TARGET CORP
For the period ended Jun 10, 2026. Filed Apr 27, 2026.
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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
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 principalposition | Fiscalyear | Salary | Bonus(1) | Stock awards(2)(3) | Non-equityincentive plancompensation(4) | Change inpension valueandnonqualifieddeferredcompensationearnings(5) | All other compensation(6) | Total |
|---|---|---|---|---|---|---|---|---|
| Brian C. CornellChair & former ChiefExecutive Officer | 2025 | $1,400,000 | $462,000 | $18,555,280 | $787,920 | $0 | $624,888 | $21,830,088 |
| 2024 | $1,400,000 | $785,400 | $16,087,492 | $1,538,320 | $0 | $596,391 | $20,407,603 | |
| 2023 | $1,400,000 | $831,600 | $14,720,515 | $1,782,200 | $0 | $469,038 | $19,203,353 | |
| Jim LeeEVP & Chief Financial Officer | 2025 | $850,000 | $140,250 | $5,130,567 | $239,190 | $0 | $74,493 | $6,434,500 |
| 2024 | $310,577 | $2,287,117 | $8,527,406 | $170,631 | $0 | $12,134 | $11,307,865 | |
| Michael J. FiddelkeFormer EVP & ChiefOperating Officer and current Chief Executive Officer | 2025 | $1,065,385 | $176,423 | $7,853,253 | $300,882 | $18,507 | $183,621 | $9,598,071 |
| 2024 | $900,000 | $252,450 | $4,942,063 | $494,460 | $17,524 | $134,946 | $6,741,443 | |
| 2023 | $771,226 | $229,054 | $3,259,800 | $490,886 | $16,433 | $98,819 | $4,866,218 | |
| Richard H. GomezFormer EVP & Chief Commercial Officer | 2025 | $837,019 | $138,346 | $4,828,084 | $235,943 | $0 | $146,321 | $6,185,713 |
| 2024 | $764,423 | $214,421 | $2,628,759 | $419,974 | $0 | $162,478 | $4,190,055 | |
| Melissa K. KremerEVP & ChiefHR Officer | 2025 | $787,019 | $130,096 | $4,122,104 | $221,873 | $17,502 | $124,337 | $5,402,931 |
| Amy TuFormer EVP & Chief Legal & Compliance Officer | 2025 | $285,577 | $0 | $4,525,490 | $0 | $0 | $1,009,043 | $5,820,110 |
| 2024 | $364,904 | $2,652,356 | $7,154,576 | $200,478 | $0 | $161,510 | $10,533,824 |
(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 Statement | 59 |
| Name | Minimumamount | Amountreported | Maximumamount |
|---|---|---|---|
| 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:
| Name | Company matchingcontributions | Life insurance | SPP adjustments | Severance | Perquisites | Total |
|---|---|---|---|---|---|---|
| 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
| 60 | TARGET 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.