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SEC Filings

TARGET CORP filed this Form DEF 14A on 05/19/2014
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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 restricted stock units (RSUs); or


  RSUs only.


Effective January 8, 2014, to be consistent with our decision to eliminate stock options as part of executive officer compensation, we ceased granting stock options to our non-employee directors.


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 and vest quarterly over a one-year period.


The Lead Independent Director and Committee Chairpersons 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 Chairpersons is as follows:


  Lead Independent Director   $   25,000  
  Audit Committee Chairperson   $   30,000  
  Compensation Committee Chairperson   $   20,000  
  Nominating & Governance Committee Chairperson   $   15,000  
  Corporate Responsibility Committee Chairperson   $   15,000  
  Finance Committee Chairperson   $   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 and, for new directors who joined before January 8, 2014, options. The size of the option grants are based on the estimated fair value as determined under the Towers Watson Black-Scholes option pricing methodology. Stock options are immediately vested, but are not exercisable until one year after the grant date, and have a ten-year term.


Interim Chair of the Board


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 determined to provide her an additional annual cash retainer of $190,000, pro-rated for the time Ms. Austin serves as Interim Chair.


2014 Proxy Statement    TARGET CORPORATION     22