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TARGET CORP

For the period ended Jun 10, 2026. Filed Apr 27, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2026 · Filed Apr 27, 2026

TGT$158.41+0.3%Stored close · as of Nov 6, 2026
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Contents

Summary compensation table

The following “Summary compensation table” contains values calculated and disclosed according to SEC reporting requirements.

Salary, Bonus, and Non-equity incentive plan compensation amounts reflect the compensation earned during each fiscal year.

Stock Awards reflect awards with a grant date during each fiscal year.

Name and principalpositionFiscalyearSalaryBonus(1)Stock awards(2)(3)Non-equityincentive plancompensation(4)Change inpension valueandnonqualifieddeferredcompensationearnings(5)All other compensation(6)Total
Brian C. CornellChair & former ChiefExecutive Officer2025$1,400,000$462,000$18,555,280$787,920$0$624,888$21,830,088
2024$1,400,000$785,400$16,087,492$1,538,320$0$596,391$20,407,603
2023$1,400,000$831,600$14,720,515$1,782,200$0$469,038$19,203,353
Jim LeeEVP & Chief Financial Officer2025$850,000$140,250$5,130,567$239,190$0$74,493$6,434,500
2024$310,577$2,287,117$8,527,406$170,631$0$12,134$11,307,865
Michael J. FiddelkeFormer EVP & ChiefOperating Officer and current Chief Executive Officer2025$1,065,385$176,423$7,853,253$300,882$18,507$183,621$9,598,071
2024$900,000$252,450$4,942,063$494,460$17,524$134,946$6,741,443
2023$771,226$229,054$3,259,800$490,886$16,433$98,819$4,866,218
Richard H. GomezFormer EVP & Chief Commercial Officer2025$837,019$138,346$4,828,084$235,943$0$146,321$6,185,713
2024$764,423$214,421$2,628,759$419,974$0$162,478$4,190,055
Melissa K. KremerEVP & ChiefHR Officer2025$787,019$130,096$4,122,104$221,873$17,502$124,337$5,402,931
Amy TuFormer EVP & Chief Legal & Compliance Officer2025$285,577$0$4,525,490$0$0$1,009,043$5,820,110
2024$364,904$2,652,356$7,154,576$200,478$0$161,510$10,533,824

(1)The “Bonus” amount shows actual payouts earned under our STIP for the team scorecard component. Due to her departure,

Ms. Tu was not eligible to receive a STIP payout.

(2)Amounts represent the aggregate grant date fair value of awards made each fiscal year, as computed in accordance with

FASB ASC Topic 718. See Notes 23 and 21, Share-Based Compensation, in the 2025 Annual Report and the 2024 Annual

Report, respectively, for a description of our accounting and the assumptions used. Due to his departure and retirement

eligibility, Mr. Gomez is eligible to receive 100% of his PSUs, 50% of his PBRSUs, and pro-rated vesting of his SLPAs based

on time served during the performance period with original payout timing. 50% of his PBRSUs were forfeited. Due to her

departure, Ms. Tu is eligible to receive 50% vesting of her PBRSUs granted with original payout timing. 100% of her PSUs

and SLPAs, and 50% of her PBRSUs were forfeited.

(3)Represents the aggregate grant date fair value of PSUs, PBRSUs, and SLPAs that were computed based on the probable

outcome of the performance conditions as of the grant date. Actual payments will be based on degree of attainment of the

performance conditions and our stock price on the settlement date. The range of payments for the PSUs and SLPAs granted

in Fiscal 2025 is as follows:

TARGET CORPORATION 2026 Proxy Statement59
NameMinimumamountAmountreportedMaximumamount
Mr. Cornell
PSU Granted 3/12/25$0$11,040,105$22,080,210
Mr. Lee
PSU Granted 3/12/25$0$2,160,089$4,320,178
SLPA Granted 3/12/25$0$1,500,101$3,000,202
Mr. Fiddelke
PSU Granted 3/12/25$0$3,780,020$7,560,040
SLPA Granted 3/12/25$0$1,500,101$3,000,202
Mr. Gomez
PSU Granted 3/12/25$0$1,980,073$3,960,146
SLPA Granted 3/12/25$0$1,500,101$3,000,202
Ms. Kremer
PSU Granted 3/12/25$0$1,560,070$3,120,140
SLPA Granted 3/12/25$0$1,500,101$3,000,202
Ms. Tu
PSU Granted 3/12/25$0$1,800,056$3,600,112
SLPA Granted 3/12/25$0$1,500,101$3,000,202

(4)The “Non-equity incentive plan compensation” amount shows actual payouts earned under the financial component of our

STIP. Due to her departure, Ms. Tu was not eligible to receive a STIP payout.

(5)The “Change in pension value and nonqualified deferred compensation earnings” amount represents the change in the

qualified pension amounts for NEOs who are eligible for our Pension Plan, SPP I, or SPP II and reflects the additional pension

benefits attributable to additional service, increases in eligible earnings, and changes in the discount rate. The discount rates

used in Fiscal 2025, Fiscal 2024, and Fiscal 2023 were 5.56%, 5.68%, and 5.20%, respectively. For Fiscal 2025, the actual

change in the qualified pension plan amount was an increase of $18,507 for Mr. Fiddelke and an increase of $17,502 for Ms.

Kremer. Mr. Cornell, Mr. Lee, Mr. Gomez, and Ms. Tu are not eligible for the Pension Plan, SPP I, or SPP II because they were

hired after January 2009.

(6)The “All other compensation” amounts reported for Fiscal 2025 include the elements in the following table:

NameCompany matchingcontributionsLife insuranceSPP adjustmentsSeverancePerquisitesTotal
Mr. Cornell$186,186$45,720$0$0$392,982$624,888
Mr. Lee$56,940$8,280$0$0$9,273$74,493
Mr. Fiddelke$90,609$5,621$46,074$0$41,317$183,621
Mr. Gomez$73,975$15,480$0$0$56,866$146,321
Ms. Kremer$68,885$5,400$26,579$0$23,473$124,337
Ms. Tu$17,183$4,763$0$981,699$5,398$1,009,043

Company matching contributions. Company matching contributions represent restored match credits and 401(k) matching

contributions made by Target. Restored match credits represent matching contributions made by Target into a participant’s

EDCP account where matching contributions for eligible pay are not able to be made into the participant’s Target 401(k) Plan

account because of IRC limits. The amount of the restored match credits may represent up to a maximum of 5% of eligible

pay allocated between the participant’s Target 401(k) Plan and EDCP accounts. The 5% match rate is the same for all Team

Members.

Life insurance. Life insurance represents the dollar value of life insurance premiums paid by Target.

SPP adjustments. SPP adjustments represent fluctuations of supplemental pension plan benefits that are credited or debited

to the NEO’s EDCP accounts. These benefits are based on our normal pension formulas. As applicable, they are affected by

final average pay, service, age, and changes in interest rates.

Severance. Severance represents the amount paid to Ms. Tu under Target’s ICP program for Fiscal 2025.

Perquisites. The dollar amount of “Perquisites” in this Note’s table 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-provided aircraft

was determined by including fuel cost, landing fees, on-board catering, any variable maintenance costs attributable to

personal flights, any commuting expenses to and from the airport, and related unoccupied positioning, or “deadhead,” flights.

Mr. Cornell is eligible only for perquisites that serve a business purpose for Target or support his safety, health, and well-

being, namely: reimbursement of security expenses, on-site parking, executive physical, and personal use of company-owned

aircraft (including to travel to outside board meetings) for security reasons. The perquisites for our Non-CEO NEOs typically

60TARGET CORPORATION 2026 Proxy Statement

consist of reimbursement of financial management expenses, reimbursement of security expenses, on-site parking, spousal

travel on business trips, limited personal use of company-owned aircraft (including to travel to outside board meetings), and

executive physicals. The individual perquisites that exceeded $25,000 were use of the company-owned aircraft. Mr. Cornell’s

personal use of company-owned aircraft, driven by security concerns that have intensified in recent years, amounted to

$372,573, and Mr. Gomez’s personal use of company-owned aircraft was for travel to outside board meetings, which

amounted to $36,285. No tax gross-ups are provided on these perquisites.

In addition to the perquisites described in this Note and quantified in this Note’s table, the NEOs occasionally use support

staff time for personal matters, principally to allow them to devote more time to our business, and receive personal use of

empty seats on business flights of company-owned aircraft, and personal use of event tickets when such tickets are not being

used for business purposes, each of which are benefits for which we have no incremental cost.

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