures. The other terms of the PSUs and PBRSUs are described in Note
4 to the Outstanding Equity Awards at 2014 Fiscal Year-End table. |
|
|
(3) |
Grant date fair value for PSUs, PBRSUs and RSUs was determined pursuant
to FASB ASC Topic 718. |
|
|
(4) |
Awards were forfeited in March 2015 as a result of the Compensation Committee
determination that we did not achieve the 162(m) threshold, which is based on a minimum level of consolidated earnings before
interest and taxes for fiscal 2014. The one-time charges associated with the decision of the Board of Directors, on management’s
recommendation, to discontinue our Canadian operations were the primary reason that the 162(m) threshold was not met. |
|
|
(5) |
Awards represent the potential payments under the equity grants made to
Mr. Cornell when he became Chairman and Chief Executive Officer. To compensate Mr. Cornell for incentive awards from his former
employer that he forfeited to join Target, Mr. Cornell received a “Make-Whole Equity Grant” consisting of RSUs
that vested in March 2015 and PBRSUs that will vest in one third increments in March 2016, 2017 and 2018, respectively, subject
to his continued employment through the applicable vesting dates. To align Mr. Cornell with the other executive officers,
he also received a “Pro-Rata Equity Grant” consisting of PSUs and PBRSUs on terms consistent with the awards granted
to Target’s other executive officers in January 2014. See page 39 of the CD&A for a discussion of Mr. Cornell’s
hiring compensation package. |
|
|
(6) |
Mr. Mulligan served in the additional capacities of Interim President &
CEO from May 2014 until Mr. Cornell’s arrival in August 2014. In connection with the appointment of Mr. Mulligan to
those additional capacities, the Board increased his fiscal 2014 short-term incentive opportunity amounts from 80% to 90%
of his base salary, pro-rated for the time period during which he served in the additional capacities of Interim President
& CEO. The amount shown represents the incremental amount of that increased short-term incentive opportunity above what
he was previously granted on March 12, 2014. In addition, the Board approved a one-time grant, effective May 22, 2014, of
RSUs outside of our annual grant to Mr. Mulligan. The RSUs have a grant date fair value of $1 million and have the same general
terms as the other RSUs described in Note 3 to the Outstanding Equity Awards at 2014 Fiscal Year-End table, except that the
shares subject to the award will vest in one-third increments on each anniversary of the grant date and will vest in full
in the event that Mr. Mulligan’s employment is involuntarily terminated without cause. |
2015 Proxy
Statement │ TARGET CORPORATION 52
OUTSTANDING
EQUITY AWARDS AT 2014 FISCAL YEAR-END |
|
|
| |
OPTION
AWARDS | |
STOCK
AWARDS(1) | |
|
| |
| |
| |
| |
| |
| |
| |
| |
EQUITY | |
|
| |
| |
| |
| |
| |
| |
| |
| |
INCENTIVE | |
|
| |
| |
| |
| |
| |
| |
| |
| |
PLAN | |
|
| |
| |
| |
| |
| |
| |
| |
| |
AWARDS: | |
|
| |
| |
| |
| |
| |
| |
| |
EQUITY | |
MARKET OR | |
|
| |
| |
| |
| |
| |
| |
| |
INCENTIVE | |
PAYOUT | |
|
| |
| |
| |
| |
| |
| |
| |
PLAN AWARDS: | |
VALUE OF | |
|
| |
| |
| |
| |
| |
| |
MARKET | |
NUMBER OF | |
UNEARNED | |
|
| |
NUMBER OF | |
NUMBER OF | |
| |
| |
NUMBER OF | |
VALUE OF | |
UNEARNED | |
SHARES, | |
|
| |
SECURITIES | |
SECURITIES | |
| |
| |
SHARES OR | |
SHARES OR | |
SHARES, UNITS | |
UNITS OR | |
|
| |
UNDERLYING | |
UNDERLYING | |
| |
| |
UNITS OF | |
UNITS OF | |
OR OTHER | |
OTHER | |
|
| |
UNEXERCISED | |
UNEXERCISED | |
OPTION | |
OPTION | |
STOCK THAT | |
STOCK THAT | |
RIGHTS THAT | |
RIGHTS THAT | |
|
|
|
OPTIONS(#) | |
OPTIONS(#) | |
EXERCISE | |
EXPIRATION | |
HAVE NOT | |
HAVE NOT | |
HAVE NOT | |
HAVE NOT | |
|
NAME | |
EXERCISABLE(2)
| |
UNEXERCISABLE(2) | |
PRICE | |
DATE | |
VESTED(#)(3) | |
VESTED | |
VESTED(#)(4) | |
VESTED(4) | |
|
Brian C. | |
| | | |
| | | |
| | | |
| |
| 69,639 | | |
$ | 5,126,127 | | |
| 283,817 | | |
$ | 20,891,769 | |
|
Cornell | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
|
John J. | |
| 4,632 | | |
| 0 | | |
$ | 53.98 | | |
01/11/2016 | |
| 31,205 | | |
$ | 2,297,000 | | |
| 47,183 | | |
$ | 3,473,141 | |
|
Mulligan | |
| 2,044 | | |
| 0 | | |
$ | 48.94 | | |
09/01/2016 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 6,021 | | |
| 0 | | |
$ | 58.13 | | |
01/10/2017 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 10,228 | | |
| 0 | | |
$ | 48.89 | | |
01/09/2018 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 3,645 | | |
| 0 | | |
$ | 54.87 | | |
09/02/2018 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 8,876 | | |
| 0 | | |
$ | 33.80 | | |
01/14/2019 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 1,784 | | |
| 0 | | |
$ | 42.05 | | |
08/10/2019 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 10,406 | | |
| 0 | | |
$ | 49.41 | | |
01/13/2020 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 9,466 | | |
| 0 | | |
$ | 53.36 | | |
08/09/2020 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 11,557 | | |
| 0 | | |
$ | 55.46 | | |
01/12/2021 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 22,374 | | |
| 7,459 | | |
$ | 48.88 | | |
01/11/2022 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 57,737 | | |
| 19,246 | | |
$ | 50.51 | | |
01/24/2022 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 69,509 | | |
| 69,509 | | |
$ | 60.48 | | |
01/09/2023 | |
| | | |
| | | |
| | | |
| | |
|
Kathryn A. | |
| 14,821 | | |
| 0 | | |
$ | 53.98 | | |
01/11/2016 | |
| 21,818 | | |
$ | 1,606,023 | | |
| 57,294 | | |
$ | 4,217,411 | |
|
Tesija | |
| 17,203 | | |
| 0 | | |
$ | 58.13 | | |
01/10/2017 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 57,406 | | |
| 0 | | |
$ | 52.26 | | |
04/11/2018 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 24,714 | | |
| 0 | | |
$ | 49.41 | | |
01/13/2020 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 102,723 | | |
| 0 | | |
$ | 55.46 | | |
01/12/2021 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 89,499 | | |
| 44,750 | | |
$ | 48.88 | | |
01/11/2022 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 115,848 | | |
| 115,849 | | |
$ | 60.48 | | |
01/09/2023 | |
| | | |
| | | |
| | | |
| | |
|
Tina M. | |
| 5,416 | | |
| 0 | | |
$ | 64.63 | | |
09/04/2017 | |
| 14,183 | | |
$ | 1,044,011 | | |
| 43,814 | | |
$ | 3,225,149 | |
|
Tyler | |
| 51,362 | | |
| 0 | | |
$ | 55.46 | | |
01/12/2021 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 47,666 | | |
| 29,833 | | |
$ | 48.88 | | |
01/11/2022 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 75,301 | | |
| 75,302 | | |
$ | 60.48 | | |
01/09/2023 | |
| | | |
| | | |
| | | |
| | |
|
Jeffrey J. | |
| 33,400 | | |
| 33,401 | | |
$ | 58.21 | | |
04/02/2022 | |
| 54,090 | | |
$ | 3,981,565 | | |
| 43,814 | | |
$ | 3,225,149 | |
|
Jones II | |
| 69,509 | | |
| 69,509 | | |
$ | 60.48 | | |
01/09/2023 | |
| | | |
| | | |
| | | |
| | |
|
Gregg W. | |
| 147,139 | | |
| 0 | | |
$ | 49.41 | | |
05/14/2019 | |
| 0 | | |
$ | 0 | | |
| 0 | | |
$ | 0 | |
|
Steinhafel | |
| 256,806 | | |
| 0 | | |
$ | 55.46 | | |
05/14/2019 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 198,329 | | |
| 99,444 | | |
$ | 48.88 | | |
05/14/2019 | |
| | | |
| | | |
| | | |
| | |
|
| |
| 272,243 | | |
| 272,243 | | |
$ | 60.48 | | |
05/14/2019 | |
| | | |
| | | |
| | | |
| | |
|
| |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
2015 Proxy Statement │ TARGET CORPORATION 53
(1) |
This table excludes awards that were forfeited in March 2015 as
a result of the Compensation Committee determination that we did not achieve the 162(m) threshold, which is based on a minimum
level of consolidated earnings before interest and taxes for fiscal 2014 and is discussed on pages 30-31 of the CD&A. |
|
|
(2) |
Stock options 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: |
|
AGE | |
MINIMUM YEARS OF SERVICE | |
VESTING AND EXERCISE EXTENSION PERIOD |
|
|
60+ | |
10 | |
| 10 Years | |
|
|
55-59 | |
15 | |
| 5 Years | |
|
|
52-54 | |
15 | |
| 4 Years | |
|
|
48-51 | |
15 | |
| 3 Years | |
|
|
45-47 | |
15 | |
| 2 Years | |
|
|
| |
| |
| | |
|
For stock options granted on or after January 12, 2005 but
prior to September 14, 2011, the potential extension of the post-termination exercise periods is based on the following age
and years of service schedule:
|
AGE | |
MINIMUM YEARS OF SERVICE | |
VESTING AND EXERCISE EXTENSION PERIOD |
|
|
65+ | |
5 | |
| 5 Years | |
|
|
55-64 | |
15 | |
| 5 Years | |
|
|
52-54 | |
15 | |
| 4 Years | |
|
|
48-51 | |
15 | |
| 3 Years | |
|
|
45-47 | |
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.
(3) |
Includes RSUs granted to all executive officers in fiscal 2012, and RSUs granted to Mr. Mulligan and Mr. Cornell on May 22, 2014
and August 21, 2014, respectively. Except for the RSUs granted to Mr. Mulligan and Mr. Cornell in fiscal 2014, all of these awards
are subject to cliff-vesting three years after the date of grant. After vesting, RSUs are 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. Recipients of these awards must generally be continuously employed
for three years from the date of grant in order to receive the shares. Continuous employment is not required if the executive
officer meets the following age and years of service requirements: |
|
| |
| |
|
AGE | |
MINIMUM YEARS OF SERVICE | |
| 60+ | |
10 | |
| 55-59 | |
15 | |
| | |
| |
In addition to the age and years of service
requirements 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. RSUs are intended to comply with IRC Section 409A. As a
result, share issuances to executive officers based on a termination of employment will be delayed six months.
Vesting is accelerated in the event of death
or disability, and 50% of the shares subject to an award will vest if the recipient is involuntarily terminated without cause
prior to the scheduled vesting date other than for cause 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.
2015 Proxy Statement │ TARGET CORPORATION 54
|
The RSUs granted to Mr. Mulligan on May 22, 2014 described in Note 6 to the Grants
of Plan-Based Awards in Fiscal 2014 table, have the same general terms as the other RSUs described in this Note, except that
the shares subject to the award will vest in one-third increments on each anniversary of the grant date and will vest in full
in the event that Mr. Mulligan’s employment is involuntarily terminated without cause. |
|
|
|
The RSUs granted to Mr. Cornell as part of the Make-Whole Equity Grant described in Note 5 to the
Grants of Plan-Based Awards in Fiscal 2014 table vested in March 2015. If Mr. Cornell had been involuntarily terminated
without cause before those RSUs vested in March 2015, he would have received 100% of the unvested RSUs. |
|
|
(4) |
The shares reported in this column represent potentially issuable shares under outstanding PSU
and PBRSU awards granted in fiscal 2014, and the PBRSU granted to Mr. Cornell as part of the Make-Whole Equity Grant described
in Note 5 of the Grants of Plan-Based Awards in Fiscal 2014 table. |
|
|
|
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
2014 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 Compensation Discussion
and Analysis. |
|
|
|
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 be within a certain time after
the date the Compensation Committee certifies the financial results following completion of the performance period (60 days
for PSUs and 90 days for PBRSUs). 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”): |
|
|
|
• |
Death or disability; |
|
|
|
|
• |
Executive officer is age 60 or greater and has at least 10 years of service; |
|
|
|
|
• |
Executive officer is 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 2 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. |
|
|
|
Mr. Cornell’s PBRSUs from the Make-Whole Equity Grant described in Note 5 to the Grants of
Plan-Based Awards in Fiscal 2014 table have the same general terms as the other PBRSUs described in this Note, except that
they will vest in one third increments in March 2016, 2017 and 2018, respectively, subject to his continued employment through
the applicable vesting dates. If Mr. Cornell’s employment is involuntarily terminated without cause before an applicable
vesting date, Mr. Cornell will receive 50% of the unvested PBRSUs under his Make-Whole Equity Grant. |
OPTION EXERCISES
AND STOCK VESTED IN FISCAL 2014 |
|
| |
OPTION
AWARDS | |
STOCK
AWARDS |
|
|
| |
NUMBER OF | |
| |
NUMBER OF |
| |
|
|
| |
SHARES | |
| |
SHARES |
| |
|
|
| |
ACQUIRED | |
VALUE | |
ACQUIRED |
| VALUE |
|
|
| |
ON EXERCISE | |
REALIZED | |
ON VESTING |
| REALIZED |
|
|
NAME | |
(#) | |
ON
EXERCISE(1) | |
(#) |
| ON
VESTING(2) |
|
|
Brian C. Cornell | |
|
0 | | |
$ |
0 | | |
|
0 | |
| |
$ |
0 | |
|
|
John J. Mulligan | |
| 0 | | |
$ | 0 | | |
| 20,874 | |
| |
$ | 1,480,247 | |
|
|
Kathryn A. Tesija | |
| 0 | | |
$ | 0 | | |
| 24,998 | |
| |
$ | 1,909,482 | |
|
|
Tina M. Tyler | |
| 59,668 | | |
$ | 1,138,154 | | |
| 16,553 | |
| |
$ | 1,266,139 | |
|
|
Jeffrey J. Jones II | |
| 0 | | |
$ | 0 | | |
| 0 | |
| |
$ | 0 | |
|
|
Gregg W. Steinhafel | |
| 836,075 | | |
$ | 16,215,717 | | |
| 52,841 | |
| |
$ | 3,892,268 | |
|
|
| |
| | | |
| | | |
| | |
| |
| | |
|
(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). |
2015 Proxy Statement │ TARGET CORPORATION 55
PENSION
BENEFITS FOR FISCAL 2014
|
| |
| |
| |
NUMBER OF | |
PRESENT |
|
|
| |
| |
| |
YEARS | |
VALUE OF |
|
|
| |
| |
AGE | |
CREDITED | |
ACCUMULATED |
|
|
NAME(1) | |
PLAN
NAME | |
AT
FYE | |
SERVICE(#) | |
BENEFIT |
|
|
John J. Mulligan | |
Target Corporation Pension Plan | |
| 49 | | |
| 18 | | |
$ | 297,534 | |
|
|
Kathryn A. Tesija | |
Target Corporation Pension Plan | |
| 51 | | |
| 29 | | |
$ | 487,336 | |
|
|
Tina M. Tyler | |
Target Corporation Pension Plan | |
| 49 | | |
| 28 | | |
$ | 320,970 | |
|
|
Gregg W. Steinhafel | |
Target Corporation Pension Plan | |
| 60 | | |
| 35 | | |
$ | 1,442,012 | |
|
|
| |
| |
| | | |
| | | |
| | |
|
(1) |
Mr. Cornell and Mr. Jones are not eligible for the Target Corporation Pension Plan or any supplemental
pension plans because they were hired after January 2009. |
The Pension Benefits for Fiscal 2014
table reports benefits under our principal pension plan, the Target Corporation Pension Plan (Pension Plan), which is a tax
qualified retirement plan that provides retirement benefits to our employees who are at least 21 years of age, have
completed at least three years of service and were hired prior to January 2009. The Pension Plan is comprised of two
different benefit formulas: Final Average Pay and Personal Pension Account. 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 formula 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 benefit formulas (Combined Formula). Based on their elections, the NEOs have the following benefit
formulas under this plan:
|
|
|
|
|
John J. Mulligan |
Final Average Pay |
|
|
Kathryn A. Tesija |
Final Average Pay |
|
|
Tina M. Tyler |
Combined Formula |
|
|
Gregg W. Steinhafel |
Final Average Pay |
|
|
|
|
|
Final Average Pay Benefit
The final average pay benefit under the
Pension Plan, 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 participant’s
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). Final average
monthly pay is equal to one twelfth of the highest average annual salary, Bonus and Non Equity Incentive Plan compensation earned
during any five years of the last ten year period the participant earned service in the Pension Plan, subject to IRC limits. The
present value of the accumulated benefit is based on the same assumptions and valuation dates used for the valuation of pension
plan liabilities in our financial statements. Participants can elect other annuity forms that have an actuarially equivalent value.
Early retirement payments may commence
at age 55. A participant who terminates employment before age 55 has his or her vested benefit calculated based on the final average
monthly pay as of their termination date, but service is projected to age 65. The vested benefit is then multiplied by the ratio
of the participant’s actual completed service to their projected service through age 65. The result will always be equal
to or less than the vested benefit as of the termination date. Benefits are also reduced for early commencement by 6.67% per year
between age 65 and age 60 and 3.33% per year between age 60 and age 55 (based upon the participant’s age when benefits commence).
Personal Pension Account Benefit
A participant’s personal pension
account benefit is determined by the value of the participant’s personal pension 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, ranging from 1.5% to 6.5%, depending upon
the participant’s combined age and service. Eligible pay includes the participant’s base salary, Bonus, and Non-Equity
Incentive Plan compensation received during the calendar quarter, subject to the annual IRC limit. 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 an interest rate equal to the greater of (i) the average 10-year Treasury note rate for the month that is the
2nd month prior to the beginning of the quarter, or (ii) 4.64%.
2015 Proxy Statement │ TARGET CORPORATION 56
A participant’s personal pension
account balance is payable to the participant at any time after termination of employment in a lump sum or an actuarially equivalent
monthly annuity as provided under the Pension Plan and elected by the participant.
The beneficiary of a personal pension account
participant who dies before commencing benefits will receive a death benefit equal to the participant’s account balance,
payable either in a lump sum or an actuarially equivalent monthly annuity.
Supplemental Pension Plan
We
also provide benefits under supplemental pension plans because of limits imposed on tax qualified plans by the IRC. Benefits
under those plans are reflected in the Nonqualified Deferred Compensation 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 for qualified retirement plans, and is based on the same benefit formula 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. The Target Corporation Supplemental
Pension Plan III (SPP III) provided for a subsidized early retirement benefit once a participant attains age 55 by increasing
the participant’s age by 5 years, but not greater than age 65, for purposes of determining the reduction factors for
early commencement of their pension benefits from the Pension Plan, SPP I and SPP II. No new participants were allowed in SPP
III since 1989, and Mr. Steinhafel was the only NEO who participated in or accrued any benefits under the SPP III prior
to it being frozen to any further benefits accruals in January 2014. During fiscal 2014 Mr. Steinhafel had to pay
back all of his enhanced early retirement benefits under SPP III, which is discussed in more detail in “Former
CEO Departure” on page 63 of this proxy statement.
Each year, the annual change in the actuarial
lump-sum amount of a participant vested benefits under SPP I, II, and III is calculated and added to, or deducted from, the participant’s
EDCP account. This same calculation and an EDCP account adjustment also occurs upon termination of employment. To determine the
amount of the annual change in actuarial equivalent lump-sum amount, the current actuarial equivalent lump sum value of the SPP
benefits is reduced by the amount of the prior transfers adjusted by an assumed annual earnings rate based on a conservative investment
of the prior transfers. For the final average pay benefit, actuarial equivalents are determined using the discount methodology
we use in calculating lump-sum payments under the Pension Plan. Currently, we use the applicable interest rate and mortality factors
under IRC Section 417(e) published in the month of transfer for active officers, and in the month prior to the month of termination
for terminated officers. For the personal pension account benefit, the actuarial lump-sum amount is the balance of the non-qualified
personal pension account maintained under SPP I and SPP II. Because of this transfer feature, the benefits accrued under SPP I
and II are reflected as EDCP deferrals in the Nonqualified Deferred Compensation table. If the current actuarial equivalent lump
sum value of the SPP benefit is less than the prior transfers to EDCP, adjusted for assumed annual earnings, there will be a negative
adjustment (forfeiture) reflected in the participant’s EDCP account equal to such difference.
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL
2014
The amounts in the following table represent
deferrals under the EDCP (which includes the supplemental pension benefits discussed in the preceding section), deferrals under
the ODCP, and deferrals of PSUs that are held as stock units. The ODCP was frozen to new participants and further compensation
deferrals in 1996.
|
| |
| |
| |
| |
| |
|
|
|
| |
| |
| |
| |
AGGREGATE | |
|
|
|
| |
EXECUTIVE | |
REGISTRANT | |
AGGREGATE | |
WITHDRAWALS/ | |
AGGREGATE |
|
|
| |
CONTRIBUTIONS | |
CONTRIBUTIONS | |
EARNINGS IN | |
DISTRIBUTIONS IN | |
BALANCE AT |
|
|
NAME | |
IN
LAST FY(2) | |
IN
LAST FY(3) | |
LAST
FY(4) | |
LAST
FY | |
LAST
FYE(5) |
|
|
Brian C. Cornell | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
EDCP | |
$ | 7,500 | | |
$ | 0 | | |
$ | (16 | ) | |
$ | 0 | | |
$ | 7,484 | |
|
|
John J. Mulligan | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
EDCP | |
$ | 65,962 | | |
$ | 263,375 | | |
$ | 229,786 | | |
$ | 194,674 | | |
$ | 1,538,095 | |
|
|
Kathryn A. Tesija | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
EDCP | |
$ | 144,911 | | |
$ | 488,883 | | |
$ | 176,560 | | |
$ | 0 | | |
$ | 3,519,174 | |
|
|
Tina M. Tyler | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
EDCP | |
$ | 93,135 | | |
$ | 77,206 | | |
$ | 226,436 | | |
$ | 0 | | |
$ | 1,489,673 | |
|
|
Stock Units | |
| | | |
$ | 240 | | |
$ | 3,217 | | |
| | | |
$ | 13,029 | |
|
|
Jeffrey J. Jones II | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
EDCP | |
$ | 49,500 | | |
$ | 22,000 | | |
$ | 9,035 | | |
$ | 0 | | |
$ | 155,127 | |
|
|
Gregg W. Steinhafel | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
EDCP | |
$ | 230,769 | | |
$ | (5,064,501 | ) | |
$ | (18,604 | ) | |
$ | 72,326 | | |
$ | 28,205,349 | |
|
|
ODCP(1) | |
$ | 0 | | |
$ | 0 | | |
$ | 1,187,015 | | |
$ | (501,208 | ) | |
$ | 10,549,104 | |
|
|
| |
| | | |
| | | |
| | | |
| | | |
| | |
|
2015 Proxy Statement │ TARGET CORPORATION 57
(1) |
Mr.
Steinhafel was the only NEO eligible for the ODCP, which is a legacy plan that was frozen to new participants and further
compensation deferrals in 1996. |
(2) |
The
following amounts of Executive Contributions from the table have been reported in the current year Summary Compensation Table: |
|
| |
| | |
|
|
Mr.
Cornell | |
$ | 7,500 | |
|
|
Mr. Mulligan | |
$ | 65,962 | |
|
|
Ms. Tesija | |
$ | 144,911 | |
|
|
Ms. Tyler | |
$ | 93,135 | |
|
|
Mr. Jones | |
$ | 49,500 | |
|
|
Mr.
Steinhafel | |
$ | 230,769 | |
|
|
| |
| | |
|
(3) |
All
of the 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). The Registrant Contributions for Mr. Steinhafel included the SPP Credits detailed in Note 6 to the Summary
Compensation Table and $18,731 in restored matching contributions on executive deferrals into the EDCP. |
(4) |
The following amounts
of Aggregate Earnings from the table have been reported in the current year Summary Compensation Table: |
|
| |
| | |
|
|
Mr. Cornell | |
$ | 0 | |
|
|
Mr. Mulligan | |
$ | 0 | |
|
|
Ms. Tesija | |
$ | 0 | |
|
|
Ms. Tyler | |
$ | 0 | |
|
|
Mr. Jones | |
$ | 0 | |
|
|
Mr.
Steinhafel | |
$ | 752,888 | |
|
|
| |
| | |
|
(5) |
The following amounts
of the Aggregate Balance from the table were reported in the Summary Compensation Tables covering fiscal years 2006-2013. |
|
| |
| |
|
|
| |
REPORTED
IN PRIOR |
|
|
| |
YEARS’
SUMMARY |
|
|
| |
COMPENSATION
TABLES |
|
|
Mr. Cornell | |
$ | 0 | |
|
|
Mr. Mulligan | |
$ | 556,972 | |
|
|
Ms. Tesija | |
$ | 2,073,430 | |
|
|
Ms. Tyler | |
$ | 303,647 | |
|
|
Mr. Jones | |
$ | 73,365 | |
|
|
Mr.
Steinhafel | |
$ | 23,594,875 | |
|
|
| |
| | |
|
Participants in the EDCP may generally elect to defer up to 80%
of their salary, Bonus and Non-Equity Incentive Plan payments; however, certain executive officers may defer up to 100% of their
compensation if IRC Section 162(m) could limit our deductibility of such compensation. At any time, EDCP participants are permitted
to choose to have their account balance indexed to crediting rate alternatives that mirror the investment choices and actual rates
of return available under the Target 401(k) Plan, including 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 25, Defined Contribution Plans, to our fiscal 2014 consolidated financial statements for additional information.
No additional deferrals have been made to the ODCP after 1996. Participants’ ODCP accounts are credited with earnings based
on the average Moody’s Bond Indices Corporate AA rate for June of the preceding calendar year, plus an additional annual
return of 6%. The minimum crediting rate is 12% and the maximum is 20%. The average Moody’s Bond Indices Corporate AA rate
was 4.26% as of June 2014, when the rate for calendar 2015 was set. The interest credits in excess of the Moody’s Bond Indices
Corporate AA rate are included in the above-market earnings on deferred compensation in the Summary Compensation Table.
2015 Proxy Statement │ TARGET CORPORATION 58
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, installment payments over five years,
or installment payments over 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.
Payouts from the ODCP cannot be made until termination of employment,
death, termination of the ODCP, a qualifying change-in-control, or unforeseeable financial emergency of the participant creating
severe financial hardship. Participants can elect distributions as a lump-sum payment or lifetime periodic payments with guaranteed
payments for 15 years. The payments can commence immediately or up to ten years after termination of employment; however, payments
must commence when a participant has terminated employment and reached age 65.
Both the EDCP and ODCP are 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 and the ODCP are unfunded plans and represent general
unsecured obligations 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.
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, as well as the post-employment
benefits Mr. Steinhafel received in connection with the termination of his employment with the company. 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 January 31, 2015, the last day of our 2014 fiscal year, and that any change-in-control was at our fiscal year-end closing
stock price of $73.61 per share. Beginning in January 2015, a double-trigger applies to RSUs, PBRSUs or PSU awards, meaning that
no outstanding awards of those types granted in or after January 2015 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 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 situations. This section does not cover all amounts
the NEOs will receive following termination. Specifically, the NEOs are entitled to receive their vested balances under our pension
and deferred compensation plans, as disclosed in the preceding tables, and payment of accrued vacation balances under all employment
termination scenarios. In addition, 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 these age and years of service requirements is provided in the notes
under the Outstanding Equity Awards at 2014 Fiscal Year-End table. All NEOs, except for Mr. Cornell and Mr. Jones, have met the
minimum age and years of service requirements.
The following table shows the payments and benefits for which
the amount, vesting or time of payment is altered by each situation (referred to as Post-Termination Benefits). The paragraphs
following the table explain each termination situation. The post-employment benefits Mr. Steinhafel received in connection with
the termination of his employment with the company is provided under the heading “Former CEO Departure” on page 63.
2015 Proxy Statement │ TARGET CORPORATION 59
TABLE OF POTENTIAL PAYMENTS UPON TERMINATION
OR CHANGE-IN-CONTROL
|
| |
| | |
| | |
| | |
| | |
| |
|
|
| |
| | |
| | |
| | |
| | |
CHANGE-IN-CONTROL(5) | |
|
|
NAME / PAYMENT TYPE | |
VOLUNTARY
TERMINATION(4) | |
INVOLUNTARY
TERMINATION(4) | |
DEATH(4) | |
DISABILITY(4) | |
NO TERMINATION | |
INVOLUNTARY
OR VOLUNTARY GOOD REASON
TERMINATION(6) |
|
|
Brian C. Cornell | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
ICP Payments (Severance) | |
$ | 0 | | |
$ | 2,600,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 2,600,000 | |
|
|
RSU Vesting(1) | |
$ | 0 | | |
$ | 5,126,127 | | |
$ | 5,126,127 | | |
$ | 5,126,127 | | |
$ | 4,393,823 | | |
$ | 4,393,823 | |
|
|
PBRSU Vesting(1)(2) | |
$ | 0 | | |
$ | 7,096,814 | | |
$ | 13,635,443 | | |
$ | 13,635,443 | | |
$ | 2,230,577 | | |
$ | 3,346,946 | |
|
|
PSU Vesting(1) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 706,245 | | |
$ | 892,304 | |
|
|
Life Insurance Proceeds | |
$ | 0 | | |
$ | 0 | | |
$ | 3,000,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
|
|
Excess Long-Term
Disability Plan (Annual Payments) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 453,000 | | |
$ | 0 | | |
$ | 0 | |
|
|
Total | |
$ | 0 | | |
$ | 14,822,941 | | |
$ | 21,761,570 | | |
$ | 19,214,570 | | |
$ | 7,330,645 | | |
$ | 11,233,073 | |
|
|
John J. Mulligan | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
ICP Payments (Severance) | |
$ | 0 | | |
$ | 2,685,778 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 2,685,778 | |
|
|
Accelerated Vesting of Stock Options | |
$ | 0 | | |
$ | 0 | | |
$ | 1,541,697 | | |
$ | 0 | | |
$ | 0 | | |
$ | 1,541,697 | |
|
|
RSU Vesting(1) | |
$ | 0 | | |
$ | 1,815,186 | | |
$ | 2,297,000 | | |
$ | 2,297,000 | | |
$ | 1,002,529 | | |
$ | 1,002,529 | |
|
|
PBRSU Vesting(1)(2) | |
$ | 0 | | |
$ | 434,152 | | |
$ | 651,228 | | |
$ | 651,228 | | |
$ | 328,121 | | |
$ | 762,272 | |
|
|
PSU Vesting(1) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 1,526,367 | | |
$ | 1,598,723 | |
|
|
Life Insurance Proceeds | |
$ | 0 | | |
$ | 0 | | |
$ | 2,100,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
|
|
Excess Long-Term
Disability Plan (Annual Payments) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 453,000 | | |
$ | 0 | | |
$ | 0 | |
|
|
Total | |
$ | 0 | | |
$ | 4,935,116 | | |
$ | 6,589,925 | | |
$ | 3,401,228 | | |
$ | 2,857,017 | | |
$ | 7,591,000 | |
|
|
Kathryn A. Tesija | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
ICP Payments (Severance) | |
$ | 0 | | |
$ | 3,108,500 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 3,108,500 | |
|
|
Accelerated Vesting of Stock Options | |
$ | 0 | | |
$ | 0 | | |
$ | 2,627,765 | | |
$ | 0 | | |
$ | 0 | | |
$ | 2,627,765 | |
|
|
RSU Vesting(1) | |
$ | 0 | | |
$ | 803,011 | | |
$ | 1,606,023 | | |
$ | 1,606,023 | | |
$ | 1,115,294 | | |
$ | 1,115,294 | |
|
|
PBRSU Vesting(1)(2) | |
$ | 0 | | |
$ | 527,195 | | |
$ | 790,792 | | |
$ | 790,792 | | |
$ | 546,806 | | |
$ | 1,074,001 | |
|
|
PSU Vesting(1) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 2,543,876 | | |
$ | 2,631,737 | |
|
|
Life Insurance Proceeds | |
$ | 0 | | |
$ | 0 | | |
$ | 2,850,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
|
|
Excess Long-Term
Disability Plan (Annual Payments) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 453,000 | | |
$ | 0 | | |
$ | 0 | |
|
|
Total | |
$ | 0 | | |
$ | 4,438,706 | | |
$ | 7,874,580 | | |
$ | 2,849,815 | | |
$ | 4,205,975 | | |
$ | 10,557,297 | |
|
|
Tina M. Tyler | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
ICP Payments (Severance) | |
$ | 0 | | |
$ | 2,329,400 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 2,329,400 | |
|
|
Accelerated Vesting of Stock Options | |
$ | 0 | | |
$ | 0 | | |
$ | 1,726,485 | | |
$ | 0 | | |
$ | 0 | | |
$ | 1,726,485 | |
|
|
RSU Vesting(1) | |
$ | 0 | | |
$ | 522,005 | | |
$ | 1,044,011 | | |
$ | 1,044,011 | | |
$ | 725,007 | | |
$ | 725,007 | |
|
|
PBRSU Vesting(1)(2) | |
$ | 0 | | |
$ | 403,162 | | |
$ | 604,743 | | |
$ | 604,743 | | |
$ | 355,473 | | |
$ | 758,635 | |
|
|
PSU Vesting(1) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 1,653,542 | | |
$ | 1,720,732 | |
|
|
Life Insurance Proceeds | |
$ | 0 | | |
$ | 0 | | |
$ | 2,175,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
|
|
Excess Long-Term
Disability Plan (Annual Payments) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 453,000 | | |
$ | 0 | | |
$ | 0 | |
|
|
Total | |
$ | 0 | | |
$ | 3,254,567 | | |
$ | 5,550,239 | | |
$ | 2,101,754 | | |
$ | 2,734,023 | | |
$ | 7,260,260 | |
|
|
Jeffrey J. Jones II | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
ICP Payments (Severance) | |
$ | 0 | | |
$ | 1,794,695 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 1,794,695 | |
|
|
Accelerated Vesting of Stock Options | |
$ | 0 | | |
$ | 0 | | |
$ | 1,427,029 | | |
$ | 0 | | |
$ | 0 | | |
$ | 1,427,029 | |
|
|
RSU Vesting(1) | |
$ | 0 | | |
$ | 1,990,782 | | |
$ | 3,981,565 | | |
$ | 3,981,565 | | |
$ | 3,477,226 | | |
$ | 3,477,226 | |
|
|
PBRSU Vesting(1)(2) | |
$ | 0 | | |
$ | 403,162 | | |
$ | 604,743 | | |
$ | 604,743 | | |
$ | 328,121 | | |
$ | 731,283 | |
|
|
PSU Vesting(1) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 955,122 | | |
$ | 1,022,312 | |
|
|
Life Insurance Proceeds | |
$ | 0 | | |
$ | 0 | | |
$ | 2,100,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
|
|
Excess Long-Term
Disability Plan (Annual Payments) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 391,408 | | |
$ | 0 | | |
$ | 0 | |
|
|
Total | |
$ | 0 | | |
$ | 4,188,639 | | |
$ | 8,113,336 | | |
$ | 4,977,716 | | |
$ | 4,760,469 | | |
$ | 8,452,544 | |
|
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
2015 Proxy Statement │ TARGET CORPORATION 60
(1) |
Amounts
are determined by multiplying the number of shares for which vesting is accelerated by our closing stock price on January
30, 2015 ($73.61 per share). The remaining RSUs, PBRSUs and PSUs are forfeited. |
(2) |
Other
than the PBRSUs that were part of the Make-Whole Equity Grant to Mr. Cornell, the amounts for death and disability are determined
by multiplying the number of shares equal to the minimum payout by our closing stock price on January 30, 2015 ($73.61 per
share), though the actual number of shares will be based on the actual performance at the end of the performance period. For
the PBRSUs that were part of the Make-Whole Equity Grant to Mr. Cornell, the amounts for death and disability are determined
by multiplying the number of shares equal to the target level payout by our closing price on January 30, 2015. |
(3) |
Amounts
determined by multiplying the number of option shares for which vesting is accelerated by our closing stock price on January
30, 2015 ($73.61 per share) and subtracting the exercise price of such option shares. Mr. Cornell does not have options outstanding
because we ceased granting options to NEOs in January 2014. |
(4) |
The
PBRSU amounts reported for these termination scenarios do not include shares that were potentially issuable under outstanding
PBRSU awards granted in fiscal 2013 or the PBRSUs that were part of the Pro-Rata Equity Grant to Mr. Cornell described in
Note 5 to the Grants of Plan-Based Awards in Fiscal 2014 table because the amount paid was dependent on us meeting our 162(m)
threshold for fiscal 2014. The Compensation Committee determined in March 2015 that that our 162(m) threshold was not met. |
(5) |
The
PSU and PBRSU amounts reported for both change-in-control scenarios include shares that were potentially issuable under outstanding
PSU awards granted in fiscal 2011, fiscal 2012, or fiscal 2013, PBRSUs granted in fiscal 2013, and PSUs and PBRSUs that were
part of the Pro-Rata Equity Grant to Mr. Cornell described in Note 5 to the Grants of Plan-Based Awards in Fiscal 2014 table
because in the event of any change-in-control occurring prior to the Compensation Committee determination in March 2015 that
our 162(m) threshold was not met, those awards would have paid a pro-rata amount of the target level payout within ten days
following the change-in-control based on percentage of the three-year performance period that had elapsed as of the date of
the change-in-control. |
(6) |
The PSU and PBRSU
amounts reported include shares that were potentially issuable under outstanding PSU and PBRSU awards granted in January 2015,
which are subject to a double-trigger, meaning that no outstanding awards of those types granted in or after January 2015
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 target level payout
based on the percentage of the three-year performance period that has elapsed as of the date of the termination following
the change-in-control. The balance of those awards is forfeited. |
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 consist of:
• |
Severance payments under our Income Continuance Policy (ICP); |
• |
Accelerated vesting of 50% of RSU awards and forfeiture of the remaining 50%; and |
• |
Accelerated vesting of 50% of the target payout level 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.
The accelerated vesting provisions of RSU and PBRSU awards are
described in the notes under the Outstanding Equity Awards at 2014 Fiscal Year-End table. In addition, Mr. Mulligan’s RSUs
granted May 22, 2014 and Mr. Cornell’s RSU Make-Whole Equity Grant granted on August 21, 2014 would have vested 100%
if an involuntary termination without cause occurred on January 31, 2015.
Death
If a NEO dies while employed, the Post-Termination Benefits consist
of:
• |
Accelerated vesting of stock options and RSUs; |
• |
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 consist of:
• |
Accelerated vesting of RSU awards; |
• |
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 $245,000) but not exceeding
2015 Proxy
Statement │ TARGET CORPORATION 61
$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 have not been 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.
Without Termination of Employment
The consequence of a change-in-control to the NEOs without termination
of employment is 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. |
• |
For outstanding awards granted January 2015 or later, a double-trigger applies to RSUs, PBRSUs or PSU awards, meaning that no outstanding awards of those types granted in or after January 2015 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. |
• |
For outstanding awards granted before January 2015: |
|
– |
A pro-rata portion of outstanding RSUs will vest and be paid out within ten days following the change-in-control. The pro-rata vesting is based on the percentage of the three-year vesting period that has elapsed as of the date of the change-in-control. The balance of the awards is forfeited. If the executive officer meets the age and years of service requirements described in Note 3 to the Outstanding Equity Awards at 2014 Fiscal Year-End table, all RSUs subject to those awards will vest and be paid out within ten days following the change-in-control. |
|
– |
A pro-rata portion of outstanding PBRSU and PSU awards (those still in their respective performance period) will be deemed to have been earned at the target payout level and paid out within ten days following the change-in-control. The pro-rata payout is based on the percentage of the three-year performance period that has elapsed as of the date of the change-in-control. The balance of the awards is forfeited. We use the target payout level for this calculation rather than actual performance to eliminate arbitrary results that could occur with a shortened performance period. For PBRSU awards, if the executive officer meets the age and years of service requirements described in Note 4 to the Outstanding Equity Awards at 2014 Fiscal Year-End table, all PBRSUs subject to those awards will be deemed to have been earned at the target payout level and be paid out within ten days following the change-in-control. |
With Involuntary or Good Reason Termination
of Employment
In addition to the payments upon
a 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 consist of:
• |
Severance payments under our ICP; |
• |
Accelerated vesting of outstanding stock options; and |
• |
For outstanding RSUs, PBRSUs and PSUs granted January 2015 or later, 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 target level 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 RSUs, PBRSUs
and PSUs granted January 2015 or later to prevent a NEO from receiving less due to a change-in-control than they would have received
2015 Proxy
Statement │ TARGET CORPORATION 62
as a result of a similar termination absent
a change-in-control. In addition, we use the target payout level 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.
Former CEO Departure
On May 5, 2014, Mr. Steinhafel stepped down
as President & CEO, and resigned as a Director. On August 23, 2014 his employment with Target in an advisory capacity terminated.
In connection with his departure from Target, which was an involuntary termination without cause, Mr. Steinhafel was eligible to
receive severance benefits under our ICP. In addition, he paid back all of his enhanced early retirement benefits under a supplemental
pension plan because he was eligible for severance benefits under our ICP. Due to Mr. Steinhafel’s age and years of service
with Target, under the pre-existing program he remained eligible for a fiscal 2014 short-term incentive opportunity under Target’s
Short-Term Incentive Plan based on Target’s actual financial performance, pro-rated based on his length of employment during
the year. No fiscal 2014 short-term incentive was earned. Mr. Steinhafel’s outstanding PSUs were to continue to vest according
to the original schedule for defined periods based on his age and years of service. However, because we did not meet our 162(m)
threshold for fiscal 2014, all of Mr. Steinhafel’s outstanding PSUs were forfeited.
His Post-Termination Benefits consisted of:
|
• |
Severance payments under our ICP; |
|
|
|
|
• |
The right to continued above-market interest under our legacy ODCP that was frozen to new participants and further compensation deferrals in 1996; |
|
|
|
|
• |
Accelerated vesting of 50% of RSU awards, and forfeiture of the remaining
50%; and |
|
|
|
|
• |
Accelerated vesting of 50% of the target payout level of PBRSU awards, and forfeiture of the remaining 50%. |
In accordance with the ICP, as a condition
to severance payment eligibility, Mr. Steinhafel signed an agreement that included a non-solicitation clause and a release of claims,
and provided that severance payments may be recovered and that any outstanding equity awards held by him may be terminated if he
becomes employed by specified competitors.
The values of Mr. Steinhafel’s Post-Termination
Benefits as of August 23, 2014, the date Mr. Steinhafel’s employment terminated are as follows:
|
| |
| | |
|
|
ICP Payments (Severance) | |
$ | 7,223,334 | |
|
|
SPP III(1) | |
$ | (5,277,556 | ) |
|
|
ODCP: Present Value of Above-Market Interest(2) | |
$ | 10,497,094 | |
|
|
RSU Vesting at 50%(3) | |
$ | 3,198,837 | |
|
|
PBRSU Vesting at 50%(3) | |
$ | 0 | |
|
|
| |
| | |
|
(1) |
Mr. Steinhafel was the only NEO who had enhanced early retirement benefits under SPP III as no new participants have been allowed since 1989. Mr. Steinhafel paid back all of those enhanced early retirement benefits under SPP III because he was eligible for severance benefits under our ICP. |
(2) |
Mr. Steinhafel was the only NEO eligible for the ODCP, which was frozen to new participants and further compensation deferrals in 1996. Amounts represent the present value of the above-market earnings that the CEO and his beneficiary would receive during their joint life, calculated using 12% as the earnings rate (as provided in the plan) and a discount rate of 4.3% (reflecting the Moody’s Bond Indices Corporate Avg rate determined as of July 31, 2014). |
(3) |
Amounts determined by multiplying the number of shares for which vesting is accelerated by our closing stock price on August 23, 2014 ($59.87 per share). The remaining RSUs were forfeited. The amount for PBRSUs, which was based on PBRSUs granted in fiscal 2013, was zero. It was dependent on us meeting our 162(m) threshold for fiscal 2014, which the Compensation Committee determined in March 2015 was not met. |
Additional information about the payments
under these plans is detailed under “Involuntary Termination” on page 61.
Mr. Steinhafel remained
employed by Target in an advisory capacity to assist with the transition through August 23, 2014. During this advisory
period, he continued to receive the same base salary and benefits that were in effect on the date he stepped down as
President & CEO. The Board determined that the amount of the short-term incentive payout opportunity for the portion of
the payout, attributable to the advisory period would be based on the same terms as in effect on the date he stepped down as
President & CEO. However, no fiscal 2014 short-term incentive was ultimately earned. After the advisory period ended, Mr.
Steinhafel began receiving the described Post-Termination Benefits. Other than the compensation relating to retaining Mr.
Steinhafel in an advisory capacity and the portion of the short-term incentive payout opportunity attributable to that
advisory period, all of the post-employment benefits and other consequences of Mr. Steinhafel’s departure were
consistent with our pre-existing compensation plans.
2015 Proxy Statement │ TARGET CORPORATION 63
DIRECTOR COMPENSATION
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; or |
|
|
|
|
• |
RSUs only. |
Each form under the compensation program
is intended to provide $260,000 in value to non-employee directors as follows:
|
| |
| |
| |
|
| |
CASH | |
RSUs | |
|
Combination (Cash and RSUs) | |
$ | 90,000 | |
$ | 170,000 | |
|
RSUs Only | |
$ | 0 | |
$ | 260,000 | |
|
| |
| | |
| | |
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. Deferrals earn market returns based on the investment alternatives chosen by them from the funds offered by Target’s 401(k) Plan, including the Target Corporation 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. RSUs are granted in January each year and vest quarterly over a one-year period. |
The Lead Independent Director and Committee
Chairs receive additional compensation for those roles, which is paid (a) in cash if the director elects a combination of cash
and RSUs, or (b) in RSUs if the director elects all RSUs. Compensation for Lead Independent Director and Committee Chairs is as
follows:
|
| |
| |
|
ROLE | |
AMOUNT | |
|
Lead Independent Director | |
$ | 25,000 | |
|
Audit Committee Chair | |
$ | 30,000 | |
|
Compensation Committee Chair | |
$ | 20,000 | |
|
Nominating & Governance Committee Chair | |
$ | 15,000 | |
|
Corporate Risk & Responsibility Committee Chair | |
$ | 15,000 | |
|
Finance Committee Chair | |
$ | 15,000 | |
|
| |
| | |
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.
On May 5, 2014, Mr. Steinhafel stepped down
as President & CEO, and resigned as a Director and Chairman. Roxanne S. Austin, one of our independent directors, was elected
by the independent directors to serve as Interim Chair of the Board. In connection with Ms. Austin’s additional duties as
Interim Chair, the Board initially provided her an additional annual cash retainer of $190,000, pro-rated for the time Ms. Austin
served as Interim Chair. Ms. Austin served as Interim Chair from May 5, 2014 until August 12, 2014. The Compensation Committee
recommended that Ms. Austin receive the full $190,000 retainer, rather than a pro-rated portion, in light of her significant contributions
during that period and her role in the leadership transition, and the Board approved providing Ms. Austin with the full retainer.
2015 Proxy Statement │ TARGET CORPORATION 64
Director Compensation Table
|
| |
|
| |
| |
| |
|
| |
| |
|
| |
|
| |
| |
| |
CHANGE IN | |
| |
|
| |
|
| |
| |
| |
PENSION VALUE | |
| |
|
| |
|
| |
| |
| |
AND NONQUALIFIED | |
| |
|
| |
|
| |
| |
| |
DEFERRED | |
| |
|
| |
FEES EARNED OR | |
STOCK | |
OPTION | |
COMPENSATION | |
| |
|
NAME | |
PAID IN CASH | |
AWARDS(1)(2) | |
AWARDS(1)(2) | |
EARNINGS(3)(4) | |
TOTAL(5) | |
|
Roxanne S. Austin(6) | |
$ | 310,000 |
| |
$ | 170,021 | |
$ | 0 | |
$ | 0 |
| |
$ | 480,021 | |
|
Douglas M. Baker, Jr. | |
$ | 90,000 |
| |
$ | 170,021 | |
$ | 0 | |
$ | 0 |
| |
$ | 260,021 | |
|
Calvin Darden | |
$ | 90,000 |
| |
$ | 170,021 | |
$ | 0 | |
$ | 0 |
| |
$ | 260,021 | |
|
Henrique De Castro | |
$ | 0 |
| |
$ | 260,001 | |
$ | 0 | |
$ | 0 |
| |
$ | 260,001 | |
|
James A. Johnson(6)(7) | |
$ | 135,000 |
| |
$ | 305,028 | |
$ | 0 | |
$ | 17,968 |
| |
$ | 457,997 | |
|
Mary E. Minnick | |
$ | 0 |
| |
$ | 260,001 | |
$ | 0 | |
$ | 0 |
| |
$ | 260,001 | |
|
Anne M. Mulcahy(6) | |
$ | 105,000 |
| |
$ | 170,021 | |
$ | 0 | |
$ | 0 |
| |
$ | 275,021 | |
|
Derica W. Rice(6) | |
$ | 0 |
| |
$ | 275,059 | |
$ | 0 | |
$ | 0 |
| |
$ | 275,059 | |
|
Kenneth L. Salazar | |
$ | 102,500 |
| |
$ | 170,021 | |
$ | 0 | |
$ | 0 |
| |
$ | 272,521 | |
|
John G. Stumpf | |
$ | 90,000 |
| |
$ | 170,021 | |
$ | 0 | |
$ | 0 |
| |
$ | 260,021 | |
|
Solomon D. Trujillo(6)(7) | |
$ | 26,250 |
| |
$ | 0 | |
$ | 0 | |
$ | 20,233 |
| |
$ | 46,483 | |
|
| |
| |
| |
| | |
| | |
| |
| |
| | |
(1) |
Amounts represent the aggregate grant date fair value of RSUs and stock options that were granted in fiscal 2014, as computed in accordance with FASB ASC Topic 718, Stock Compensation. See Note 24, Share-Based Compensation, to our consolidated financial statements for fiscal 2014 for a description of our accounting and the assumptions used. Details on the stock awards granted during fiscal 2014 are as follows: |
|
| |
| |
|
| |
STOCK AWARDS (RSUs) | |
|
| |
| |
GRANT DATE | |
|
NAME | |
# OF UNITS | |
FAIR VALUE | |
|
Ms. Austin | |
| 2,292 | |
$ | 170,021 | |
|
Mr. Baker | |
| 2,292 | |
$ | 170,021 | |
|
Mr. Darden | |
| 2,292 | |
$ | 170,021 | |
|
Mr. De Castro | |
| 3,505 | |
$ | 260,001 | |
|
Mr. Johnson | |
| 4,112 | |
$ | 305,028 | |
|
Ms. Minnick | |
| 3,505 | |
$ | 260,001 | |
|
Ms. Mulcahy | |
| 2,292 | |
$ | 170,021 | |
|
Mr. Rice | |
| 3,708 | |
$ | 275,059 | |
|
Mr. Salazar | |
| 2,292 | |
$ | 170,021 | |
|
Mr. Stumpf | |
| 2,292 | |
$ | 170,021 | |
|
Mr. Trujillo | |
| 0 | |
$ | 0 | |
|
| |
| | |
| | |
2015 Proxy Statement │ TARGET CORPORATION 65
(2) |
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: |
|
| |
| |
| |
|
| |
STOCK | |
RESTRICTED | |
|
NAME | |
OPTIONS | |
STOCK UNITS | |
|
Ms. Austin | |
| 34,420 | |
| 2,292 | |
|
Mr. Baker | |
| 5,570 | |
| 2,292 | |
|
Mr. Darden | |
| 40,811 | |
| 2,292 | |
|
Mr. De Castro | |
| 5,570 | |
| 3,505 | |
|
Mr. Johnson | |
| 78,129 | |
| 4,112 | |
|
Ms. Minnick | |
| 0 | |
| 3,505 | |
|
Ms. Mulcahy | |
| 27,031 | |
| 2,292 | |
|
Mr. Rice | |
| 0 | |
| 3,708 | |
|
Mr. Salazar | |
| 3,601 | |
| 2,292 | |
|
Mr. Stumpf | |
| 17,889 | |
| 2,292 | |
|
Mr. Trujillo | |
| 57,596 | |
| 0 | |
|
| |
| | |
| | |
(3) |
Amount reported represents above-market earnings on nonqualified deferred compensation, consisting of an additional 7.69% annual return on a frozen deferred compensation plan. Prior to December 31, 1996, deferrals were allowed under our Deferred Compensation Plan Directors (DCP-Director). No new deferrals or participants were allowed after that year. Participants’ DCP-Director accounts are credited each month with earnings based on the average Moody’s Bond Indices Corporate AA rate for June of the preceding calendar year, plus an additional annual return of 6%. The minimum crediting rate is 12% and the maximum is 20%. |
(4) |
In addition to amounts reported, non-employee directors who were elected prior to 1997 are eligible to receive a lump-sum payment in the February following the date they leave their directorship. The payment is equal to the present value of an annual payment stream of $25,000 (i.e., the director’s fee in effect as of December 31, 1996) for a period equal to the number of years of service of the individual as a director before December 31, 1996. The present value is based on a discount rate of 3.80% based on the Moody’s Bond Indices Corporate AA rate on December 31, 2014. During fiscal 2014, there were two directors eligible to receive a benefit under this program, one of whom retired before the end of the year and one of whom retired subsequent to the end of the year. Those directors, and their benefit values are: |
|
| |
| |
|
| |
RETIREMENT | |
|
NAME | |
BENEFIT | |
|
Mr. Johnson | |
| $ 18,938 | |
|
Mr. Trujillo | |
| $ 53,094 | |
|
| |
| | |
(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 2014 for their roles as Committee Chairs and, in the case of Ms. Austin and Mr. Johnson, as Interim Chair of the Board and Lead Independent Director, respectively. 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.” Amounts paid as Stock Awards were granted in January of fiscal 2013. |
|
|
|
|
|
NAME |
ROLE(S)
DURING FISCAL 2014 |
|
|
Ms. Austin |
Interim Chair of the Board (from May 2014 until August
2014) Audit Chair |
|
|
Mr. Johnson |
Lead Independent Director
Compensation Chair |
|
|
Ms. Mulcahy |
Nominating & Governance Chair |
|
|
Mr. Rice |
Finance Chair |
|
|
Mr. Salazar |
Corporate Risk & Responsibility Chair (from March
2014) |
|
|
Mr. Trujillo |
Corporate Responsibility Chair (until March 2014) |
|
|
|
|
|
(7) |
Mr. Johnson will retire from the Board when his current term ends at the 2015 Annual Meeting of Shareholders in connection with our mandatory retirement policy. Mr. Trujillo retired from the Board on March 31, 2014 as a result of five years elapsing since retiring from active employment and reaching mandatory retirement. Mr. Trujillo served as an independent director until his retirement. |
2015 Proxy Statement │ TARGET CORPORATION 66
EQUITY COMPENSATION PLAN INFORMATION
|
| |
|
| |
| |
|
|
|
|
| |
|
| |
| |
NUMBER OF SECURITIES |
|
|
| |
|
| |
| |
REMAINING AVAILABLE |
|
|
| |
|
| |
| |
FOR FUTURE ISSUANCE |
|
|
| |
|
| |
| |
UNDER EQUITY |
|
|
| |
NUMBER OF SECURITIES | |
| |
COMPENSATION PLANS |
|
|
| |
TO BE ISSUED UPON | |
WEIGHTED-AVERAGE | |
AS OF |
|
|
| |
EXERCISE OF | |
EXERCISE PRICE OF | |
JANUARY 31, 2015 |
|
|
| |
OUTSTANDING OPTIONS, | |
OUTSTANDING OPTIONS, | |
(EXCLUDING SECURITIES |
|
|
PLAN | |
WARRANTS AND RIGHTS | |
WARRANTS AND RIGHTS | |
REFLECTED IN |
|
|
CATEGORY | |
AS OF JANUARY 31, 2015 | |
AS OF JANUARY 31, 2015 | |
COLUMN (A)) |
|
|
| |
(a) | |
(b) |
(c) |
|
|
Equity compensation plans approved by security holders | |
25,037,192 |
(1) | |
$53.04 | |
14,011,963 |
|
|
|
Equity compensation plans not approved by security holders | |
0 |
| |
| |
0 |
|
|
|
TOTAL | |
25,037,192 |
| |
$53.04 | |
14,011,963 |
|
|
|
| |
|
| |
| |
|
|
|
(1) | This amount includes 8,312,380 PSU, RSU and PBRSU shares
potentially issuable upon settlement of PSUs, RSUs and PBRSUs issued under our Long-Term Incentive Plan and 2011 Long-Term Incentive
Plan. The actual number of PSU and PBRSU shares to be issued depends on our financial performance and total shareholder return,
respectively, 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). |
ADVANCES OF DEFENSE COSTS FOR CERTAIN LITIGATION MATTERS
Certain members of our current Board and current executive officers,
and certain former Board members and former executive officers have been named as defendants in lawsuits alleging breaches of
fiduciary duties to Target in connection with the data breach that occurred in the fourth quarter of fiscal 2013. The current
and former directors and officers who have been named as defendants in this action have a legal right under the Minnesota Business
Corporation Act and our Amended and Restated Articles of Incorporation to advancement of their costs of defense. Accordingly,
in fiscal 2014, we advanced defense costs on behalf of the current and former directors and officers amounting to approximately
$896,437.
2015 Proxy Statement │ TARGET CORPORATION 67
ITEM TWO |
RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM |
The Audit 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 Committee appointed Ernst & Young LLP as the independent registered public accounting firm for Target and its subsidiaries
for the fiscal year ending January 30, 2016. Ernst & Young LLP has been retained in that capacity since 1931. The Audit Committee
is aware that a long-tenured auditor may be believed by some to pose an independence risk. To address these concerns, our Audit
Committee:
• | Reviews all non-audit services and engagements provided
by Ernst & Young LLP, specifically with regard to the impact on the firm’s independence; |
| |
• | Conducts an annual assessment of Ernst & Young LLP’s
service quality, and its working relationship with our management; |
| |
• | Conducts regular private meetings separately with each
of Ernst & Young LLP and our management; |
| |
• | Interviews and approves the selection of Ernst & Young
LLP’s new lead engagement partner with each rotation; and |
| |
• | At least annually obtains and reviews a report from Ernst
& Young LLP describing all relationships between the independent auditor and Target. |
The members of the Audit 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 Committee of Ernst &
Young LLP as the independent registered public accounting firm for Target and its subsidiaries for the fiscal year ending January
30, 2016.
A representative from Ernst & Young LLP will be at the Annual
Meeting and will have the opportunity to make a statement if such representative so desires and will be available to respond to
questions during the 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 2014 and 2013, the review of
our interim consolidated financial statements for each quarter in fiscal 2014 and 2013, and for audit-related, tax and all other
services performed in 2014 and 2013:
|
| |
| |
|
| |
FISCAL YEAR END | |
|
| |
JANUARY 31, | | |
FEBRUARY 1, | |
|
| |
2015 | | |
2014 | |
|
Audit Fees(1) | |
$ | 5,911,000 | | |
$ | 4,912,000 | |
|
Audit-Related Fees(2) | |
| 870,000 | | |
| 596,000 | |
|
Tax Fees: | |
| | | |
| | |
|
Compliance(3) | |
| 1,653,000 | | |
| 2,294,000 | |
|
Planning & Advice(4) | |
| 133,000 | | |
| 2,056,000 | |
|
All Other Fees(5) | |
| — | | |
| 86,000 | |
|
Total | |
$ | 8,567,000 | | |
$ | 9,944,000 | |
|
| |
| | | |
| | |
(1) | Includes annual integrated audit, audits of certain foreign
subsidiaries, consents for securities offerings and registration statements and accounting consultations. |
| |
(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. |
| |
(5) | Includes various non-tax governmental application and filing
services. |
2015 Proxy Statement │ TARGET CORPORATION 68
The Audit 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 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 Committee has delegated authority to grant certain pre-approvals to the Audit Committee Chair. Pre-approvals
granted by the Audit Committee Chair are reported to the full Audit Committee at its next regularly scheduled meeting.
THE AUDIT 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 COMMITTEE
The role of the Audit 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 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 Committee Charter,
which has been adopted by our Board of Directors and further describes the role of the Audit Committee in overseeing our financial
reporting process, is available online at www.target.com/investors (click on “Board of Directors,” then
“Board Committees”).
In performing its functions, the Audit Committee:
• | Met with our internal auditors and independent registered
public accounting firm, 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; |
• | Reviewed and discussed with management the audited financial
statements included in our Annual Report; |
• | Discussed with our independent registered public accounting
firm 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
regarding the independent registered accountant’s communication with the Audit Committee concerning 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 Committee referred to above and in
the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that the audited financial statements be
included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015, for filing with the SEC.
AUDIT COMMITTEE(1)
Roxanne S. Austin, Chair(2)
Mary E. Minnick
Anne M. Mulcahy(3)
Derica W. Rice(2)
(1) | Mr. Stumpf joined the Audit Committee following the preparation
of this report. |
| |
(2) | Mr. Rice assumed the role of Chair of the Audit Committee
following the preparation of this report, with Ms. Austin remaining on the Audit Committee in a non-Chair capacity. |
| |
(3) | Ms. Mulcahy rotated off of the Audit Committee following
the preparation of this report. |
2015 Proxy Statement │ TARGET CORPORATION 69
ITEM THREE |
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (“SAY
ON PAY”) |
Consistent with the views expressed by shareholders at our 2011
Annual Meeting, 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 Compensation Discussion & Analysis (“CD&A”), tabular disclosures
and related narrative of this 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.
We have always believed that open dialogue with our shareholders
is critical to our success, and we take their feedback seriously. At our June 2014 annual meeting of shareholders, shareholders
approved our Say on Pay proposal in support of our executive compensation program by 78%, a significant improvement over the prior
year. We believe that open dialogue with our shareholders is critical to our success, and we take their feedback seriously.
Since our June 2014 Say on Pay vote, we have hosted calls or
held meetings with shareholders representing approximately 41% of shares voted. The majority of the conversations was led by Anne
Mulcahy, then-Chair of our Board’s Nominating & Governance Committee and current Chair of our Board’s Compensation
Committee, and included soliciting feedback on key compensation and governance issues that informed our decision to award bonuses
for fiscal 2014 performance and the design of Strategic Alignment Awards.
Specifically, highlights of our executive compensation disclosed
in the CD&A include:
|
| | |
|
|
Performance-Based Plans Paying Out at $0 |
|
|
| • | There have been no financial payouts under our STIP plan
over the past two years. |
|
|
| | |
|
|
| • | Our PSU award for the 2012-2014 performance period was
forfeited entirely due to the 162(m) threshold not being met in connection with discontinuing our Canadian operations, but would
have resulted in a payout of 41.5% had we met the 162(m) threshold. |
|
|
| | |
|
|
| • | Our PSU awards for the 2013-2015 and 2014-2016 performance
periods were also forfeited entirely due to the 162(m) threshold not being met in connection with discontinuing our Canadian operations.
Those awards were in the middle of their performance periods, so it is uncertain what the payouts would have been had we met the
162(m) threshold. |
|
|
| | |
|
|
| • | Our PBRSU award for the 2014-2016 performance period was
forfeited entirely due to the 162(m) threshold not being met in connection with discontinuing our Canadian operations. The award
was in the middle of its performance period, so it is uncertain what the payout would have been had we met the 162(m) threshold. |
|
|
| | |
|
|
Key Plan and Governance Changes |
|
|
| • | Redesigned our 2015 Short-term Incentive Plan to be based
on Incentive EBIT (weighted 75% at-goal) and sales (weighted 25% at-goal) to align annual incentives with our strategy of driving
growth, with an emphasis on profitability. |
|
|
| | |
|
|
| • | Adopted a double-trigger change-in-control requirement
for PSU and PBRSU grants made starting in January 2015. |
|
|
| | |
|
|
| • | Increased CEO’s ownership guidelines from 5x to 7x base salary. |
|
|
| | |
|
|
| • | Introduced a requirement that if the executive officer
is below the ownership guideline amounts during the first five years, he or she must retain at least 50% of all shares acquired
upon vesting of equity awards or the exercise of stock options until compliance is achieved. This new requirement is in addition
to the existing requirement of 100% retention if the guidelines are not met after five years. |
|
|
| | |
|
We value the feedback provided by our shareholders and look forward
to continued, open dialogue on compensation matters and other issues relevant to our business.
THE BOARD OF DIRECTORS, UPON RECOMMENDATION
OF THE 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.”
2015 Proxy Statement │ TARGET CORPORATION 70
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 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 Compensation Committee.
The Board believes that the
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, as evidenced by our outreach
and response to the 2013 and 2014 Say on Pay votes, 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.
2015 Proxy Statement │ TARGET CORPORATION 71
ITEM FOUR |
APPROVAL OF AMENDED AND RESTATED TARGET CORPORATION
2011 LONG-TERM INCENTIVE PLAN |
INTRODUCTION
The Board of Directors considers stock-based incentive compensation
an essential tool to attract and retain team members of outstanding ability and to align the interests of our management and Board
with the interests of our shareholders. Consistent with this view, in March 2011 and June 2011, respectively, the Board and shareholders
approved the 2011 Long-Term Incentive Plan (referred to as the “2011 Plan”) that allows us to grant several different
types of stock-based compensation awards, which gives us flexibility to adapt awards to changes in corporate objectives and the
market. In March 2015, the Board approved, subject to shareholder approval, an amendment and restatement of the 2011 Plan (referred
to as the “2015 Restatement” or the plan) to:
• | Authorize
an
additional
20,000,000
shares
for
issuance; |
| |
• | Approve
the
material
terms
of
the
2011
Plan’s
performance
goals
in
connection
with
Internal
Revenue
Code
Section
162(m); |
| |
• | Increase
the
individual
limit
for
full
value
awards
intended
to
qualify
as
performance-based
compensation
under
Internal
Revenue
Code
Section
162(m)
from
1,000,000
shares
in
any
consecutive
36-month
period
for
“covered
employees”
to
2,000,000
shares,
which
the
Committee
determined
is
appropriate
as
a
result
of
the
change
in
the
mix
of
our
annual
grant
from
50%
performance-based
full
value
awards
to
100%
performance-based
full
value
awards
beginning
in
fiscal
2013;
and |
| |
• | Change
the
plan
default
for
acceleration
of
restricted
stock,
restricted
stock
units
and
performance
awards
upon
a
Change-in-Control
to
double-trigger
pro-rata
acceleration
based
on
the
number
of
months
that
have
elapsed
in
the
applicable
restriction
or
performance
period
prior
to
the
termination
of
employment
following
the
change-in-control. |
Additional Authorized Shares. The 2011 Plan authorized
an aggregate of 40,000,000 shares for issuance under the plan. By approving the 2015 Restatement, shareholders would authorize
an additional 20,000,000 shares for issuance, bringing the total authorized shares under the plan to 60,000,000. Of the 40,000,000
shares previously authorized, 15,941,950 shares remained available for new grants as of April 13, 2015. As a result, if shareholders
approve this proposal, the pool of shares available for future awards under the plan for grants going forward will be 35,941,950
shares, plus any shares attributable to awards already made under the 2011 Plan or under an earlier stock plan (a “Prior
Plan”) of Target which are subsequently forfeited, expire unexercised or are otherwise not issued and can be returned to
the share pool. There were 26,966,722 of those shares (i.e., shares subject to outstanding awards) as of April 13, 2015.
Performance Goals. Shareholder approval
of the 2011 Plan allowed us to preserve the tax deduction for some of our performance-based officer compensation payable under
the 2011 Plan that otherwise may have exceeded the deduction limit established by Internal Revenue Code Section 162(m) (“Section
162(m)”) (see “Federal Income Tax Consequences—Section 162(m) Limit” below). The approval obtained in
June 2011, however, is only effective for five years. In order to preserve the tax deduction for future performance-based awards
that are subject to Section 162(m), the Board decided to seek shareholder approval of the material terms of the plan’s performance
goals as part of the 2015 Restatement. The list of performance goals is the same as in the original 2011 Plan, except we adjusted
the performance goals related to our credit card segment, which was eliminated in connection with the sale of our credit card
receivables in 2013, to be more broadly applicable to our business.
Individual Limit for Performance-Based
Full Value Awards. The 2011 Plan contains limits on performance-based awards that can be granted over any consecutive 36-month
period to a participant who is, or is likely to be, a “covered employee” for purposes of Section 162(m) as of the
end of the tax year, including a 1,000,000 share limit for performance-based full value awards (e.g., stock-settled performance
awards, restricted stock, restricted stock units, performance-based restricted stock units and performance share units). The Committee
determined it is appropriate, as part of the 2015 Restatement, to increase that 1,000,000 share limit to 2,000,000 shares as a
result of the change in the mix of our annual grant from 50% performance-based full value awards to 100% performance-based full
value awards beginning in fiscal 2013.
Double-Trigger Pro Rata Vesting.
The 2011 Plan provided for single-trigger pro-rated acceleration of restricted stock, restricted stock units and performance awards
based on the number of months that have elapsed in the applicable restriction or performance period prior to the change in control.
The 2015 Restatement now provides for double-trigger pro-rata acceleration of restricted stock, restricted stock units and performance
awards based on the number of months that have elapsed in the applicable restriction or performance period prior to the termination
of employment following the change-in-
2015 Proxy Statement │ TARGET CORPORATION 72
control. In each case, the pro-rata fraction is multiplied by
100% of the goal payout of the performance award. The 2015 Plan Restatement also contains a provision that ensures a participant
does not receive fewer shares due to termination following a change-in-control than he or she would have received as a result
of a similar termination absent a change-in-control.
PLAN
CORPORATE GOVERNANCE FEATURES AND PRACTICES
The 2015 Plan Restatement and our equity grant practices follow
many leading corporate governance practices:
|
|
|
|
|
|
FEATURE |
|
DESCRIPTION |
|
|
PLAN PROVISIONS AND OUR PRACTICES |
|
|
Independent
Administration |
|
Administered by our independent Compensation Committee. |
|
|
Fungible
Share Pool |
|
Uses a fungible share pool model in which full value awards count as two shares against the plan reserve. |
|
|
Individual
Limits for Performance-Based
Awards |
|
Contains limits on awards intended to qualify as
performance-based compensation under Internal Revenue Code Section 162(m) that can be granted over any consecutive 36-month period for “covered employees”: |
|
|
|
|
• |
4,000,000 share limit for options and/or stock appreciation rights; |
|
|
|
|
• |
2,000,000 share limit for performance-based full value awards;
and |
|
|
|
|
• |
$15,000,000 limit for cash-settled performance-based full value
awards. |
|
|
Fixed
10-Year Term |
|
Has a fixed 10-year term ending on March 9, 2021. |
|
|
Minimum
Exercise Price |
|
Requires that stock options and stock appreciation rights must have an exercise price of no less than fair market value. |
|
|
Minimum
Vesting Requirements |
|
Generally requires a minimum vesting period of three years for time-based awards and a minimum performance period of one year for performance-based awards. |
|
|
Dividend
Equivalents |
|
Requires that any dividend equivalents paid on awards that have performance-based or service-based vesting conditions be subject to the same restrictions as the underlying shares, and prohibits dividend equivalents on stock options and stock appreciation rights. |
|
|
Clawback
Policy |
|
Contemplates that awards will be subject to any compensation recovery, or “clawback,” policy in effect at the time. |
|
|
No
Repricing or Buyouts |
|
Option and stock appreciation right repricing and cash buyouts
are prohibited without explicit shareholder approval. |
|
|
No
Evergreen Features |
|
Does not contain any evergreen features which would automatically
provide for an increase in the shares available for grant. |
|
|
No
Liberal Share Recycling |
|
Does not permit liberal share recycling of either full
value awards or options or stock appreciation rights. In particular, any shares tendered or withheld to pay the exercise price
or satisfy a tax withholding obligation in connection with any award, any shares we repurchase using option exercise proceeds,
and any shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock
appreciation right on its exercise may not be used again for new grants. |
|
|
No
Option Reloading |
|
We do not grant reload options. |
|
|
CHANGE
IN CONTROL |
|
|
|
|
|
No
liberal Change-in-Control definition |
|
Our change-in-control definition does not permit acceleration of equity awards unless an actual change- in-control occurs and the terms of the equity awards provide for such acceleration. |
|
|
Double-Trigger
Vesting of Options and Stock Appreciation Rights |
|
The plan default is double-trigger stock option and stock appreciation right vesting. |
|
|
Double-Trigger
Pro Rata Vesting of Full Value Awards |
|
The plan default is double-trigger pro-rata acceleration of restricted stock, restricted stock units and performance awards based on the number of months that have elapsed in the applicable restriction or performance period prior to the termination of employment following the change-in-control. |
|
|
No
Excise Tax Gross-ups |
|
Excise tax gross-ups are not permitted on any equity award grants. |
|
|
|
|
|
|
2015 Proxy Statement │ TARGET CORPORATION 73
SUMMARY
OF THE PLAN
The principal features of the 2015 Restatement
are summarized below. The summary is subject, in all respects, to the terms of the 2015 Restatement, which is attached as Appendix
B to this proxy statement and is marked to show changes from the 2011 Plan.
Name of Plan; Effective Date.
The plan will be named the “Amended and Restated Target Corporation 2011 Long-Term Incentive Plan.” The 2015 Restatement
became effective March 11, 2015, subject to shareholder approval at the Annual Meeting.
Purpose. The purpose of the
plan is to advance the performance and long-term growth of Target by offering long-term incentives to team members and directors
of Target and our subsidiaries and to our advisors or consultants who the Compensation Committee determines will contribute to
the our growth and performance for the benefit of shareholders. The plan is also intended to facilitate recruiting and retaining
team members of outstanding ability.
Plan Administration. Our independent
Compensation Committee (the “Committee”) will administer all aspects of the plan. The Committee is composed of persons
who are both non-employee directors, as defined under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and “outside
directors” within the meaning of Section 162(m). All of the members of the Committee also meet the director independence
criteria established by the NYSE. The Committee has the authority to, among other things:
• | select
participants
to
receive
awards,
determine
the
timing
of
awards,
and
determine
the
types
of
awards
and
number
of
shares
covered
by
the
awards; |
| |
• | establish
the
terms
of
awards,
including
the
performance
criteria
and
restrictions
of
the
awards
and
whether
the
awards
are
settled
in
cash
or
shares; |
| |
• | administer
outstanding
awards,
including
approval
of
any
amendment
to
an
award;
and |
| |
• | establish
rules
interpreting
the
plan. |
The Committee may delegate its authority
to a subcommittee of directors and/or, for purposes of determining and administering awards to persons who are not subject to
the reporting requirements of Section 16 of the Securities Exchange Act of 1934, our officers.
Eligibility. Any officer,
employee, director, advisor or individual consultant of Target or any of its subsidiaries is eligible for any type of award, except
for incentive stock options which can only be granted to employees of Target or its subsidiaries. We currently have over 347,000
employees and 10 non-employee directors. The selection of participants and the nature and size of grants and awards are within
the discretion of the Committee, subject to the terms of the plan. Consequently, we cannot specifically identify those employees,
directors or other participants to whom awards may be granted under the plan since no such determination has been made.
Types of Awards; Dividends and
Dividend Equivalents. The plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation
rights (“SARs”), restricted stock, restricted stock units and performance awards, which can include performance shares,
performance share units and performance units. The plan permits dividends on restricted stock if determined by the Committee,
provided that any dividends, other than regular quarterly cash dividends on service-based vesting restricted stock, must be subject
to the same restrictions as the underlying shares. The plan also permits dividend equivalents on other full value awards if determined
by the Committee, provided that any dividend equivalents on full value awards subject to performance-based or service-based conditions
must be subject to the same restrictions as the underlying awards. The plan does not permit dividend equivalent on stock options
or stock appreciation rights.
Authorized Shares; Individual
Limits. The plan, as amended and restated, authorizes the issuance of 60,000,000 shares. As a result, as of April 13, 2015,
an aggregate of 35,941,950 shares remained available for grant under the 2015 Restatement and an aggregate of 26,966,722 shares
were subject to outstanding grants under our prior equity compensation plans, including the prior Long-Term Incentive Plan.
In determining the number of shares that
remain available for grant, each stock option or stock appreciation right granted under the plan will reduce the number of shares
available for grant by one share for every one share granted, and except as provided below, each award other than a stock option
or stock appreciation right (referred to as a “full value award”) will reduce the number of shares available for grant
by two shares for every one share granted. If two awards are granted in tandem, so that only awards of one type can be exercised,
only the award that would result in the higher reduction of the number of shares available will be counted.
Any shares of common stock subject to an
award under the plan, or to an award under the Prior Plan that is outstanding on the date the plan was originally adopted, that
expires, is forfeited, or is settled or exchanged for cash or other property will, to the extent of such expiration, forfeiture,
settlement or exchange, automatically again become available for issuance under the plan. Each share that again becomes available
for issuance will be added back as (a) one share if the share was subject to an option or stock appreciation right granted under
either the plan or the Prior Plan, or (b) as two shares if the share was subject to a full-value award under the plan or the Prior
Plan. However, any shares tendered or withheld to pay the exercise price or satisfy a tax withholding obligation in connection
with any award, any shares we repurchase using option exercise proceeds, and any shares subject to a stock appreciation right
that are not issued in connection with the stock settlement of the stock appreciation right on its exercise may not be used again
for new grants.
Awards granted under the plan upon the assumption
of, or in substitution for, outstanding equity awards previously granted by an entity acquired by us or any of our subsidiaries
will not reduce the number of shares of common stock authorized for
2015 Proxy Statement │ TARGET CORPORATION 74
issuance under the plan. Additionally, if
a company acquired by us or any of our subsidiaries has shares available under a pre-existing plan approved by shareholders and
not adopted in contemplation of such acquisition, the shares available for grant pursuant to the terms of that pre-existing plan
may be used for awards under the plan and will not reduce the shares authorized for issuance under the plan, but only if the shares
are used for awards made to individuals who were not employed by or providing services to us or any of our subsidiaries immediately
prior to such acquisition.
A participant who is, or is likely to be,
a “covered employee” for purposes of Code Section 162(m) as of the end of the tax year cannot during any consecutive
36-month period be granted awards under the plan intended to qualify as performance-based compensation under Code Section 162(m)
that could result in the individual receiving, earning or acquiring:
• | Stock
options
and
stock
appreciation
rights,
in
the
aggregate,
for
more
than
4,000,000
shares
of
common
stock; |
• | Full
value
awards
(e.g.,
stock-settled
performance
awards,
restricted
stock,
restricted
stock
units,
performance-based
restricted
stock
units
and
performance
share
units)
in
the
aggregate,
for
more
than
2,000,000
shares
of
common
stock;
and |
• | Cash-settled
performance
units
with
a
value
exceeding
$15,000,000. |
AWARD
TERMS
Stock Options. The Committee may
grant to participants options to purchase common stock that qualify as incentive stock options for purposes of Section 422 of
the Internal Revenue Code (“incentive stock options”), options that do not qualify as incentive stock options (“non-qualified
stock options”) or a combination of those types. The terms and conditions of stock option grants, including the number of
shares, exercise price, vesting periods, and other conditions on exercise, will be determined by the Committee.
The per share exercise price for stock options
will be determined by the Committee in its discretion, but may not be less than the fair market value of one share of our common
stock on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of
more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise price may not
be less than 110% of the fair market value of one share of common stock on the date the stock option is granted. On April 7, 2015,
the fair market value of a share of common stock was $82.61 based on the closing sale price of our common stock on the NYSE on
such date.
Stock options must be exercised within a
period fixed by the Committee that may not exceed ten years from the date of grant, except where an employee terminates due to
death and has one full year to exercise following his or her death.
At the Committee’s discretion, payment
for shares of common stock on the exercise of stock options may be made in cash, in shares of our common stock held by the participant,
by withholding a number of shares otherwise deliverable upon exercise of the option, or in any manner acceptable to the Committee
(including one or more forms of broker-assisted “cashless” exercise).
Stock Appreciation Rights.
The Committee may grant to a participant an award of stock appreciation rights, which entitles the participant to receive, upon
its exercise, a payment equal to (a) the excess of the fair market value of a share of common stock on the exercise date over
the stock appreciation right exercise price, times (b) the number of shares of common stock with respect to which the stock appreciation
right is exercised. The payment upon exercise of a stock appreciation right may be in cash, shares of common stock, or any combination
thereof, as approved by the Committee in its sole discretion.
The per share exercise price for a stock
appreciation right will be determined by the Committee in its discretion, but may not be less than the fair market value of one
share of our common stock on the date when the stock appreciation right is granted. Stock appreciation rights must be exercised
within a period fixed by the Committee that may not exceed ten years from the date of grant, subject to the same exception as
described above for stock options.
Restricted Stock and Restricted
Stock Units. The Committee may award to a participant shares of common stock subject to specified restrictions. Shares of
restricted stock are subject to forfeiture if the participant does not meet certain conditions such as continued employment over
a specified vesting period, subject to limited exceptions for certain termination events, and/ or the attainment of specified
company performance objectives over a specified performance period.
The Committee also may award to a participant
restricted stock units, each representing the right to receive in the future, in cash and/or shares of our common stock as determined
by the Committee, the fair market value of a share of common stock subject to the achievement of one or more goals relating to
the completion of a specified period of service by the participant and/or the achievement of specified performance or other objectives.
The terms and conditions of restricted stock and restricted stock unit awards are determined by the Committee.
Performance Awards. The Committee
may grant awards subject to performance-based vesting conditions and other restrictions, such as performance share units and performance-based
restricted stock units. The performance award may be made in the form of a number of shares, a right to receive a number of shares
or a cash amount. The performance award will typically set a goal payout amount and may provide for variable payout amounts based
on performance above or below the performance threshold corresponding to the goal payout amount.
2015 Proxy Statement │ TARGET CORPORATION 75
For awards subject to
performance-based vesting conditions the Committee establishes the performance goals on or before the date of grant of the
award and within a reasonable period of time after the beginning of the performance period. The Committee also establishes
the performance period (not less than one year) and the amount payable at various performance levels. At any time prior to
payment, the Committee can adjust awards for the effect of unforeseen events that have a substantial effect on the
performance goals and would otherwise make application of the performance goals unfair. However, the Committee may not
increase the amount that would otherwise be payable under an award intended to constitute performance-based compensation
under Section 162(m) of the Internal Revenue Code.
The performance goals are set at the sole
discretion of the Committee and may be based upon criteria including one or more of the following:
|
|
|
|
PERFORMANCE GOAL CRITERIA |
|
|
• |
Net sales |
• |
Comparable
store sales |
|
|
• |
Total revenue |
• |
Gross margin rate |
|
|
• |
Selling, general and
administrative expense rate |
• |
Earnings before interest,
taxes, depreciation and amortization |
|
|
• |
Earnings before interest and taxes |
• |
Earnings before taxes |
|
|
• |
Net earnings |
• |
Earnings per share |
|
|
• |
Target Corporation share price |
• |
Total shareholder return |
|
|
• |
Return on equity |
• |
Return on sales |
|
|
• |
Return on assets |
• |
Return on invested capital |
|
|
• |
Cash flow return on
investment |
• |
Economic value added |
|
|
• |
Profitability |
• |
Pre-tax return on invested capital |
|
|
• |
Credit card spread to
LIBOR |
• |
Operating cash flow |
|
|
• |
Free cash flow |
• |
Working capital |
|
|
• |
Interest coverage |
• |
Net debt to earnings
before interest, taxes, depreciation, amortization and rent expense ratio |
|
|
• |
Debt leverage |
• |
Total net debt |
|
|
|
|
|
|
|
The specific performance goals may be absolute
in their terms, on a per share basis, as a growth rate or change from preceding periods, or as a comparison to the performance
of specified companies or other external measures, and may relate to one or any combination of corporate, group, unit, division,
subsidiary or individual performance.
Changes in Capitalization and
Fundamental Changes; Change-in-Control. In the event of a change in our capitalization that constitutes an equity restructuring,
such as a stock split, the Committee will make adjustments to the number of authorized shares and the individual limitations set
forth above, and the Committee may, but need not, make adjustments in the case of other changes. In the event of certain fundamental
changes, such as a merger or sale of all or substantially all of our assets, the Committee may provide for assumption of outstanding
awards by the successor entity or cash-out stock options and stock appreciation rights based on the consideration to be received
by shareholders in the fundamental change transaction.
Unless otherwise provided in an award agreement,
the plan provides for single-trigger acceleration of any awards that are not assumed or replaced in a change-in-control, and double-trigger
acceleration if the awards are assumed or replaced. Double-trigger acceleration requires both a change-in-control and the participant’s
employment terminating without “cause” or for “good reason”. For this purpose, “cause” is
defined in any agreement with the participant or otherwise means the participant’s deliberate and serious disloyal or dishonest
conduct in the course of employment that justifies and results in prompt discharge under our policies and practices. A termination
is for “good reason” if the participant’s position, authority, duties or responsibilities are significantly
diminished, the participant’s compensation, incentive opportunities or aggregate employee benefits are reduced, or if the
participant is required to work at a place that is more than 40 miles from the participant’s principal work site prior to
the change-in-control.
2015 Proxy Statement │ TARGET CORPORATION 76
Options and stock appreciation rights become
exercisable if the termination occurs within two years of the change-in-control. Restricted stock, restricted stock units and
performance awards have double-trigger pro-rata acceleration based on the number of months that have elapsed in the applicable
restriction or performance period prior to the termination of employment following the change-in-control as a fraction of the
number of months in the restriction or performance period. In the case of performance awards, the awards will assume a goal payout
following a change-in-control, which will be subject to the proration. The 2015 Plan Restatement also contains a provision that
ensures a participant does not receive fewer shares due to termination following a change-in-control than he or she would have
received as a result of a similar termination absent a change-in-control.
Term. The plan has a 10-year
term from the 2011 Plan’s original approval date that will expire on March 9, 2021 or any earlier termination of the plan
by the Board or the distribution of all shares under the plan.
Amendment or Termination.
The Board may terminate or amend the plan at any time, except that shareholder approval is required for any amendment that requires
shareholder approval under the rules of the NYSE. Except as required by law, termination or amendment of the plan may not materially
impair the rights of any participant without his or her consent. In addition, no “underwater” option or stock appreciation
right may be repriced in any manner (except for anti-dilution adjustments) without shareholder approval.
Withholding. Distributions
under the plan are subject to any required withholding taxes and other withholdings. The plan provides that we may require a participant
to pay cash to cover required withholdings or pay part or all of the withholdings by having shares of common stock withheld or
by tendering already owned shares of common stock having a market value equal to the required withholding.
FEDERAL
INCOME TAX CONSEQUENCES
The following summary constitutes a brief
overview of the principal U.S. Federal income tax consequences relating to awards that may be granted under the plan based upon
current tax laws. This summary is not intended to be exhaustive and does not describe state, local, or foreign tax consequences.
Non-Qualified Stock Options.
A participant will realize no taxable income at the time a non-qualified option is granted under the plan, but generally at the
time such non-qualified option is exercised, the participant will realize ordinary income in an amount equal to the excess of
the fair market value of the shares on the date of exercise over the option exercise price. Upon a disposition of those shares,
the difference between the amount received and the fair market value on the date of exercise will generally be treated as a long-term
or short-term capital gain or loss, depending on the holding period of the shares. We will generally be entitled to a deduction
for Federal income tax purposes at the same time and in the same amount as the participant is considered to have realized ordinary
income in connection with the exercise of a non-qualified option.
Incentive Stock Options. A
participant will realize no taxable income, and we will not be entitled to any related deduction, at the time any incentive stock
option is granted. If certain employment and holding period conditions are satisfied, then no taxable income will result upon
the exercise of such option and we will not be entitled to any deduction in connection with that exercise. Upon disposition of
the shares after expiration of the statutory holding periods, any gain realized by a participant will be taxed as long-term capital
gain and any loss sustained will be long-term capital loss, and we will not be entitled to a deduction in respect to such disposition.
While no ordinary taxable income is recognized at exercise (unless there is a “disqualifying disposition”, see below),
the excess of the fair market value of the shares over the option exercise price is a preference item that is recognized for alternative
minimum tax purposes.
Except in the event of death, if shares
acquired by a participant upon the exercise of an incentive stock option are disposed of by such participant before the expiration
of the statutory holding periods (i.e., a “disqualifying disposition”), such participant will be considered to have
realized as compensation taxed as ordinary income in the year of such disposition an amount, not exceeding the gain realized on
such disposition, equal to the difference between the option price and the fair market value of such shares on the date of exercise
of such option. Generally any gain realized on the disposition in excess of the amount treated as compensation or any loss realized
on the disposition will constitute capital gain or loss, respectively. If a participant makes a “disqualifying disposition,”
generally in the fiscal year of such “disqualifying disposition,” we will be allowed a deduction for Federal income
tax purposes in an amount equal to the compensation realized by such participant.
If the participant pays the option price
with shares that were originally acquired pursuant to the exercise of an incentive stock option and the statutory holding periods
for such shares have not been met, the optionee will be treated for tax purposes as having made a “disqualifying disposition”
of such shares.
Exercise with Shares. An optionee
who pays the purchase price upon exercise of an option, in whole or in part, by delivering already owned shares of our common
stock will generally not recognize gain or loss on the shares surrendered at the time of such delivery, except under certain circumstances
relating to incentive stock options. Rather, such gain or loss recognition will generally occur upon disposition of the shares
acquired in substitution for the shares surrendered.
2015 Proxy Statement │ TARGET CORPORATION 77
SARs. A grant of SARs has
no federal income tax consequences at the time of grant. Upon the exercise of SARs, the value of the shares and cash received
is generally taxable to the grantee as ordinary income, and we generally will be entitled to a corresponding tax deduction.
Restricted Stock. A participant
receiving restricted stock under the plan may be taxed in one of two ways: the participant (a) pays tax when the restrictions
lapse, or (b) makes a special election to pay tax in the year the grant is made. At either time, the value of the award for tax
purposes is the excess of the fair market value of the shares at that time over the amount (if any) paid for the shares. This
value is taxed as ordinary income and is subject to income tax withholding. We receive a tax deduction at the same time and for
the same amount taxable to the participant. If a participant elects to be taxed at grant, then, when the restrictions lapse, there
will be no further tax consequences attributable to the awarded stock until disposition of the stock.
Restricted Stock Units. In
general, no taxable income is realized by a participant in the plan upon the grant of a restricted stock unit award. Such participant
generally would include in ordinary income the fair market value of the award of stock at the time shares of stock are delivered
to the participant. We generally will be entitled to a tax deduction at the time and in the amount that the participant recognizes
ordinary income.
Performance Shares. The participant
will not realize income when a performance share is granted, but will realize ordinary income when shares and cash are transferred
to the participant. The amount of such income will be equal to the fair market value of such transferred shares on the date of
transfer and the cash received in lieu of shares. We will be entitled to a deduction for Federal income tax purposes at the same
time and in the same amount as the participant is considered to have realized ordinary income as a result of the transfer of shares
and cash to the participant.
Performance Units. In general,
no taxable income is realized by a participant in the plan upon the grant of performance units. At the time of payment, such participant
generally would include in ordinary income the dollar amount received with respect to the performance units and the fair market
value of any shares of common stock delivered. We generally will be entitled to a tax deduction with respect to the amounts paid
at the time that the participant recognizes ordinary income.
Section 162(m) Limit. The
plan is intended to enable us to provide certain forms of performance-based compensation to executive officers that will meet
the requirements for tax deductibility under Section 162(m). Section 162(m) provides that, subject to certain exceptions, we may
not deduct compensation paid to any one of certain executive officers in excess of $1 million in any one year. Section 162(m)
excludes certain performance-based compensation from the $1 million limitation.
NEW
PLAN BENEFITS
As described above, the Committee, in its
discretion, will select the participants who receive awards and the size and types of those awards, if the plan is approved by
shareholders. It is, therefore, not possible to predict the awards that will be made to particular individuals or groups under
the plan. Performance shares awarded to the named executive officers in fiscal 2014 under the 2011 Plan are set forth in the Grants
of Plan-Based Awards in Fiscal 2014 table. The value of restricted stock awarded to non-employee directors in fiscal 2014 under
the 2011 Plan are set forth in the Director Compensation table.
THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE “FOR” APPROVAL OF THE AMENDED AND RESTATED TARGET CORPORATION 2011 LONG-TERM INCENTIVE PLAN.
2015 Proxy Statement │ TARGET CORPORATION 78
ITEM FIVE |
SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN |
John Chevedden, 2215 Nelson Avenue, No.
205, Redondo Beach, CA 90278, who held more than $2,000 of shares of common stock on January 7, 2015, intends to submit the following
resolution to shareholders for approval at the 2015 annual meeting (the language below in the “Resolution” and “Shareholder’s
Supporting Statement” is reproduced without alteration):
RESOLUTION
Proposal 5 – Independent Board
Chairman
RESOLVED: The
shareholders request our Board of Directors to adopt as policy, and amend the bylaws as necessary, to require the Chair of
the Board of Directors, whenever possible, 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 did not violate any existing agreement. If the Board
determines that a Chair 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 Chair.
SHAREHOLDER’S
SUPPORTING STATEMENT
When our CEO is our board chairman, this
arrangement can hinder our board’s ability to monitor our CEO’s performance. Many companies already have an independent
Chairman. An independent Chairman is the prevailing practice in the United Kingdom and many international markets. This proposal
topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix.
This topic is particularly important for
Target since our Lead Director, James Johnson, is supposed to serve in a checks and balances role in regard to our new CEO/Chairman
Brian Cornell. However, Mr. Clark [sic] had 19-years long-tenure to compromise his independence and received our highest
negatives votes – a whooping 36%.
Our clearly improvable corporate governance
(as reported in 2014) is an added incentive to vote for this proposal:
GMI Ratings, an independent investment research
firm, rated our board D. Seven of our 10 directors received 19% to 36% in negative votes in 2014. This included every member of
our audit committee and half our executive pay committee.
Anne Mulcahy and Roxanne Austin were potentially
over extended with 4 or 5 director seats each on public companies. Plus Ms. Mulcahy (36% in negative votes) and Ms. Austin (21%
in negative votes) were assigned to our audit committee which is the most demanding committee assignment.
GMI said multiple related party transactions
and other potential conflicts of interest involving our company’s board or senior managers should be reviewed in greater
depth. Two shareholder actions were filed against Target directors and officers following a major data breach, alleging that they
failed to ensure Target had adequate data security and that they made false and misleading statements and failed to take adequate
steps to protect Target in the wake of the breach, April 2014.
Returning to the core topic of this proposal
from the context of our clearly improvable corporate governance, please vote to protect shareholder value:
Independent Board Chairman – Proposal
5
POSITION
OF THE BOARD OF DIRECTORS
The Board of Directors has
considered this proposal and continues to believe that its adoption at this time is not in the best interests of Target or
our shareholders. The Board believes that any decision to maintain a combined Chair/CEO role or to separate these roles
should be based on the specific circumstances of a corporation, the independence 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 prefers to maintain the
flexibility to determine which leadership structure best serves the interests of Target based on the circumstances. The Board
regularly reevaluates its Board leadership structure as part of the Board evaluation process described under “Board
Evaluations” on page 18.
2015 Proxy Statement │ TARGET CORPORATION 79
The Board believes that its current leadership
structure and governance practices allow it to provide effective, independent oversight of our company. Specifically:
• | Our Corporate Governance Guidelines require us to have
a Lead Independent Director with significant responsibilities that are described in detail on pages 11-12 whenever the roles of
Chair and CEO are combined, as they are currently. |
| |
• | Our Lead Independent Director is elected annually by the
independent, non-management directors, and that position transitioned to Doug Baker in March 2015. |
| |
• | 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 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,
Nominating & Governance, and 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. |
As explained under “Board Leadership
Structure” on page 11 of this proxy statement, during the past year the Board supplemented its review of its
leadership structure with the assistance of a third-party organizational consultant. The additional review was primarily
driven by two events. First, the same shareholder submitted this proposal at our 2014 Annual Meeting and it received
approximately 46% support of the shares voted. Second, we hired a new CEO. At the time the Board was engaged in its comprehensive
CEO search, the Board made it clear that a decision of whether to combine the Chair and CEO roles would be candidate-specific.
The Board concluded that Mr. Cornell’s 30 years of relevant experience, including his CEO and public company board
experience, provide the proper leadership qualifications and sensitivity to the different roles of management and the Board. The
Board worked directly with the third-party organizational consultant to review its leadership structure, organization and functioning
in arriving at an optimal leadership structure. This review included discussion of the academic studies that compare an independent
chair model with a combined chair/CEO model and the attributes necessary in a Lead Independent Director to foster strong independent
leadership if the chair/CEO roles are combined.
The Board’s decision to offer Mr.
Cornell both the Chairman and CEO positions is also expected to serve Target’s goals by allowing Mr. Cornell to coordinate
the development, articulation and execution of a unified strategy at the Board and management levels. The Board has maintained
its view that Target should have the flexibility to determine whether to combine or separate the roles of chair and CEO. Through
shareholder engagement meetings following Mr. Cornell’s appointment, we concluded that, although shareholders expressed
different views on their preferred leadership structure, there was no prevailing theme on a preferred structure for Target Corporation.
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 approach to this issue on a regular basis.
THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE “AGAINST” THE SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN.
ITEM SIX |
SHAREHOLDER PROPOSAL TO ADOPT A POLICY PROHIBITING DISCRIMINATION
“AGAINST” OR “FOR” PERSONS |
Thomas Strobhar, 3183 Beaver Vu Drive, Ste.
A, Beavercreek, Ohio 45434, who held more than $2,000 of shares of common stock on January 14, 2015, intends to submit the following
resolution to shareholders for approval at the 2015 annual meeting (the language below in the “Resolution” and “Shareholder’s
Supporting Statement” is reproduced without alteration):
RESOLUTION
The shareholders request the Board of Directors
to institute the following policy:
There shall be no discrimination against
or discrimination for persons based on race, religion, gender, or sexual orientation in hiring, vendor contracts or customer relations,
except where required by law.
2015 Proxy Statement │ TARGET CORPORATION 80
SHAREHOLDER’S
SUPPORTING STATEMENT
“The best way to stop discrimination
on the basis of race, is to stop discriminating on the basis of race.”- John Roberts, Chief Justice of the Supreme Court
of the United States
Our country was founded on the principal
of equality. Thousands of Americans have given their “last full measure of devotion” for this principal. We dishonor
them by continuing practices that are inherently discriminatory. We cannot discriminate “for” a particular group of
persons, for whatever reason, without discriminating “against” another group. Let us resolve to commit our company
to true equality.
POSITION
OF THE BOARD OF DIRECTORS
This shareholder submitted this same proposal
at the 2014 Annual Meeting and it received just over 3% support. The Board of Directors has reconsidered this proposal in light
of that result and continues to believe its adoption at this time is not in the best interests of Target or our shareholders because
we already have policies and practices that the Board believes and, based on last year’s voting results, our shareholders
believe substantially address the proposal. Our existing equal opportunity policy provides that our employment practices will
be implemented without regard to race, color, national origin, sex (including pregnancy), religious beliefs, age, disability,
sexual orientation, gender identity or expression, citizenship status, military status, genetic information or any other basis
protected by federal, state or local fair employment practice laws. In addition, our Standards of Vendor Engagement require our
vendors to comply with local laws and seek to eliminate workplace discrimination based on race, gender, personal characteristics
or beliefs.
Our policies and practices comply
with and are permitted by law, but the proposal seeks to limit our policies and practices to only those required by law.
The Board believes that arbitrarily limiting our legally permissible activities would put the company at a competitive disadvantage.
In particular, the Board believes the proposal would interfere with our ability to tailor our employment, benefits and sourcing
policies and to attract and retain a diverse workforce and vendor base.
At the heart of our company are the diverse
backgrounds and perspectives of our more than 347,000 Target team members. The diversity of our team fosters a unique, inclusive
culture that is collaborative, dynamic and guided by our shared commitment to delivering outstanding results. The market insight,
community building and commitment of our African American, Asian American, Hispanic, LGBTA, Women’s and Military Business
Councils help make Target a great place to work and inform business decisions that create a competitive advantage. Our Vice President
of Diversity & Inclusion leads a team that works to integrate the Business Councils with our company-wide diversity strategy.
We also believe it is important that
our stores and merchandise reflect the communities in which we operate. As a result, we actively recruit and engage diverse suppliers
and business partners through meaningful participation in national and local organizations focused on diverse business development.
In addition, we extend this commitment to our involvement in many innovative programs, partnerships and sponsorships that share
our objective of fostering an inclusive culture. We care about the needs of the communities we serve, and embrace their diversity
through our support. Information regarding our diversity programs is located at www.target.com/diversity.
We believe the Board and management are
in the best position to determine the most effective approach to hiring, vendor contracts and customer relations, while complying
with all applicable laws. For these reasons, we believe that adopting this proposal would not be in the best interests of Target
or its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE “AGAINST” THE SHAREHOLDER PROPOSAL TO ADOPT A POLICY PROHIBITING DISCRIMINATION “AGAINST”
OR “FOR” PERSONS.
2015 Proxy Statement │ TARGET CORPORATION 81
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING AND VOTING
| 1. | WHAT
IS THE PURPOSE OF OUR ANNUAL MEETING? |
Our Annual Meeting provides shareholders
with the opportunity to act upon the items of business described in the accompanying Notice of 2015 Annual Meeting of Shareholders.
In addition, the Annual Meeting serves as a forum where our management reports on Target’s performance during fiscal 2014
and responds to questions from shareholders.
| 2. | WHAT
IS INCLUDED IN THE PROXY MATERIALS? |
The proxy materials for our 2015 Annual
Meeting of Shareholders include the accompanying Notice of 2015 Annual Meeting of Shareholders, this proxy statement and our Annual
Report on Form 10-K for the year ended January 31, 2015 (Annual Report). If you received a paper copy of these materials, the
proxy materials also include a proxy card or voting instruction form.
| 3. | WHAT
IS A PROXY AND WHAT IS A PROXY STATEMENT? |
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 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 2015 Annual Meeting of Shareowners—Brian C. Cornell, John J. Mulligan and Timothy R. Baer. A
proxy statement is the document that contains the information the Securities and Exchange Commission (SEC) rules require us to
provide when we ask you to sign a proxy designating individuals to vote on your behalf.
| 4. | WHAT
IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A REGISTERED SHAREHOLDER AND AS A BENEFICIAL
OWNER? |
If your shares are registered directly in
your name with Target’s transfer agent, Wells Fargo 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.
| 5. | WHO
MAY VOTE AND WHAT CONSTITUTES A QUORUM FOR THE ANNUAL MEETING? |
Only registered shareholders or beneficial
owners holding our outstanding shares at the close of business on the record date, April 13, 2015, are entitled
to receive notice of the 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, 639,121,710 shares of our common stock were outstanding.
We need a quorum to be able to hold the
Annual Meeting. The presence at the 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 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) entering
the Control Number found on your proxy card or Notice and following the instructions
on the website. If you are a beneficial owner holding shares outside of Target’s
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 Notice, entering the Control number found on the voter instruction form or 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 8, 2015. For all registered shareholders or other beneficial owners, the
deadline is 11:59 p.m. Eastern Daylight Time on June 9, 2015. |
2015 Proxy Statement │ TARGET CORPORATION 82
| • | 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 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 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 8, 2015. For all registered
shareholders or other beneficial owners, the deadline is 11:59 p.m. Eastern Daylight
Time on June 9, 2015. |
| • | 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 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 Annual Meeting or,
for participants in the Target 401(k) Plan, by 6:00 a.m. Eastern Daylight Time on June 8, 2015. |
In addition, you may vote in person at the
Annual Meeting if you follow these procedures:
| • | In
Person. If you are a registered shareholder you may vote in person at the 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 meeting and vote in person or legally appoint another proxy to vote
on your behalf. Registered shareholders and beneficial owners planning to attend the
meeting and vote in person must follow the instructions provided in Question 12 “How
can I attend the Annual Meeting?” on page 85. |
| 7. | WHAT
HAPPENS IF I DO NOT PROVIDE INSTRUCTIONS ON HOW TO VOTE OR IF OTHER MATTERS ARE PRESENTED
FOR DETERMINATION AT THE ANNUAL MEETING? |
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.
If you are a beneficial owner, you generally
cannot vote your shares directly and 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 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 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 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,
we know of no matters that will be presented for determination at the Annual Meeting other than those referred to in this proxy
statement. If any other matters properly come before the 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.
2015 Proxy Statement │ TARGET CORPORATION 83
| 8. | HOW
WILL SHARES IN THE TARGET 401(K) PLAN BE VOTED? |
This 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 by utilizing one of
the methods described on the voting instruction form that you receive in connection with your shares held in the plan. If you
do not give voting instructions, the trustee generally will vote the shares allocated to your personal account in proportion to
the instructions actually received by the trustee from participants who give voting instructions.
| 9. | WHAT
ITEMS ARE BEING VOTED UPON, HOW DOES THE BOARD RECOMMEND THAT I VOTE, AND WHAT ARE THE
STANDARDS FOR DETERMINING WHETHER ANY ITEM HAS BEEN APPROVED? |
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EFFECT OF |
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BOARD |
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VOTING APPROVAL |
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EFFECT OF |
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BROKER |
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ITEM OF
BUSINESS |
|
RECOMMENDATION |
|
STANDARD |
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ABSTENTION |
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NON-VOTE |
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Item 1: Election of 10 Directors |
|
FOR each Director Nominee |
|
More votes “FOR” than “AGAINST” |
|
No effect |
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No effect |
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|
Item 2: Ratification of Appointment of Ernst & Young LLP
as Independent Registered Public Accounting Firm |
|
FOR |
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Majority of shares present and entitled to vote(1) |
|
Vote Against |
|
Not applicable |
|
|
Item 3: Advisory Approval of Executive Compensation |
|
FOR |
|
More votes “FOR” than “AGAINST” |
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No effect |
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No effect |
|
|
Item 4: Approval of Target Corporation Amended & Restated
2011 Long-Term Incentive Plan |
|
FOR |
|
Majority of shares present and entitled to vote(1) |
|
Vote Against |
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No effect(2) |
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|
Item 5: Shareholder Proposal to Adopt a Policy for an Independent
Chairman |
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AGAINST |
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Majority of shares present and entitled to vote(1) |
|
Vote Against |
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No effect(2) |
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|
Item 6: Shareholder Proposal to Adopt a Policy Prohibiting Discrimination
“Against” or “For” Persons |
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AGAINST |
|
Majority of shares present and entitled to vote(1) |
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Vote Against |
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No effect(2) |
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| (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 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.” |
| 10. | MAY
I VOTE CONFIDENTIALLY? |
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 Annual Meeting,
except (a) to meet applicable legal requirements, (b) to allow the independent election inspectors 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 inspectors may at any time inform us whether or not a shareholder has voted.
Yes. Even after you have submitted your
proxy, you may change your vote at any time by mailing a later-dated proxy card or by voting again via telephone or Internet before
the applicable deadline—see the instructions under Question 6 “How do I vote?” on page 82. If you are a registered
shareholder, you can also change your vote by attending the meeting in person and delivering a proper written notice of revocation
of your proxy. Attendance at the meeting will not by itself revoke a previously granted proxy.
2015 Proxy
Statement │ TARGET CORPORATION 84
| 12. | HOW
CAN I ATTEND THE ANNUAL MEETING? |
Only registered shareholders or beneficial
owners of common stock holding shares at the close of business on the record date (April 13, 2015), or their duly
appointed proxies, may attend the Annual Meeting. If you plan to attend the meeting, you must:
| • | Present
a government-issued photo identification on the day of the Annual Meeting, such as a
driver’s license, state-issued ID card, or passport, and |
| • | Establish
proof of ownership using one of the following permitted methods: |
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ATTENDEE |
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PERMITTED PROOF OF OWNERSHIP |
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Registered |
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Any one of the following: |
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Shareholder |
|
• |
Registered Shareholder List. Your name will be verified against
our list of registered shareholders as of the record date; |
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• |
Proxy Card. 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”; |
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• |
Notice of Internet Availability of Proxy Materials. The Notice of
Internet Availability of Proxy Materials that you received in the mail containing a valid control number; or |
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• |
Email with Voting Instructions. 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. |
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Beneficial Owner |
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Any one of the following: |
|
|
through the Target |
|
• |
Account Statement. Your account statement showing your share ownership
as of the record date; |
|
|
401(k) Plan |
|
• |
Proxy Card. 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”; |
|
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|
• |
Notice of Internet Availability of Proxy Materials. The Notice of
Internet Availability of Proxy Materials that you received in the mail containing a valid control number; |
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|
• |
Email with Voting Instructions. 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; |
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• |
Legal Proxy. A valid legal proxy containing a valid control number
or a letter from a registered shareholder naming you as proxy; or |
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|
• |
Letter from Intermediary. A letter from a broker, trustee, bank
or nominee holding your shares confirming your ownership as of the record date. |
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Other Beneficial |
|
Any one of the following: |
|
|
Owner |
|
• |
Account Statement. Your account statement showing your share ownership
as of the record date; |
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|
• |
Voting Instruction Form. The voting instruction form you received
in the mail from your broker, trustee, bank or nominee holding your shares containing a valid control number; |
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• |
Notice of Internet Availability of Proxy Materials. The Notice of
Internet Availability of Proxy Materials that you received in the mail containing a valid control number; |
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• |
Email with Voting Instructions. 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; |
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|
• |
Legal Proxy. A valid legal proxy containing a valid control number
or a letter from a registered shareholder naming you as proxy; or |
|
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|
• |
Letter from Intermediary. 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 5, 2015 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. |
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Any person who does not have identification
and establish proof of ownership will not be admitted to the Annual Meeting.
We will decide in our sole discretion
whether the documentation you present for admission to the meeting meets the admission requirements. If you hold your shares
in a joint account, both owners can be admitted to the 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’s 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 5, 2015. Shareholders who wish to bring a guest must complete the pre-registration process and submit the guest’s name
to Target’s Investor Relations Department by that deadline. Only one guest is permitted per shareholder.
2015 Proxy
Statement │ TARGET CORPORATION 85
13. |
HOW WILL THE ANNUAL MEETING BE CONDUCTED? |
Same-day registration and admittance will
begin at 7:00 a.m. Pacific Daylight Time. We will have two separate lines, one for pre-registered attendees and one for same-day
registering attendees. If you do not pre-register for the meeting, you should allow ample time for the same-day registration, as
no attendees will be admitted after 8:10 a.m. Pacific Daylight Time. Both pre-registered attendees and same-day registering attendees
must present their identification to be admitted to the Annual Meeting.
An Annual Meeting program containing rules
of conduct for the Annual Meeting will be provided to meeting attendees. The use of cameras, video and audio recording devices
and other electronic devices at the Annual Meeting is prohibited, and such devices will not be allowed in the Annual Meeting or
any other related areas, except by credentialed media. We realize that many cellular phones have built-in digital cameras, and
while you may bring these phones into the venue, you may not use the camera function at any time.
14. |
HOW MAY
I ACCESS OR RECEIVE THE PROXY MATERIALS, OTHER PERIODIC FILINGS, KEY CORPORATE GOVERNANCE DOCUMENTS AND OTHER INFORMATION? |
You can access our proxy statement and Annual
Report, SEC filings, key corporate governance documents and other information in a number of different ways, free of charge:
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METHODS OF ACCESS |
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WEBSITE |
ELECTRONIC DELIVERY |
HARD COPY |
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Proxy Materials |
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Proxy Statement
Annual Report |
www.target.com/investors
Register to receive email alerts by entering your email address under “Investor Email Alerts.” |
Sign up at www.target.com/investors (hover over “company,”
then click on “shareholder services” in the “investors” column and click on “Sign up for E-Delivery”) |
Contact
Investor Relations:
Email
investorrelations@target.com
Phone
(800) 775-3110
Mail
Target Corporation
Attn: Investor Relations
1000 Nicollet Mall
Minneapolis, Minnesota 55403
Online
www.target.com/investors
(hover over “company” then click on “shareholder services” in the “investors”
column and click on “Request Materials”) |
|
|
Other Information |
|
|
|
|
|
Other Periodic Reports:
• Forms 10-Q
• Forms 8-K
|
www.target.com/investors
Register to receive email alerts by entering your email address under “Investor Email Alerts.” |
Contact Investor Relations:
Email
investorrelations@target.com |
Contact Investor Relations:
Email
investorrelations@target.com Phone
|
|
|
Corporate Governance Documents:
• Articles of Incorporation
• Bylaws
•
Corporate Governance Guidelines
• Board Committee Charters
•
Business Conduct Guide
|
www.target.com/investors
(hover over “company,” then click on “corporate governance” in the “investors”
column) |
|
(800)
775-3110
Mail
Target Corporation
Attn: Investor Relations
1000 Nicollet Mall
Minneapolis, Minnesota 55403 |
|
|
Corporate Responsibility Report |
https://corporate.target.com/corporate- responsibility |
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(click on “2013 Corporate Responsibility Report”) |
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2015 Proxy Statement │ TARGET CORPORATION 86
15. |
WHAT IS HOUSEHOLDING? |
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 2014 annual report or this proxy statement, please contact us in the manner described in
the immediately preceding paragraph. We will deliver the requested documents to you promptly upon receipt of your request.
16. |
HOW ARE PROXIES BEING SOLICITED AND WHO PAYS THE
RELATED EXPENSES? |
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 Georgeson Inc. to act as a proxy solicitor
for a fee estimated to be $45,000, plus reimbursement of out-of-pocket expenses. We will pay the expenses in connection with our
solicitation of proxies.
17. |
HOW CAN I COMMUNICATE WITH TARGET’S BOARD OF
DIRECTORS? |
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 may send an email to 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.
18. |
HOW DO I SUBMIT A PROPOSAL FOR ACTION AT THE 2016
ANNUAL MEETING OF SHAREHOLDERS? |
Proposals by shareholders that are submitted
for inclusion in our proxy statement for our 2016 Annual Meeting must follow the procedures provided in Rule 14a-8 under the Securities
Exchange Act of 1934. To be timely under Rule 14a-8, they must be received by our Corporate Secretary by December 29, 2015. The
contact information for our Corporate Secretary is Target Corporation, 1000 Nicollet Mall, Mail Stop TPS-2670, Minneapolis, Minnesota
55403.
If a shareholder does not submit a proposal
for inclusion in our proxy statement but does wish to propose an item of business to be considered at an annual meeting of shareholders
(other than director nominations), that 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. For our 2016 Annual
Meeting, notice must be received by March 12, 2016, 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 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.
Under our bylaws, if a shareholder plans
to nominate a person as a director at an annual meeting, the shareholder is required 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. Shareholder-proposed nominations for our 2016 Annual Meeting must be received by March 12, 2016, 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.
2015 Proxy Statement │ TARGET CORPORATION 87
APPENDIX A
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
We report our financial results in conformity
with U.S. generally accepted accounting principles (GAAP). We also use certain non-GAAP financial measures as part of our compensation
program: (a) Adjusted EPS from Continuing Operations, (b) Incentive EBIT, and (c) a non-GAAP measure of EPS for PSUs. Our reconciliation
of those non-GAAP financial measures to our GAAP measures is included in this Appendix. Our non-GAAP financial measures should
not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Other companies may calculate
similar non-GAAP financial measures differently than we do, limiting the usefulness of the measure for comparisons with other companies.
ADJUSTED EPS FROM CONTINUING
OPERATIONS
We used a non-GAAP Adjusted EPS from Continuing
Operations reflecting operating results from our continuing operations, excluding the impact of the 2013 sale of our U.S. consumer
credit card receivables portfolio, losses on early retirement of debt, net expenses related to the 2013 data breach and other matters
presented in the following table. The most comparable GAAP measure is diluted earnings per share. Adjusted EPS from Continuing
Operations is disclosed on page 35 of the proxy statement under “Performance Highlights.”
|
| |
| | |
| | |
| | |
| | |
| |
|
|
(PER SHARE AMOUNTS) | |
2010 | | |
2011 | | |
2012 | | |
2013 | | |
2014 | |
|
|
GAAP diluted earnings per share | |
$ | 4.00 | | |
$ | 4.28 | | |
$ | 4.52 | | |
$ | 3.07 | | |
$ | (2.56 | ) |
|
|
GAAP diluted earnings per share from discontinued operations | |
| — | | |
| (0.18 | ) | |
| (0.48 | ) | |
| (1.13 | ) | |
| (6.38 | ) |
|
|
GAAP diluted earnings per share from continuing operations | |
$ | 4.00 | | |
$ | 4.46 | | |
$ | 5.00 | | |
$ | 4.20 | | |
$ | 3.83 | |
|
|
Adjustments(a) | |
| | | |
| | | |
| | | |
| | | |
| | |
|
|
Loss on early retirement of debt | |
| — | | |
| 0.08 | | |
| — | | |
| 0.42 | | |
| 0.27 | |
|
|
Data breach related costs, net of insurance receivable | |
| — | | |
| — | | |
| — | | |
| 0.02 | | |
| 0.15 | |
|
|
Resolution of income tax matters | |
| — | | |
| (0.12 | ) | |
| (0.09 | ) | |
| (0.03 | ) | |
| (0.06 | ) |
|
|
Gain on receivables transaction | |
| — | | |
| — | | |
| (0.15 | ) | |
| (0.38 | ) | |
| — | |
|
|
Reduction of beneficial interest asset | |
| — | | |
| — | | |
| — | | |
| 0.09 | | |
| 0.05 | |
|
|
Undeveloped land impairments | |
| — | | |
| — | | |
| — | | |
| 0.02 | | |
| 0.01 | |
|
|
Card brand conversion costs | |
| — | | |
| — | | |
| — | | |
| — | | |
| 0.01 | |
|
|
Health insurance incentive | |
| — | | |
| — | | |
| — | | |
| 0.02 | | |
| — | |
|
|
Workforce reduction | |
| — | | |
| — | | |
| — | | |
| 0.02 | | |
| — | |
|
|
Adjusted EPS from Continuing Operations | |
$ | 4.00 | | |
$ | 4.42 | | |
$ | 4.76 | | |
$ | 4.38 | | |
$ | 4.27 | |
|
|
| |
| | | |
| | | |
| | | |
| | | |
| | |
|
Note: The sum of the adjustments may not
equal the total adjustment amounts due to rounding.
(a) |
For more information on the types of adjustments we make, see “Reconciliation of Non-GAAP Financial Measures to GAAP Measures” on page 21 of our annual report on Form 10-K for fiscal 2014. |
2015 Proxy Statement │ TARGET CORPORATION 88
INCENTIVE EBIT
We used a non-GAAP Incentive EBIT metric
that excludes incentive compensation expense and other matters presented in the following table. We believe excluding these items
is useful for reflecting our core business operations and, in the case of excluding incentive compensation expense, to simplify
the calculation of Incentive EBIT. The most comparable GAAP measure is Consolidated EBIT from Continuing Operations.
|
|
|
|
|
|
|
|
2014 |
|
|
(MILLIONS) |
THRESHOLD |
|
GOAL |
|
|
Consolidated GAAP EBIT from Continuing Operations |
$ |
4,370 |
|
$ |
4,559 |
|
|
Adjustments |
|
|
|
|
|
|
|
Incentive Compensation Expense(a) |
|
211 |
|
|
263 |
|
|
Incentive EBIT |
$ |
4,581 |
|
$ |
4,822 |
|
|
|
|
|
|
|
|
|
Note: The sum of the adjustments may not
equal the total adjustment amounts due to rounding.
(a) |
To simplify the calculation of Incentive EBIT, our Short-Term Incentive Program measures Incentive EBIT on a pre-incentive compensation expense basis. |
|
|
(b) |
At the time the 2014 threshold and goal amounts were determined, there was uncertainty surrounding the amount of any data breach expense, so actual Incentive EBIT results excluded all data breach related expenses. In addition, Canadian Segment EBIT included in actual Incentive EBIT results were intended to be translated to U.S. dollars using a fixed exchange rate and excluded foreign currency exchange gains and losses. Actual Incentive EBIT results were well below threshold, and we did not achieve our 162(m) threshold for fiscal 2014 required to earn a payout under our Short-Term Incentive Program. |
NON-GAAP MEASURE OF EPS
FOR PSUs
We used a non-GAAP measure of EPS for PSUs
that excludes our discontinued Canadian operations and other matters presented in the following table from our (a) fiscal 2014
PSU awards granted in January 2015 covering 2015-2017, and (b) our fiscal 2011 PSUs granted in March 2012 covering 2012-2014. The
most comparable GAAP measure is diluted earnings per share. At the time the PSUs were granted in March 2012, our Canadian Segment
had yet to start its retail operations. The Compensation Committee believed that starting Canadian retail operations in the middle
of the 2012-2014 performance period would result in both inflated EPS and market share results compared to the beginning of the
period. In order to prevent payouts from being similarly inflated, the PSUs were designed to exclude the impacts of our Canadian
Segment from Target’s GAAP EPS and market share results for the 2012-2014 PSUs. The design also excluded the impact of the
sale of our U.S. consumer credit card receivables portfolio because it did not reflect our core operations.
|
|
|
|
|
|
|
(PER SHARE AMOUNTS) |
|
2011 |
(a) |
|
|
2014 |
(b) |
|
|
GAAP diluted earnings per share |
$ |
4.28 |
|
|
$ |
(2.56 |
) |
|
|
GAAP diluted earnings per share from discontinued operations(c) |
|
(0.18 |
) |
|
|
(6.38 |
) |
|
|
GAAP diluted earnings per share from continuing operations |
$ |
4.46 |
|
|
$ |
3.83 |
|
|
|
Adjustments |
|
|
|
|
|
|
|
|
|
Reduction of beneficial interest asset |
|
— |
|
|
|
0.05 |
|
|
|
Non-GAAP EPS for PSUs |
$ |
4.46 |
|
|
$ |
3.88 |
|
|
|
|
|
|
|
|
|
|
|
|
Note: The sum of the adjustments may not equal the total adjustment
amounts due to rounding.
(a) |
2011 is the baseline year for the fiscal 2011 PSU awards, which were forfeited because we did not achieve our 162(m) threshold for fiscal 2014 required to earn a payout for those awards. We include this reconciliation because we discuss on page 43 of the proxy statement what a payout would have been under the fiscal 2011 PSU awards if we had achieved our 162(m) threshold. |
|
|
(b) |
2014 is the final year of the fiscal 2011 PSU awards and the baseline year for the fiscal 2014 PSU awards. |
|
|
(c) |
Total Canadian losses consisting of Canadian Segment EBIT, interest expense and taxes allocated to the Canadian Segment based on income tax rates applicable to the operations of the segment for the period were intended to be excluded from Non-GAAP EPS for PSUs. With the decision to exit our Canadian operations, the exclusion of our Canadian losses is reflected in our GAAP diluted earnings per share from discontinued operations. |
2015 Proxy Statement │ TARGET CORPORATION 89
APPENDIX B
AMENDED AND RESTATED TARGET
CORPORATION 2011 LONG TERM INCENTIVE PLAN (Adopted on March 9, 2011 11,
2015)
The purpose of the Plan is to advance the
performance and long-term growth of the Company by offering long-term incentives to directors and employees of the Company and
its Subsidiaries and such other Participants who the Committee determines will contribute to such performance and growth inuring
to the benefit of the shareholders of the Company. This Plan is also intended to facilitate recruiting and retaining personnel
of outstanding ability.
In this Plan, the following definitions
will apply.
| (a) | “Agreement”
means the written or electronic agreement containing the terms and conditions applicable
to each Award granted under the Plan. An Agreement is subject to the terms and conditions
of the Plan. |
| (b) | “Award”
means a grant made under the Plan in the form of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units or Performance Awards. |
| (c) | “Board”
means the Board of Directors of the Company. |
| (d) | “Cause”
means what the term is expressly defined to mean in a then-effective written agreement
(including an Agreement) between a Participant and the Company or any Subsidiary, or
in the absence of any such then-effective agreement or definition, a Participant’s
deliberate and serious disloyal or dishonest conduct in the course of employment that
justifies and results in prompt discharge for specific cause under the established policies
and practices of the Company or one of its Subsidiaries. Examples of such deliberate
and serious disloyal or dishonest conduct would include material unlawful conduct, material
and conscious falsification or unauthorized disclosure of important records, embezzlement
or unauthorized conversion of property, serious violation of conflict of interest or
vender relations policies, and misuse or disclosure of significant trade secrets or other
information likely to be of use to the detriment of the Company or its interests. |
| (e) | “Change
in Control” means, unless otherwise provided in an Agreement, one of the following: |
| (1) | Individuals
who are Continuing Directors cease for any reason to constitute 50% or more of the directors
of the Company; or |
| (2) | 30%
or more of the outstanding voting power of the Voting Stock of the Company is acquired
or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by any
Person, other than an entity resulting from a Business Combination in which clauses (x) and
(y) of Section 2(e)(3) apply; or |
| (3) | the
consummation of a merger or consolidation of the Company with or into another entity,
a statutory share exchange, a sale or other disposition (in one transaction or a series
of transactions) of all or substantially all of the Company’s assets or a similar
business combination (each, a “Business Combination”), in each case unless,
immediately following such Business Combination, (x) all or substantially all of
the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of the
Company’s Voting Stock immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of the voting power of the then outstanding
shares of voting stock (or comparable voting equity interests) of the surviving or acquiring
entity resulting from such Business Combination (including such beneficial ownership
of an entity that, as a result of such transaction, owns the Company or all or substantially
all of the Company’s assets either directly or through one or more subsidiaries),
in substantially the same proportions (as compared to the other beneficial owners of
the Company’s Voting Stock immediately prior to such Business Combination) as their
beneficial ownership of the Company’s Voting Stock immediately prior to such Business
Combination, and (y) no Person beneficially owns, directly or indirectly, 30% or
more of the voting power of the outstanding voting stock (or comparable equity interests)
of the surviving or acquiring entity (other than a direct or indirect parent entity of
the surviving or acquiring entity, that, after giving effect to the Business Combination,
beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable
equity interests) of the surviving or acquiring entity); or |
| (4) | approval
by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company. |
Notwithstanding the foregoing,
to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for
a change in the time or form of payment upon a Change in Control, then, solely for purposes of applying such change in the time
or form of payment provision, a Change in Control shall be deemed to have occurred upon an event described in Section 2(e) only
if the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial
portion of the assets of, the Company under Code Section 409A.
| (f) | “Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time,
and the regulations promulgated thereunder. |
| (g) | “Committee”
means two or more Non-Employee Directors designated by the Board to administer the Plan
under Section 3, each member of which shall be (i) an independent director within
the meaning of the rules and regulations of the New York Stock Exchange, (ii) a non-employee
director within the meaning of Exchange Act Rule 16b-3, and (iii) an outside director
for purposes of Code Section 162(m). |
| (h) | “Company”
means Target Corporation, a Minnesota corporation, or any successor thereto. |
2015 Proxy
Statement │ TARGET CORPORATION 90
| (i) | “Continuing
Director” means an individual (A) who is, as of the effective date of the Plan,
a director of the Company, or (B) who becomes a director of the Company after the effective
date hereof and whose initial appointment, or nomination for election by the Company’s
shareholders, was approved by at least a majority of the then Continuing Directors; provided,
however, that any individual whose initial assumption of office occurs as a result of
either an actual or threatened contested election by any Person (other than the Board
of Directors) seeking the election of such nominee in which the number of nominees exceeds
the number of directors to be elected shall not be a Continuing Director. |
| (j) | “Disability”
means, unless provided otherwise in an Agreement, total and permanent disability. |
| (k) | “Employee”
means an employee of the Company or a Subsidiary. |
| (l) | “Exchange
Act” means the Securities Exchange Act of 1934, as amended and in effect from time
to time, and the regulations promulgated thereunder. |
| (m) | “Fair
Market Value” of a Share: |
| (1) | Solely
for purposes of determining the exercise price of an Option or Stock Appreciation Right,
“Fair Market Value” of a Share on any date is the Volume Weighted Average
Price for such Share as reported for such stock by Bloomberg L.P. on such date, or in
the absence of such report the Volume Weighted Average Price for such stock as reported
for such stock by the New York Stock Exchange on such date or, if no sale has been recorded
by Bloomberg L.P. or the New York Stock Exchange on such date, then on the last preceding
date on which any such sale shall have been made in the order of primacy indicated above;
or |
| (2) | For
all other purposes of the Plan except Section 11(c)(2)(ii), “Fair
Market Value” of a Share shall be the amount determined by the Company using such
criteria as it shall determine, in its sole discretion, to be appropriate for valuation. |
| (n) | “Full
Value Award” means an Award other than an Option or Stock Appreciation Right. |
| (o) | “Fundamental
Change” means a (i) consummation of a merger or consolidation of the Company with
or into another entity, regardless of whether the Company is the surviving entity, (ii)
the sale of all or substantially all of the assets of the Company, (iii) a statutory
share exchange involving the capital stock of the Company, or (iv) a dissolution or liquidation
of the Company. |
| (p) | “Good
Reason” means, for purposes of Section 11(b), any material diminution of the
Participant’s position, authority, duties or responsibilities (including the assignment
of duties materially inconsistent with the Participant’s position or a material
increase in the time Participant is required by the Company or its successor to travel),
any reduction in salary or in the Participant’s aggregate bonus and incentive opportunities,
any material reduction in the aggregate value of the Participant’s employee benefits
(including retirement, welfare and fringe benefits), or relocation to a principal work
site that is more than 40 miles from the Participant’s principal work site immediately
prior to the Change in Control. |
(p)(q) | | “Grant Date” means the date on which the Committee approves the grant
of an Award under the Plan, or such later date as may be specified by the Committee on the date the Committee approves the Award. |
(q)(r) | | “Non-Employee Director” means a member of the Board who is not an Employee. |
(r)(s) | | “Option” means a right granted under the Plan to purchase a specified
number of Shares at a specified price. An “Incentive Stock Option” or “ISO” means any Option designated
as such and granted in accordance with the requirements of Code Section 422. A “Non-Qualified Stock Option” means
an Option other than an Incentive Stock Option. |
(s)(t) | | “Participant” means a Service Provider to whom an Award is or has been
made in accordance with the Plan. |
(t)(u) | | “Performance Award” means a right to receive cash and/or Shares as determined
by the Committee, subject to satisfying certain performance-based vesting conditions and other restrictions or limitations as
may be set forth in this Plan and the applicable Agreement, which Award may be in the form of a number of shares (“Performance
Shares”), a right to receive a number of Shares (“Performance Share Units”) or a cash amount (“Performance
Units”), based in all cases on the extent to which the applicable performance-based vesting conditions are achieved. The
Performance Award will typically set a nominal payout amount (which the Company refers to as the 100% payout), and such Award
may provide for further variable payout amounts based on performance above or below the performance threshold corresponding to
the nominal payout amount. |
(u)(v) | | “Performance-Based Compensation” means an Award to a person who is, or
is determined by the Committee to likely become, a “covered employee” (as defined in Section 162(m)(3) of the Code)
and that is intended to constitute “performance-based compensation” within the meaning of Section 162(m)(4)(C) of
the Code. |
(v)(w) | | “Person”, as used in Sections 2(e) and 2(i), means any individual, firm,
corporation or other entity and shall include any group comprised of any person and any other person with whom such person or
any affiliate or associate (as defined in Rule 14a-1(a) of the Exchange Act) of such person has any agreement, arrangement or
understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of any capital stock of the
Company. |
(w)(x) | | “Plan” means this 2011 Target Corporation Long Term Incentive Plan, as
amended and in effect from time to time. |
(x)(y) | | “Prior Plan” means the Target Corporation Long-Term Incentive Plan (as
amended and restated on May 28, 2009), as may be amended from time to time. |
(y)(z) | | “Restricted Stock” means Shares issued to a Participant that are subject
to such restrictions on transfer, forfeiture conditions and other restrictions or limitations as may be set forth in this Plan
and the applicable Agreement. |
(z)(aa) | | “Service” means the provision of services by a Participant to the Company
or any Subsidiary in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either
upon an actual cessation of actively providing services or upon the entity for which the Service Provider provides services ceasing
to be a Subsidiary. Except as otherwise provided in this Plan or any Agreement, Service shall not be deemed terminated in the
case of (i) any approved leave of absence or (ii) transfers among the Company and any Subsidiaries in the same Service Provider
capacity; however, a termination shall occur if the relationship the Participant had with the Company or a Subsidiary at the Grant
Date terminates, even if the Participant continues in another relationship with the Company or a Subsidiary. |
(aa)(bb) | | “Service Provider” means an Employee, a Non-Employee Director, or any
consultant or advisor who is a natural person and who provides services (other than in connection with (i) a capital-raising transaction
or (ii) promoting or maintaining a market in Company securities) to the Company or any Subsidiary. |
(bb)(cc) | | “Share” means a share of Stock. |
2015 Proxy Statement │ TARGET CORPORATION 91
(cc)(dd) | | “Stock” means the common stock, $0.833 par value, of the Company. |
(dd)(ee) | | “Stock Appreciation Right” or “SAR” means the right to receive,
in cash and/or Shares as determined by the Committee, an amount equal to the appreciation in value of a specified number of Shares
between the Grant Date of the SAR and its exercise date. |
(ee)(ff) | | “Restricted Stock Unit” means a right to receive, in cash and/or Shares
as determined by the Committee, the Fair Market Value of a Share, subject to such restrictions on transfer, forfeiture conditions
and other restrictions or limitations as may be set forth in this Plan and the applicable Agreement. |
(ff)(gg) | | “Subsidiary” means any corporation or other entity (other than the Company)
in an unbroken chain of corporations or entities beginning with the Company, in which each of the corporations or entities other
than the last corporation or other entity in the unbroken chain owns stock or other voting securities possessing fifty percent
or more of the total combined voting power in one of the other corporations or entities in such chain as determined at the point
in time when reference is made to such “Subsidiary” in this Plan. |
(gg)(hh) | | “Substitute Award” means an Award granted upon the assumption of, or in
substitution or exchange for, outstanding awards granted by a company or other entity acquired by the Company or any Subsidiary
or with which the Company or any Subsidiary combines. |
(hh)(ii) | | “Voting Stock” means all then-outstanding capital stock of the Company
entitled to vote generally in the election of directors of the Company. |
| 3. | Administration
of the Plan. |
| (a) | Administration.
The authority to control and manage the operations and administration of the Plan shall
be vested in the Committee in accordance with this Section 3. |
| (b) | Scope
of Authority. Subject to the terms of the Plan, the Committee shall have the authority,
in its discretion, to take such actions as it deems necessary or advisable to administer
the Plan, including: |
| (1) | determining
the Service Providers to whom Awards will be granted, the timing of each such Award,
the types of Awards and the number of Shares covered by each Award, the terms, conditions,
performance criteria, restrictions and other provisions of Awards, and the manner in
which Awards are paid or settled; |
| (2) | cancelling
or suspending an Award or the exercisability of an Award, accelerating the vesting or
extending the exercise period of an Award, or otherwise amending the terms and conditions
of any outstanding Award, subject to the requirements of Sections 14(d) and 14(e); |
| (3) | establishing,
amending or rescinding rules to administer the Plan, interpreting the Plan and any Award
or Agreement made under the Plan, and making all other determinations necessary or desirable
for the administration of the Plan; and |
| (4) | taking
such actions as are described in Section 3(c) with respect to Awards to foreign Service
Providers. |
| (c) | Awards
to Foreign Service Providers. The Committee may grant Awards to Service Providers
who are foreign nationals, who are located outside of the United States or who are not
compensated from a payroll maintained in the United States, or who are otherwise subject
to (or could cause the Company or a Subsidiary to be subject to) legal or regulatory
requirements of countries outside of the United States, on such terms and conditions
different from those specified in the Plan as may, in the judgment of the Committee,
be necessary or desirable to comply with applicable foreign laws and regulatory requirements
and to promote achievement of the purposes of the Plan. The Committee may also modify
the terms and conditions of such an Award to comply with applicable foreign laws or listing
requirements, subject to compliance with the other provisions of the Plan. In connection
therewith, the Committee may establish such subplans and modify exercise procedures and
other Plan rules and procedures to the extent such actions are deemed necessary or desirable,
and may take any other action that it deems advisable to obtain local regulatory approvals
or to comply with any necessary local governmental regulatory exemptions. |
| (d) | Acts
of the Committee; Delegation. A majority of the members of the Committee shall constitute
a quorum for any meeting of the Committee, and any act of a majority of the members present
at any meeting at which a quorum is present or any act unanimously approved in writing
by all members of the Committee shall be the act of the Committee. Any such action of
the Committee shall be valid and effective even if the members of the Committee at the
time of such action are later determined not to have satisfied all of the criteria for
membership in clauses (i), (ii) and (iii) of Section 2(g). To the extent not inconsistent
with applicable law or stock exchange rules, the Committee may delegate all or any portion
of its authority under the Plan to any one or more of its members or, as to Awards to
Participants who are not subject to Section 16 of the Exchange Act, to one or more executive
officers of the Company. The Committee may also delegate non-discretionary administrative
responsibilities in connection with the Plan to such other persons as it deems advisable. |
| (e) | Finality
of Decisions. The Committee’s interpretation of the Plan and of any Award or
Agreement made under the Plan and all related decisions or resolutions of the Board or
Committee shall be final and binding on all parties with an interest therein. |
| 4. | Shares
Available Under the Plan. |
| (a) | Maximum
Shares Available. Subject to Section 4(b) and to adjustment as provided in Section
11(a), the number of Shares that may be the subject of Awards and issued under the Plan
shall be 40,000,000 60,000,000.
After the effective date of the Plan, no additional awards may be granted under the Prior
Plan. Shares issued under the Plan may come from authorized and unissued shares or treasury
shares. In determining the number of Shares to be counted against this share reserve
in connection with any Award, the following rules shall apply: |
| (1) | Shares
that are subject to Awards of Options or Stock Appreciation Rights shall be counted against
the share reserve as one Share for every one Share granted. |
| (2) | Shares
that are subject to Full Value Awards shall be counted against the share reserve as two
Shares for every one Share granted. |
| (3) | Where
the number of Shares subject to an Award is variable on the Grant Date, the number of
Shares to be counted against the share reserve prior to the settlement of the Award shall
be the maximum number of Shares that could be received under that particular Award. |
| (4) | Where
two or more types of Awards are granted to a Participant in tandem with each other, such
that the exercise of one type of Award with respect to a number of Shares cancels at
least an equal number of Shares of the other, the number of Shares to be counted against
the share reserve shall be the largest number of Shares that would be counted against
the share reserve under either of the Awards. |
2015 Proxy
Statement │ TARGET CORPORATION 92
| (5) | Substitute
Awards shall not be counted against the share reserve, nor shall they reduce the Shares
authorized for grant to a Participant in any thirty-six month period. |
| (b) | Effect
of Forfeitures and Other Actions. Any Shares subject to an Award, or to an award
granted under the Prior Plan that is outstanding on the effective date of this Plan (a
“Prior Plan Award”), that is forfeited or expires or is settled for cash
shall, to the extent of such forfeiture, expiration or cash settlement, again become
available for Awards under this Plan, and the total number of Shares available for grant
under Section 4(a) shall be correspondingly increased as provided in Section 4(c) below.
The following Shares shall not, however, again become available for Awards or increase
the number of Shares available for grant under Section 4(a): (i) Shares tendered by the
Participant or withheld by the Company in payment of the purchase price of an option
issued under this Plan or the Prior Plan, (ii) Shares tendered by the Participant or
withheld by the Company to satisfy any tax withholding obligation with respect to an
Award or a Prior Plan Award, (iii) Shares repurchased by the Company with proceeds received
from the exercise of an option issued under this Plan or the Prior Plan, and (iv) Shares
subject to a Stock Appreciation Right issued under this Plan or the Prior Plan that are
not issued in connection with the stock settlement of that Stock Appreciation Right upon
its exercise. |
| (c) | Counting
Shares Again Available. Each Share that again becomes available for Awards as provided
in Section 4(b) shall increase the total number of Shares available for grant under Section
4(a) by (i) one Share if such Share was subject to an Option or Stock Appreciation Right
under the Plan or a stock option or stock appreciation right under the Prior Plan, and
(ii) two Shares if such Share was subject to a Full Value Award under the Plan or an
award other than a stock option or stock appreciation right under the Prior Plan. |
| (d) | Effect
of Plans Operated by Acquired Companies. If a company acquired by the Company or
any Subsidiary or with which the Company or any Subsidiary combines has shares available
under a pre-existing plan approved by shareholders and not adopted in contemplation of
such acquisition or combination, the shares available for grant pursuant to the terms
of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange
ratio or other adjustment or valuation ratio or formula used in such acquisition or combination
to determine the consideration payable to the holders of common stock of the entities
party to such acquisition or combination) may be used for Awards under the Plan and shall
not reduce the Shares authorized for grant under the Plan. Awards using such available
shares shall not be made after the date awards or grants could have been made under the
terms of the pre-existing plan, absent the acquisition or combination, and shall only
be made to individuals who were not Employees or Non-Employee Directors prior to such
acquisition or combination. |
| (e) | No
Fractional Shares. Unless otherwise determined by the Committee, the number of Shares
subject to an Award shall always be a whole number. No fractional Shares may be issued
under the Plan, but the Committee may, in its discretion, pay cash in lieu of any fractional
Share in settlement of an Award. |
| 5. | General
Terms of Awards. |
| (a) | Award
Agreement. Each Award shall be evidenced by an Agreement setting forth the number
of Shares subject to the Award together with such other terms and conditions applicable
to the Award (and not inconsistent with the Plan) as determined by the Committee. An
Award to a Participant may be made singly or in combination with any form of Award. Two
types of Awards may be made in tandem with each other such that the exercise of one type
of Award with respect to a number of Shares reduces the number of Shares subject to the
related Award by at least an equal amount. |
| (b) | Vesting
and Term. Each Agreement shall set forth the period until the applicable Award is
scheduled to expire (which shall not be more than ten years from the Grant Date, provided
that an Agreement may provide that the Award may continue for up to one year following
termination of employment due to death), and any applicable performance period. The Committee
may provide in an Agreement for such vesting conditions as it may determine, subject
to the following limitations: |
| (1) | A
Full Value Award that vests solely as the result of the passage of time
and continued Service by the Participant shall be subject to a vesting period of not
less than three years from the applicable Grant Date (but permitting pro rata vesting
over such vesting period); and |
| (2) | A
Full Value Award whose vesting is subject to the satisfaction of performance goals over
a performance period shall be subject to a performance period of not less than one year. |
The minimum vesting periods specified
in clauses (1) and (2) above will not, however, apply: (i) to Awards made in payment of or exchange for other earned compensation
(including performance-based Awards); (ii) upon a Change in Control; (iii) to termination of Service due to death, Disability
or retirement; (iv) to a Substitute Award that does not reduce the vesting period of the award being replaced; (v) Awards made
to Non-Employee Directors as part of their retainer; and (vi) Awards involving an aggregate number of Shares not in excess of
5% of the number of Shares available for Awards under Section 4(a).
| (c) | Transferability.
Except as provided in this Section 5(c), (i) during the lifetime of a Participant, only
the Participant or the Participant’s guardian or legal representative may exercise
an Option or SAR, or receive payment with respect to any other Award; and (ii) no Award
may be sold, assigned, transferred, exchanged or encumbered other than by will or the
laws of descent and distribution. Any attempted transfer in violation of this Section 5(c)
shall be of no effect. The Committee may, however, provide in an Agreement or otherwise
that an Award (other than an Incentive Stock Option) may be transferred pursuant to a
qualified domestic relations order or may be transferable by gift to any “family
member” (as defined in General Instruction A(5) to Form S-8 under the Securities
Act of 1933) of the Participant. Any Award held by a transferee shall continue to be
subject to the same terms and conditions that were applicable to that Award immediately
before the transfer thereof. For purposes of any provision of the Plan relating to notice
to a Participant or to acceleration or termination of an Award upon the death or termination
of employment of a Participant, the references to “Participant” shall mean
the original grantee of an Award and not any transferee. |
| (d) | Designation
of Beneficiary. Each Participant may designate a beneficiary or beneficiaries to
exercise any Award or receive a payment under any Award payable on or after the Participant’s
death. Any such designation shall be on a written or electronic form approved by the
Committee and shall be effective upon its receipt by the Company or an agent selected
by the Company. |
| (e) | Termination
of Service. Unless otherwise provided in an Agreement, and subject to Section 11
of this Plan, if a Participant’s Service with the Company and all of its Subsidiaries
terminates, the following provisions shall apply (in all cases subject to the scheduled
expiration of an Option or Stock Appreciation Right, as applicable): |
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Statement │ TARGET CORPORATION 93
| (1) | Upon
termination of Service for Cause, all unexercised Options and SARs and all unvested portions
of any other outstanding Awards shall be immediately forfeited without consideration. |
| (2) | Upon
termination of Service for any other reason, all unvested and unexercisable portions
of any outstanding Awards shall be immediately forfeited without consideration. |
| (3) | Upon
termination of Service for any reason other than Cause, death or Disability, the currently
vested and exercisable portions of Options and SARs may be exercised for a period of
90 days (210 days if Participant would be subject to the provisions of Rule 16b of the
Exchange Act on the date of termination) after the date of such termination. However,
if a Participant thereafter dies during such 90-day (or 210-day) period, the vested and
exercisable portions of the Options and SARs may be exercised for a period of one year
after the date of such termination, but in no event later than the stated expiration
date of the Option or SAR. |
| (4) | Upon
termination of Service due to death or Disability, the currently vested and exercisable
portions of Options and SARs may be exercised for a period of one year after the date
of such termination, which may, if so provided in an Agreement, extend beyond the stated
expiration date of the Option or SAR. |
| (f) | Rights
as Shareholder. No Participant shall have any rights as a shareholder with respect
to any securities covered by an Award unless and until the date the Participant becomes
the holder of record of the Shares, if any, to which the Award relates. |
| (g) | Performance-Based
Awards. Any Award may be granted as a performance-based Award if the Committee establishes
one or more measures of corporate, business unit or individual performance that must
be attained, and the performance period over which the specified performance is to be
attained, as a condition to the vesting, exercisability, lapse of restrictions and/or
settlement in cash or Shares of such Award. In connection with any such Award, the Committee
shall determine the extent to which performance measures have been attained and other
applicable terms and conditions have been satisfied, and the degree to which vesting,
exercisability, lapse of restrictions and/or settlement in cash or Shares of such Award
has been earned. Any performance-based Award that is intended by the Committee to qualify
as Performance-Based Compensation shall additionally be subject to the requirements of
Section 16 of this Plan. Except as provided in Section 16 with respect to Performance-Based
Compensation, the Committee shall also have the authority to provide, in an Agreement
or otherwise, for the modification of a performance period and/or an adjustment or waiver
of the achievement of performance measures upon the occurrence of certain events, which
may include a Change of Control, a Fundamental Change, a recapitalization, a change in
the accounting practices of the Company, or the Participant’s death or Disability. |
| (h) | Dividends
and Dividend Equivalents. Any dividends or distributions paid with respect to Shares
that are subject to the unvested portion of a Restricted Stock Award will be subject
to the same restrictions as the Shares to which such dividends or distributions relate,
except for regular quarterly cash dividends on Shares subject to the unvested portion
of a Restricted Stock Award that is subject only to service-based vesting conditions.
In its discretion, the Committee may provide in an Award Agreement for a Restricted
Stock Unit any Full Value Award that
the Participant will be entitled to receive dividend equivalents on the units
Shares subject to the Award based
on dividends actually declared on outstanding Shares, provided that any dividend equivalents
on a Restricted Stock Unit Full Value
Award that is subject to service-based or
performance-based vesting conditions shall be subject to the same vesting
conditions as, and any payment thereof shall occur to the same extent as, the Shares
underlying such Full Value Award. The terms
of any dividend equivalents will be as set forth in the applicable Award Agreement, including
the time and form of payment and whether such dividend equivalents will be credited with
interest or deemed to be reinvested in additional units or Share equivalents. The Committee
may, in its discretion, provide in Award Agreements for restrictions on dividends and
dividend equivalents in addition to those specified in this Section 5(h). |
| (a) | Type
and Exercise Price. The Agreement pursuant to which an Option is granted shall specify
whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option. The
exercise price at which each Share subject to an Option may be purchased shall be determined
by the Committee and set forth in the Agreement, and shall not be less than the Fair
Market Value of a Share on the Grant Date, except in the case of Substitute Awards. |
| (b) | Payment
of Exercise Price. The purchase price of the Shares with respect to which an Option
is exercised shall be payable in full at the time of exercise, which may include, to
the extent permitted by the Committee, payment under a broker-assisted sale and remittance
program acceptable to the Committee. The purchase price may be paid in cash in U.S. dollars
or check denominated in U.S. dollars or in such other manner as the Committee may permit,
which may include by withholding Shares otherwise issuable to the Participant upon exercise
of the Option or by delivery to the Company of Shares (by actual delivery or attestation)
already owned by the Participant (in each case, such Shares having a Fair Market Value
as of the date the Option is exercised equal to the purchase price of the Shares being
purchased). |
| (c) | Exercisability
and Expiration. Each Option shall be exercisable in whole or in part on the terms
provided in the Agreement. No Option shall be exercisable at any time after its scheduled
expiration, which shall be set in a manner consistent with Section 5(b). When an Option
is no longer exercisable, it shall be deemed to have terminated. |
| (d) | Incentive
Stock Options. |
| (1) | An
Option will constitute an Incentive Stock Option only if the Participant receiving the
Option is an Employee, and only to the extent that (i) it is so designated in the applicable
Agreement and (ii) the aggregate Fair Market Value (determined as of the Option’s
Grant Date) of the Shares with respect to which Incentive Stock Options held by the Participant
first become exercisable in any calendar year (under the Plan and all other plans of
the Company and its Subsidiaries) does not exceed $100,000. To the extent an Option granted
to a Participant exceeds this limit, the Option shall be treated as a Non-Qualified Stock
Option. The maximum number of Shares that may be issued upon the exercise of Incentive
Stock Options shall equal the maximum number of Shares that may be the subject of Awards
and issued under the Plan as provided in the first sentence of Section 4(a). |
| (2) | No
Participant may receive an Incentive Stock Option under the Plan if, immediately after
the grant of such Award, the Participant would own (after application of the rules contained
in Code Section 424(d)) Shares possessing more than 10% of the total combined voting
power of all classes of stock of the Company or a Subsidiary, unless (i) the option price
for that Incentive Stock Option is at least 110% of the Fair Market Value of the Shares
subject to that Incentive Stock Option on the Grant Date and (ii) that Option will expire
no later than five years after its Grant Date. |
2015 Proxy Statement │ TARGET CORPORATION 94
| (3) | For
purposes of continued Service by a Participant who has been granted an Incentive Stock
Option, no approved leave of absence may exceed three months unless reemployment upon
expiration of such leave is provided by statute or contract. If reemployment is not so
provided, then on the date six months following the first day of such leave, any Incentive
Stock Option held by the Participant shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Non-Qualified Stock Option. |
| (4) | If
an Incentive Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Code Section 422, such Option shall thereafter be treated as a
Non-Qualified Stock Option. |
| (5) | The
Agreement covering an Incentive Stock Option shall contain such other terms and provisions
that the Committee determines necessary to qualify the Option as an Incentive Stock Option. |
| 7. | Stock
Appreciation Rights. |
| (a) | Nature
of Award. An Award of Stock Appreciation Rights shall be subject to such terms and
conditions determined by the Committee, to receive upon exercise of the Stock Appreciation
Right all or a portion of the excess of (i) the Fair Market Value of a specified number
of Shares as of the date of exercise of the Stock Appreciation Right over (ii) a specified
exercise price that shall not be less than the Fair Market Value of such Shares on the
Grant Date of the Stock Appreciation Right, except in the case of Substitute Awards. |
| (b) | Exercise
of SAR. Each Stock Appreciation Right may be exercisable in whole or in part at the
times, on the terms and in the manner provided in the Agreement. No Stock Appreciation
Right shall be exercisable at any time after its scheduled expiration, which shall be
set in a manner consistent with Section 5(b). When a Stock Appreciation Right is no longer
exercisable, it shall be deemed to have terminated. Upon exercise of a Stock Appreciation
Right, payment to the Participant shall be made at such time or times as shall be provided
in the Agreement in the form of cash, Shares or a combination of cash and Shares as determined
by the Committee. The Agreement may provide for a limitation upon the amount or percentage
of the total appreciation on which payment (whether in cash and/or Shares) may be made
in the event of the exercise of a Stock Appreciation Right. |
| 8. | Restricted
Stock Awards. |
| (a) | Vesting
and Consideration. Shares subject to a Restricted Stock Award shall be subject to
vesting conditions, and the corresponding lapse or waiver of forfeiture conditions and
other restrictions, based on such factors and occurring over such period of time (the
“restriction period”) as the Committee may determine in its discretion. The
Committee may provide whether any consideration other than Services must be received
by the Company or any Subsidiary as a condition precedent to the grant of a Restricted
Stock Award. |
| (b) | Shares
Subject to Restricted Stock Awards. Unvested Shares subject to a Restricted Stock
Award shall be evidenced by a book-entry in the name of the Participant with the Company’s
transfer agent or by one or more Stock certificates issued in the name of the Participant.
Any such Stock certificate shall be deposited with the Company or its designee, together
with an assignment separate from the certificate, in blank, signed by the Participant,
and bear an appropriate legend referring to the restricted nature of the Restricted Stock
evidenced thereby. Any book-entry shall be subject to transfer restrictions and accompanied
by a similar legend. Upon the vesting of Shares of Restricted Stock and the corresponding
lapse of the restrictions and forfeiture conditions, the corresponding transfer restrictions
and restrictive legend will be removed from the book-entry evidencing such Shares or
the certificate evidencing such Shares, and such certificate shall be delivered to the
Participant. Such vested Shares may, however, remain subject to additional restrictions
as provided in Section 17(c). |
| (c) | Rights
of a Shareholder. Except as otherwise provided in this Plan, including Section 5(h),
and the applicable Agreement, a Participant with a Restricted Stock Award shall have
all the other rights of a shareholder, including the right to receive dividends and the
right to vote the Shares of Restricted Stock. |
| 9. | Restricted
Stock Unit Awards. |
| (a) | Vesting
and Consideration. A Restricted Stock Unit Award shall be subject to vesting conditions,
and the corresponding lapse or waiver of forfeiture conditions and other restrictions,
based on such factors and occurring over such restriction period as the Committee may
determine in its discretion. The Committee may provide whether any consideration other
than Services must be received by the Company or any Subsidiary as a condition precedent
to the settlement of a Restricted Stock Unit Award. |
| (b) | Payment
of Award. Following the vesting of a Restricted Stock Unit Award, settlement of the
Award and payment to the Participant shall be made at such time or times in the form
of cash, Shares (which may themselves be considered Restricted Stock under the Plan subject
to restrictions on transfer and forfeiture conditions) or a combination of cash and Shares
as determined by the Committee. If the Restricted Stock Unit Award is not by its terms
exempt from the requirements of Code Section 409A, then the applicable Agreement shall
contain terms and conditions necessary to avoid adverse tax consequences specified in
Code Section 409A. |
| (a) | Vesting
and Consideration. A Performance Award shall be subject to performance-based vesting
conditions and other restrictions, based on such factors and occurring over such period
of time (the “performance period”) as the Committee may determine in its
discretion. The Committee may provide whether any consideration other than Services must
be received by the Company or any Subsidiary as a condition precedent to the settlement
of a Performance Award. |
| (b) | Payment
of Award. Following the vesting of a Performance Award, settlement of the Award and
payment to the Participant shall be made at such time or times in the form of cash, Shares
(which may themselves be considered Restricted Stock or Restricted Stock Units under
the Plan subject to restrictions on transfer and forfeiture conditions) or a combination
of cash and Shares as determined by the Committee. If the Performance Award is not by
its terms exempt from the requirements of Code Section 409A, then the applicable Agreement
shall contain terms and conditions necessary to avoid adverse tax consequences specified
in Code Section 409A. |
| 11. | Changes
in Capitalization; Change in Control; Fundamental Change; Reduction in Awards. |
| (a) | Adjustments
for Changes in Capitalization. In the event of any equity restructuring (within the
meaning of FASB ASC Topic 718 – Stock Compensation) other than: (1) any distribution
of securities or other property by the Company to shareholders in a spin-off or split-up
that does not qualify as a tax-free spin-off or split-up under Section 355 of the
Code (or any successor provision of the Code); or (2) any cash dividend (including
extraordinary cash dividends), |
2015 Proxy
Statement │ TARGET CORPORATION 95
appropriate adjustments in the
number of Shares available for grant, in the maximum Award limitations under the Plan, and in any outstanding Awards, including
adjustments in the size of the Award and in the exercise price per share of Options and Stock Appreciation Rights, shall be made
by the Committee to give effect to such equity restructuring to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan. No such adjustment shall be required to reflect the events described in clauses
(1) and (2) above, or any other change in capitalization that does not constitute an equity restructuring, however such
adjustment may be made: (x) if necessary to comply with Code Section 409A, the adjustment qualifies as a substitution
or assumption under Treasury Regulation Section 1.424-1 1.409A-1(b)(5)(v)(D);
and (y) the Committee affirmatively determines, in its discretion, that such an adjustment is appropriate.
| (b) | Change
in Control. Unless otherwise provided in an applicable Agreement, the following provisions
shall apply to outstanding Awards in the event of a Change in Control. Nothing in this
Section 11(b) shall limit the provisions of Section 11(c).: |
| (1) | Options
and Stock Appreciation Rights Assumption
or Replacement. If the Company is the surviving entity and any
adjustments an outstanding Award is not
adjusted as necessary to preserve the intrinsic value of the Participant’s
outstanding Options and Stock Appreciation Rights have been made, or Award
or if the Company’s successor at the time of the Change in Control
does not irrevocably assumes
the Company’s obligations under this Plan or replaces the
Participant’s outstanding Options and Stock Appreciation
Rights with stock options and stock appreciation rights Awards
with Awards having substantially the same intrinsic value and having terms
and conditions no less favorable to the Participant than those applicable to the Participant’s
Options and Stock Appreciation Rights Awards
immediately prior to the Change in Control (collectively, an “Equitable
Assumption or Replacement”), then such Awards or their replacement awards then,
without any action by the Committee or the Board, each such outstanding Award granted
under the Plan shall become immediately vested and, if applicable, exercisable, in full. |
| (2) | Options
and Stock Appreciation Rights. In the event of a Change in Control in which
the Participant’s outstanding Options and Stock Appreciation Rights granted under
the Plan are assumed or replaced as provided in Section 11(b) (1) above, such Options
and Stock Appreciation Rights shall become immediately exercisable in full
only if, within two
years after the Change in Control, the
Participant’s employment: |
| (x) | is
terminated by the Company or a Subsidiary without
Cause; |
| (y) | terminates
with “Good Reason”, which for purposes of this Section 11(b) shall mean any
material diminution of the Participant’s position, authority, duties or responsibilities
(including the assignment of duties materially inconsistent with the Participant’s
position or a material increase in the time Participant is required by the Company or
its successor to travel), any reduction in salary or in the Participant’s aggregate
bonus and incentive opportunities, any material reduction in the aggregate value of the
Participant’s employee benefits (including retirement, welfare and fringe benefits),
or relocation to a principal work site that is more than 40 miles from the Participant’s
principal work site immediately prior to the Change in Control; or is
terminated by the Participant for Good Reason; or |
| (z) | terminates
under circumstances that entitle the Participant to accelerated exercisability under
any individual employment agreement between the Participant and the Company, a Subsidiary,
or any successor thereof. |
If there is no Equitable
Assumption or Replacement, then without any action by the Committee or the Board, each outstanding Option and Stock Appreciation
Right granted under the Plan that has not been previously exercised or otherwise lapsed and terminated shall become immediately
exercisable in full; provided, however, that the Committee, in its sole discretion, and without the consent of any Participant
affected thereby, may determine that a cash payment shall be made promptly following the Change in Control in lieu of all or any
portion of the outstanding Options and Stock Appreciation Rights granted under this Plan. The amount payable with respect to each
share of Common Stock subject to an affected Option and each affected Stock Appreciation Right shall equal the excess of the Fair
Market Value of a share of Common Stock immediately prior to such Change in Control over the exercise price of such Option or
Stock Appreciation Right. After such a determination by the Committee, each Option and Stock Appreciation Right, with respect
to which a cash payment is to be made shall terminate, and the Participant shall have no further rights thereunder except the
right to receive such cash payment.
(2)(3) | | Restricted
Stock and Restricted Stock Units. In the event of a Change in Control,
restrictions on a fraction of each in which
the Participant’s outstanding Restricted Stock and Restricted Stock
Units granted under the Plan will lapse are
assumed or replaced as provided in Section 11(b)(1) above, a fraction of such outstanding
Restricted Stock and Restricted Stock Units granted under the Plan will vest (and any
restrictions on that fraction of such Awards shall lapse) and the remainder
of the Awards will terminate.
if, within two years after the Change in
Control and during the vesting period of the Restricted Stock and Restricted Stock Units,
the Participant’s employment: |
| (x) | is
terminated by the Company or a Subsidiary without Cause; or |
| (y) | is
terminated by the Participant for Good Reason. |
The numerator of such fraction
with respect to an Award shall be the number of months that have elapsed between the beginning
of the vesting period (or, if applicable, the date on which the last tranche of Shares or units subject to the Award vested in
the applicable restriction vesting period)
prior to the termination of employment after the Change in Control and the
denominator shall be the number of months in such restriction vesting period
(or, if applicable, the portion of the vesting period between the date on which the last tranche
of Shares or units subject to the Award vested and the date on which the next tranche of Shares or units will vest). If the Participant’s
employment terminates after a Change in Control and during the vesting period under circumstances that entitle the Participant
to accelerated vesting of Restricted Stock or Restricted Stock Units, as applicable, under any agreement between the Participant
and the Company involving a number of Shares or units greater than the number determined under this Section 11(b)(3), the amount
to be accelerated shall be such greater amount. Distribution of any Shares not previously distributed shall be made
within ten days after the Change in Control or later if so in accordance with
the timing provided in the applicable Agreement or a related deferral election.
(3)(4) | | Performance
Awards. In the event of a Change in Control, the performance period shall
be deemed to have ended and a pro rata portion of all number
of Shares or units subject to each of the Participant’s outstanding
Performance Awards granted under the
Plan shall be deemed to have been earned |
2015 Proxy
Statement │ TARGET CORPORATION 96
that
may vest shall be deemed to be equal to the goal payout of such Performance Award and the remainder of the Award will
terminate. Specifically, the pro rata amount earned shall be determined by multiplying 100% of each Performance Award
by a fraction, the numerator of which, regardless of whether the Participant’s
outstanding Performance Awards are assumed or replaced as provided in Section 11(b)(1) above. In the event of a Change in Control
in which the Participant’s outstanding Performance Awards granted under the Plan are assumed or replaced as provided in
Section 11(b)(1) above, such outstanding Performance Awards will continue to be subject to any continuing service requirements
of the Awards. However, a fraction of such outstanding Performance Awards granted under the Plan will vest (and any restrictions
on that fraction of such Awards shall lapse) and the remainder of the Awards will terminate if, within two years after the Change
in Control and during the continuing service period of the Performance Awards, the Participant’s employment:
| (x) | is
terminated by the Company or any Subsidiary without Cause; or |
| (y) | terminated
by the Participant for Good Reason. |
The
numerator of such fraction with respect to a Performance Award shall be the number of months that have elapsed between
the beginning of the original performance period (or, if applicable, the date on which the last tranche of Shares or units subject
to the Award vested in the applicable performance period) prior to the termination
of employment after the Change in Control and the denominator of which shall be the total
number of months in the such original performance period.
(or, if applicable, the portion of the performance period between the date on which the
last tranche of Shares or units subject to the Award vested and the date on which the next tranche of Shares or units will vest).
If the Participant’s employment terminates after a Change in Control and during the original performance period under circumstances
that entitle the Participant to accelerated vesting of the Performance Awards under any agreement between the Participant and
the Company involving a number of Shares or units greater than the number determined under this Section 11(b)(4), the amount to
be accelerated shall be such greater amount. Distribution of any Shares not previously distributed and any amount deemed
earned shall be made within ten days after the Change in Control or later if so in
accordance with the timing provided in the applicable Award agreement Agreement
or a related deferral election.
| (c) | Fundamental
Change. In the case of a proposed Fundamental Change, the Committee may, but shall
not be obligated to: |
| (1) | with
respect to a Fundamental Change that involves a merger, consolidation or statutory share
exchange, make appropriate provision for the protection of each outstanding Award granted
thereunder by the substitution on an equitable basis of appropriate awards and voting
stock of the surviving corporation or, if appropriate, the “parent corporation”
(as defined in Code Section 424(e) or any successor provision) of such surviving corporation,
in lieu of the Awards and Shares, subject to compliance
with Treasury Regulation Section 1.409A-1(b)(5)(v)(D), to the extent applicable;
or |
| (2) | with
respect to any Fundamental Change, declare, prior to the occurrence of the Fundamental
Change, and provide written notice to (x) the
holders of all outstanding Options and Stock Appreciation Rights of the declaration,
that the outstanding Options and Stock Appreciation Rights shall accelerate and become
exercisable in full and that all such Options and Stock Appreciation Rights, whether
or not exercisable prior to such acceleration, must be exercised within the period of
time set forth in such notice or they will terminate. In connection with any
declaration and (y) the holders of all outstanding
Full Value Awards that such Full Value Awards shall fully vest immediately prior to the
effective time of the Fundamental Change. In lieu of any notice of acceleration pursuant
to this Section 11(c)(2), the Committee and,
with respect to Awards subject to Code Section 409A, only if and to the extent such cancellation
and liquidation is permitted under Code Section 409A, the Committee may provide notice
of the cancellation of any outstanding Award and shall provide for a cash
payment (or, if the Committee so elects in lieu of solely cash, of such form(s) of consideration,
including cash and/or property, singly or in such combination as the Committee shall
determine, that the Participant would have received as a result of the Fundamental Change
if the holder of the an Option
or Stock Appreciation Right had exercised the Option or Stock Appreciation Right immediately
prior to the Fundamental Change) to each holder of an Option or Stock Appreciation
Right or if the holder of a Full Value Award
had held the number of shares subject to the Full Value Award at the time of the Fundamental
Change, for which purpose, the number of shares subject to a Performance Award shall
be deemed to be the number of shares or units that would vest at goal payout) to each
holder of an Award that is terminated in an amount equal to,:
(i) for each Share covered by a canceled Option or Stock Appreciation
Right, (i) in case of an Option, the amount, if any, by which the Proceeds Per
Share (as defined below) exceeds the exercise price per share covered by such Option
or, (ii) for each Stock Appreciation
Right, the amount determined pursuant to Section 7(a), except that solely for purposes
of this Section 11(c)(2)(ii), the Fair Market Value of a Share as of the date of exercise
of the Stock Appreciation Right shall be deemed to be the Proceeds Per Share,
or (iii) for each Share covered by a Full Value Award, the Proceeds Per Share.
In the event of a declaration pursuant to this Section 11(c)(2), each Option and Stock
Appreciation Right, to the extent that it has not been exercised prior to the Fundamental
Change, shall be canceled at the time of, or immediately prior to, the Fundamental Change,
as provided in the declaration. Notwithstanding the foregoing, the holder of each
Option or Stock Appreciation Right an Award
shall not be entitled to the payment provided for in this Section 11(c)(2)
if the Option or Stock Appreciation Right Award
shall have expired or been forfeited. For purposes of this Section 11(c)(2),
the “Proceeds Per Share” shall mean the fair market value, as determined
in good faith by the Committee, of the consideration to be received per Share by the
shareholders of the Company upon the occurrence of the Fundamental Change. Nothing
in this Section 11(c) shall limit the provisions of Section 11(b). |
| (1) | When
Applicable. Anything in this Plan to the contrary notwithstanding, the provisions
of this Section 11(d) shall apply to a Participant if an independent auditor selected
by the Committee (the “Auditor”) determines that each of (x) and (y) below
are applicable. |
| (x) | Payments
or distributions hereunder, determined without application of this Section 11(d), either
alone or together with other payments in the nature of compensation to the Participant
which are contingent on a change in the ownership or effective control of the Company,
or in the ownership of a substantial portion of the assets of the Company, or otherwise
(but after any elimination or reduction of such payments |
2015 Proxy Statement │ TARGET CORPORATION 97
under the terms of the Company’s
Officer Income Continuance Policy Statement, as amended), would result in any portion of the payments hereunder being subject
to an excise tax on excess parachute payments imposed under Section 4999 of the Code.
| (y) | The
excise tax imposed on the Participant under Section 4999 of the Code on excess parachute
payments, from whatever source, would result in a lesser net aggregate present value
of payments and distributions to the Participant (after subtraction of the excise tax)
than if payments and distributions to the Participant were reduced to the maximum amount
that could be made without incurring the excise tax. |
| (2) | Reduced
Amount. Under this Section 11(d) the payments and distributions under this Plan
shall be reduced (but not below zero) so that the present value of such payments and
distributions shall equal the Reduced Amount. The “Reduced Amount” (which
may be zero) shall be an amount expressed in present value which maximizes the aggregate
present value of payments and distributions under this Plan which can be made without
causing any such payment to be subject to the excise tax under Section 4999 of the
Code. The determinations and reductions under this Section 11(d)(2) shall be made
after eliminations or reductions, if any, have been made under the Company’s Officer
Income Continuance Policy Statement, as amended. |
| (3) | Procedure.
If the Auditor determines that this Section 11(d) is applicable to a Participant,
it shall so advise the Committee in writing. The Committee shall then promptly give the
Participant notice to that effect together with a copy of the detailed calculation supporting
such determination which shall include a statement of the Reduced Amount. Such notice
shall also include a description of which and how much of the Awards shall be eliminated
or reduced (as long as their aggregate present value equals the Reduced Amount). For
purposes of this Section 11(d), Awards shall be reduced in the following order: (1) Options
with an exercise price above the then Fair Market Value of a share of Common Stock that
have a positive value for purposes of Section 280G of the Code, as determined under
applicable IRS guidance; (2) pro rata among Awards that constitute deferred compensation
subject to Code Section 409A; and (3) if a further reduction is necessary to
reach the Reduced Amount, among the Awards that are not subject to Code Section 409A.
Present value shall be determined in accordance with Code Section 280G. All the
foregoing determinations made by the Auditor under this Section 11(d) shall be made
as promptly as practicable after it is determined that excess parachute payments (as
defined in Section 280G of the Code) will be made to the Participant if an elimination
or reduction is not made. As promptly as practicable, the Company shall provide to or
for the benefit of the Participant such amounts and shares as are then due to the Participant
under this Plan and shall promptly provide to or for the benefit of the Participant in
the future such amounts and shares as become due to the Participant under this Plan. |
| (4) | Corrections.
As a result of the uncertainty in the application of Section 280G of the Code
at the time of the initial determination by the Auditor hereunder, it is possible that
payments or distributions under this Plan will have been made which should not have been
made (“Overpayment”) or that additional payments or distributions which will
have not been made could have been made (“Underpayment”), in each case, consistent
with the calculation of the Reduced Amount hereunder. In the event that the Auditor,
based upon the assertion of a deficiency by the Internal Revenue Service against the
Company or the Participant which the Auditor believes has a high probability of success,
determines that an Overpayment has been made, any such Overpayment shall be treated for
all purposes as a loan to the Participant which the Participant shall repay together
with interest at the applicable Federal rate provided for in Section 7872(f) (2) of
the Code; provided, however, that no amount shall be payable by the Participant if and
to the extent such payment would not reduce the amount which is subject to the excise
tax under Section 4999 of the Code. In the event that the Auditor, based upon controlling
precedent, determines that an Underpayment has occurred, any such Underpayment shall
be promptly paid to or for the benefit of the Participant together with interest at the
applicable Federal rate provided for in Section 7872(f) (2)(A) of the Code. |
| (5) | Non-Cash
Benefits. In making its determination under this Section 11(d), the value of
any non-cash benefit shall be determined by the Auditor in accordance with the principles
of Section 280G(d)(3) of the Code. |
| (6) | Determinations
Binding. All determinations made by the Auditor under this Section 11(d) shall
be binding upon the Company, the Committee and the Participant. |
| 12. | Plan
Participation and Service Provider Status. |
Status as a Service Provider shall not be
construed as a commitment that any Award will be made under the Plan to that Service Provider or to eligible Service Providers
generally. Nothing in the Plan or in any Agreement or related documents shall confer upon any Service Provider or Participant
any right to continued Service with the Company or any Subsidiary (as applicable), nor shall it interfere with or limit in any
way any right of the Company or any Subsidiary (as applicable) to terminate the person’s Service at any time with or without
Cause or change such person’s compensation, other benefits, job responsibilities or title provided in compliance with applicable
local laws and permitted under the terms of Participant’s employment contract (if any).
The Company or any Subsidiary, as applicable,
shall have the right to (i) withhold from any cash payment made under the Plan or any other compensation or payments owed to a
Participant an amount sufficient to cover any required withholding taxes (including income taxes, social insurance contributions,
payments on account or any other taxes or charges owed by Participant) related to the grant, vesting, exercise or settlement of
an Award, and (ii) require a Participant or other person receiving Shares under the Plan to pay a cash amount sufficient to cover
any required withholding taxes (as described above) before actual receipt of those Shares. In lieu of all or any part of a cash
payment from a person receiving Shares under the Plan, the Committee may permit the individual to cover all or any part of the
required withholdings (up to the Participant’s minimum required tax withholding rate, if any) through a reduction in the
number of Shares delivered or a delivery or tender to the Company of Shares held by the Participant or other person, in each case
valued in the same manner as used in computing the withholding taxes under applicable laws.
2015 Proxy Statement │ TARGET CORPORATION 98
| 14. | Effective
Date, Duration, Amendment and Termination of the Plan. |
| (a) | Effective
Date. The Plan shall become effective on the date it is approved by the requisite
vote of the Company’s Board, subject to approval by the Company’s shareholders.
If the shareholders fail to approve the Plan within 12 months of its adoption by the
Board, any Awards already made will be null and void and no additional Awards shall be
made. |
| (b) | Duration
of the Plan. The Plan shall remain in effect until all Shares subject to it shall
be distributed, all Awards have expired or terminated, the Plan is terminated pursuant
to Section 14(c), or the tenth anniversary of the effective date of the Plan, whichever
occurs first (the “Termination Date”). Awards made before the Termination
Date may be exercised, vested or otherwise effectuated beyond the Termination Date unless
limited in the Agreement or otherwise. |
| (c) | Amendment
and Termination of the Plan. The Board may at any time terminate, suspend or amend
the Plan. The Company shall submit any amendment of the Plan to its shareholders for
approval only to the extent required by applicable laws or regulations or the rules of
any securities exchange on which the Shares may then be listed. No termination, suspension,
or amendment of the Plan may materially impair the rights of any Participant under a
previously granted Award without the Participant’s consent, unless such action
is necessary to comply with applicable law or stock exchange rules. |
| (d) | Amendment
of Awards. Subject to Section 14(e), the Committee may unilaterally amend the terms
of any Agreement previously granted, except that no such amendment may materially impair
the rights of any Participant under the applicable Award without the Participant’s
consent, unless such amendment is necessary to comply with applicable law or stock exchange
rules. |
| (e) | No
Option or SAR Repricing. Except as provided in Section 11(a), no Option or Stock
Appreciation Right granted under the Plan may be amended to decrease the exercise price
thereof, be cancelled in exchange for the grant of any new Option or Stock Appreciation
Right with a lower exercise price or any new Full Value Award, be repurchased by the
Company or any Subsidiary, or otherwise be subject to any action that would be treated
under accounting rules or otherwise as a “repricing” of such Option or Stock
Appreciation Right (including a cash buyout or voluntary surrender/subsequent regrant
of an underwater Option or Stock Appreciation Right), unless such action is first approved
by the Company’s shareholders. |
The Committee may also grant Awards under
the Plan in substitution for, or in connection with the assumption of, existing awards granted or issued by another corporation
and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a transaction involving a merger,
consolidation, acquisition of property or stock, separation, corporate reorganization or liquidation to which the Company or a
Subsidiary is a party. The terms and conditions of the Substitute Awards may vary from the terms and conditions set forth in the
Plan to the extent that the Board at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions
of the awards in substitution for which they are granted.
| 16. | Performance-Based
Compensation. |
| (a) | Designation
of Awards. A Full Value Award granted to a Participant who is, or is likely to be,
a “covered employee” for purposes of Code Section 162(m) as of the end of
the tax year in which the Company would ordinarily claim a tax deduction in connection
with such Award, must comply with the provisions of this Section 16 if such Award
is intended by the Committee to constitute Performance-Based Compensation. |
| (b) | Compliance
with Code Section 162(m). If an Award is subject to this Section 16, then the lapsing
of restrictions thereon and the distribution of cash, Shares or other property pursuant
thereto, as applicable, shall be subject to the achievement over the applicable performance
period of one or more performance goals based on one or more of the performance measures
specified in Section 16(d). The Committee will select the applicable performance
measure(s) and specify the performance goal(s) based on those performance measures for
any performance period, specify in terms of an objective formula or standard the method
for calculating the amount payable to a Participant if the performance goal(s) are satisfied,
and certify the degree to which applicable performance goals have been satisfied and
any amount payable in connection with an Award subject to this Section 16, all within
the time periods prescribed by and consistent with the other requirements of Code Section
162(m). In specifying the performance goals applicable to any performance period, the
Committee may provide that one or more objectively determinable adjustments shall be
made to the performance measures on which the performance goals are based, which may
include adjustments that would cause such measures to be considered “non-GAAP financial
measures” within the meaning of Rule 101 under Regulation G promulgated by the
Securities and Exchange Commission. The Committee may also adjust performance measures
for a performance period to the extent permitted by Code Section 162(m) in connection
with an event described in Section 11(a) to prevent the dilution or enlargement of a
Participant’s rights with respect to Performance-Based Compensation. The Committee
may adjust downward, but not upward, any amount determined to be otherwise payable in
connection with such an Award. The Committee may also provide, in an Agreement or otherwise,
that the achievement of specified performance goals in connection with an Award subject
to this Section 16 may be waived upon the death or Disability of the Participant or under
any other circumstance with respect to which the existence of such possible waiver will
not cause the Award to fail to qualify as “performance-based compensation”
under Code Section 162(m). |
| (c) | Limitations.
The maximum number of Shares that may be the subject of any Full Value Awards that are
to be settled in Shares and that are granted to any one Participant during any consecutive
thirty-six month period shall not exceed 1,000,000 2,000,000
Shares (subject to adjustment as provided in Section 11(a)), and the maximum
amount payable with respect to any Full Value Awards that are to be settled in cash and
that are granted to any one Participant during any consecutive thirty-six month period
shall not exceed $15,000,000. The aggregate number of Shares subject to Options and/or
Stock Appreciation Rights granted during any thirty-six month period to any one Participant
shall not exceed 4,000,000 Shares. |
| (d) | Performance
Measures. For purposes of any Full Value Award considered Performance-Based Compensation
subject to this Section 16, the performance measures to be utilized shall be limited
to one or a combination of two or more of the following performance criteria: net sales;
comparable store sales; total revenue; gross margin rate; selling, general and administrative
expense rate; earnings before interest, taxes, depreciation and amortization; earnings
before interest and taxes; earnings before taxes; net earnings; earnings per share; Target
Corporation share price; total shareholder return; return on equity; return on sales;
return on assets; return on invested capital; cash flow return |
2015 Proxy
Statement │ TARGET CORPORATION 99
on investment; economic value added;
credit card segment profitability; credit card segment pre-tax return on invested capital; credit
card spread to LIBOR; operating cash flow; free cash flow; working capital; interest coverage; net debt to earnings before interest,
taxes, depreciation, amortization and rent expense ratio; debt leverage; and total net debt. Any performance goal based on one
of the foregoing performance measures utilized may be expressed in absolute amounts, on a per share basis, as a growth rate or
change from preceding periods, or as a comparison to the performance of specified companies or other external measures, and may
relate to one or any combination of corporate, group, unit, division, Subsidiary or individual performance.
| (a) | Unfunded
Plan. The Plan shall be unfunded and the Company shall not be required to segregate
any assets that may at any time be represented by Awards under the Plan. Neither the
Company, its Subsidiaries, the Committee, nor the Board shall be deemed to be a trustee
of any amounts to be paid under the Plan nor shall anything contained in the Plan or
any action taken pursuant to its provisions create or be construed to create a fiduciary
relationship between the Company and/or its Subsidiaries, and a Participant. To the extent
any person has or acquires a right to receive a payment in connection with an Award under
the Plan, this right shall be no greater than the right of an unsecured general creditor
of the Company. |
| (b) | Limits
of Liability. Except as may be required by law, neither the Company nor any member
of the Board or of the Committee, nor any other person participating (including participation
pursuant to a delegation of authority under Section 3(d) of the Plan) in any determination
of any question under the Plan, or in the interpretation, administration or application
of the Plan, shall have any liability to any party for any action taken, or not taken,
in good faith under the Plan. |
| (c) | Compliance
with Applicable Legal Requirements. No Shares distributable pursuant to the Plan
shall be issued and delivered unless the issuance of the Shares complies with all applicable
legal requirements, including compliance with the provisions of applicable state, federal
and foreign securities laws, and the requirements of any securities exchanges on which
the Company’s Shares may, at the time, be listed. No such restriction shall affect
the termination date of an Award, which shall be suspended until such restriction is
removed. During any period in which the offering and issuance of Shares under the Plan
are not registered under federal or state securities laws, Participants shall acknowledge
that they are acquiring Shares under the Plan for investment purposes and not for resale,
and that Shares may not be transferred except pursuant to an effective registration statement
under, or an exemption from the registration requirements of, such securities laws. Any
book-entry or stock certificate evidencing Shares issued under the Plan that are subject
to such securities law restrictions shall be accompanied by or bear an appropriate restrictive
legend. |
| (d) | Other
Benefit and Compensation Programs. Payments and other benefits received by a Participant
under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s
regular, recurring compensation for purposes of the termination, indemnity or severance
pay laws of any country and shall not be included in, nor have any effect on, the determination
of benefits under any other employee benefit plan, contract or similar arrangement provided
by the Company or a Subsidiary unless expressly so provided by such other plan, contract
or arrangement, or unless the Committee expressly determines that an Award or portion
of an Award should be included to accurately reflect competitive compensation practices
or to recognize that an Award has been made in lieu of a portion of competitive cash
compensation. |
| (e) | Governing
Law. To the extent that federal laws do not otherwise control, the Plan and all determinations
made and actions taken pursuant to the Plan shall be governed by the laws of the State
of Minnesota without regard to its conflicts-of-law principles and shall be construed
accordingly. |
| (f) | Severability.
If any provision of the Plan shall be held illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been included. |
| (g) | Code
Section 409A. It is intended that (i) all Awards of Options, SARs and Restricted
Stock under the Plan will not provide for the deferral of compensation within the meaning
of Code Section 409A and thereby be exempt from Code Section 409A, and (ii) all other
Awards under the Plan will either not provide for the deferral of compensation within
the meaning of Code Section 409A, or will comply with the requirements of Code Section
409A, and Awards shall be structured and the Plan administered and interpreted in accordance
with this intent. The Plan and any Agreement may be unilaterally amended by the Company
in any manner deemed necessary or advisable by the Committee or Board in order to maintain
such exemption from or compliance with Code Section 409A, and any such amendment shall
conclusively be presumed to be necessary to comply with applicable law. Notwithstanding
anything to the contrary in the Plan or any Agreement, with respect to any Award that
constitutes a deferral of compensation subject to Code Section 409A: |
| (1) | If
any amount is payable under such Award upon a termination of Service, a termination of
Service will be deemed to have occurred only at such time as the Participant has experienced
a “separation from service” as such term is defined for purposes of Code
Section 409A; |
| (2) | If
any amount shall be payable with respect to any such Award as a result of a Participant’s
“separation from service” at such time as the Participant is a “specified
employee” within the meaning of Code Section 409A, then no payment shall be made,
except as permitted under Code Section 409A, prior to the first business day after
the earlier of (i) the date that is six months after the Participant’s separation
from service or (ii) the Participant’s death. Unless the Committee has adopted
a specified employee identification policy as contemplated by Code Section 409A, specified
employees will be identified in accordance with the default provisions specified under
Code Section 409A. |
| (3) | Any
cancellation or termination of an Award and its liquidation, including under Section
11(c)(2), may only be made if and only to the extent and at the time permitted under
Code Section 409A. |
| (h) | Rule
16b-3. It is intended that the Plan and all Awards granted pursuant to it to Participants
who are subject to Section 16 of the Exchange Act shall be administered by the Committee
so as to permit the Plan and Awards to comply with Exchange Act Rule 16b-3. If any provision
of the Plan or of any Award would otherwise frustrate or conflict with the intent expressed
in this Section 17(h), that provision to the extent possible shall be interpreted and
deemed amended in the manner determined by the Committee so as to avoid the conflict.
To the extent of any remaining irreconcilable conflict with this intent, the provision
shall be deemed void as applied to Participants subject to Section 16 of the Exchange
Act to the extent permitted by law and in the manner deemed advisable by the Committee. |
2015 Proxy
Statement │ TARGET CORPORATION 100
| (i) | Compensation
Recoupment Policy. Awards may be made subject to any compensation recoupment policy
adopted by the Board or the Committee at any time prior to or after the effective date
of the Plan, and as such policy may be amended from time to time after its adoption.
The compensation recoupment policy shall be applied to any Award that constitutes the
deferral of compensation subject to Code Section 409A in a manner that complies with
the requirements of Code Section 409A. |
2015 Proxy Statement │ TARGET CORPORATION 101
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