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TARGET CORP TGT

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

+$2,856,628

+42.4% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

Peer Group
— · 37 → 37 members
37 kept · +0 · −0
Same membership year-over-year.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Michael J. FiddelkeFormer EVP & ChiefOperating Officer and current Chief Executive Officer	ChangedCEO	$6,741,443 2024	$9,598,071 2025	+$2,856,628	+42.4%	+2.4 pp
Jim LeeEVP & Chief Financial Officer	Changed	$11,307,865 2024	$6,434,500 2025	-$4,873,365	-43.1%	-11.5 pp
Amy TuFormer EVP & Chief Legal & Compliance Officer	Changed	$10,533,824 2024	$5,820,110 2025	-$4,713,714	-44.7%	-17.2 pp
Richard H. GomezFormer EVP & Chief Commercial Officer	Changed	$4,190,055 2024	$6,185,713 2025	+$1,995,658	+47.6%	+6.2 pp
Brian C. CornellChair & former ChiefExecutive Officer	Changed	$20,407,603 2024	$21,830,088 2025	+$1,422,485	+7.0%	+0.5 pp
A. Christina HenningtonEVP & Chief Strategy & Growth Officer	Removed	$4,568,947 2024	—	—	—	—
Melissa K. KremerEVP & ChiefHR Officer	Added	—	$5,402,931 2025	—	—	—

Governance

Policy guardrails

clawback
Unchanged
present → present
“clawback policy allows for recovery of”
compensation committee
Unchanged
Compensation & Human Capital Management Committee → Compensation & Human Capital Management Committee
“The Compensation & Human Capital Management Committee”
compensation consultant
Unchanged
independent → independent
“Independent compensation consultantThe Compensation & Human Capital Management Committee retains an independent compensation consultant to advise on executive compensation programs and practices.54No hedging of company s…”
hedging
Unchanged
Not extracted → Not extracted
“Anti-hedging and anti-pledging policies”
pledging
Unchanged
prohibited → prohibited
“common stock owned by them. In addition, the Leadership Team and members of the Board are prohibited from pledging Target”
stock ownership guidelines
Unchanged
present → present
“stock ownership guidelines are designed to align management and shareholder interests by providing vehicles for our NEOs to accumulate and maintain an ownership position in Target.Risk mitigation policiesWe incorporate s…”

Performance markers

Metric facts

ceo pay ratio
Changed
753 to 1 → 794 to 1
Numeric delta: +41.00
“Pay ratio disclosure As disclosed in the “Summary compensation table” on page 58, the Fiscal 2025 total annual compensation for our CEO was $21,830,088. We estimate that the Fiscal 2025 total annual compensation for the …”
revenue
Changed
$1 → $107
Numeric delta: +106.00
“graphs highlight our historical performance on key metrics that we used in our executive compensation programs over each of the last five years. The metrics used in our compensation program are described in more detail i…”
say on pay
Changed
93.2% → 92.2%
Numeric delta: -1.00
“Say on Pay proposal in support of our executive compensation program by a vote of 92.2%.”
operating income
Unchanged
$6 → $6
Numeric delta: 0.00
“and how we performed in comparison to these goals The Fiscal 2025 goals and actual performance were: MetricGoal(1)(2)(3)Actual(1)(3)Actual performance as a percentage of goalPayout as a percentage ofgoal for each metricF…”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

43% shingled-prose overlap between the two filings.

2025: 49,239 chars · 2026: 53,736 chars

Pay Ratio (Item 402(u)):43% overlap (2,147 → 2,350 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

274 new98 changed130 removed284 unchanged

newExecutive summaryIn the face of multiple challenges, our 2025 top and bottom-line results were below our expectations.
newNet Sales and Operating Income decreased 1.7% and 8.1%, respectively.
newEven with these pressures, our gross margin rate held up remarkably well, as our team demonstrated agility in navigating a dynamic tariff environment to protect our value proposition for our guests.
newIn addition, we saw Digital Comparable Sales growth of 3.1%, and non-merchandise sales grew 18.2%.
newOur incentive programs and outcomes represent our commitment to aligning pay to both short and long-term performance.
newWhile we remain focused on business results, our Team Members are the center of our strategy and business success, and help us meet the evolving needs of our guests and business year after year.
newWe invest in their growth and well-being through competitive pay, comprehensive benefits, and resources that support their families, education, and financial security.
newThese offerings include market-leading starting wages, accessible health and wellness programs, family care benefits, tuition-free education, and robust savings and discount programs.
newWe continue to invest in our business and communities, as illustrated in the “Financial performance metrics for Fiscal 2025” on page 39.
newCEO transitionMr.
newFiddelke succeeded Mr. Cornell, who was appointed to the role of Executive Chair effective February 1, 2026.
newMr. Cornell is anticipated to serve as Executive Chair or a special advisor until March 13, 2027.
newThe Board of Directors proactively prepared for his transition as part of our ongoing CEO succession plan.
newAs disclosed in the Form 8-K filed on February 5, 2026, the following decisions were made related to Mr. Fiddelke’s compensation in connection with his appointment as Chief Executive Officer effective February 1, 2026:•Annual base salary increased to $1,300,000;•At-goal STIP opportunity of 200% of his base salary;•Annual performance-based equity award grant valued at $12,100,000, consisting of 60% PSUs and 40% PBRSUs; and•Mr. Fiddelke did not receive a promotional grant related to his appointment to CEO.
newThe following decisions were made related to Mr. Cornell’s compensation in connection with his service: •Annual base salary decreased to $1,120,000;•At-goal STIP opportunity of 200% of his base salary; •An RSU grant valued at $6,000,000 that vests ratably on an annual basis over two years; and•Mr. Cornell will not be eligible for severance under Target’s Income Continuance Plan.See “Board Leadership Structure” section on page 9 for more information.
changedTARGET CORPORATION 2026 2025Proxy Statement39
newTable of ContentsCompensation Discussion and Analysis
newFinancial performance metrics for Fiscal 2025
newChange in Comparable SalesChange in Net SalesChange in AdjustedEPS(1)(2.6)%(1.7)%(14.5)%After-tax ROIC (2)5% of profitsgiven tocommunities (3)Capital investedin the business13.8%$459M$3.7B
newSee page 32 of the 2025
changedSeepage30ofthe2024Annual Report for a reconciliation of Adjusted EPS to GAAP diluted EPS and page 28 26of the 2025 Annual Report for the
newcalculation of the “Change in Adjusted EPS” provided above.
changedThe calculation of the number provided above is disclosed on page 34 31of the 2025 2024Annual Report.
changed(3)Calculated based on the average of the priorthree years of Target’s pre-tax profits.
newGiving includes Target’s product and cash
newdonations and Target Foundation’s cash donations.
newExcludes cash donations from Target to the Target Foundation.
changedThe pay programs described throughout our CD&A align with our pay for performance philosophy and are structured based on financial
changedfinancialand operational performance and shareholder outcomes.
changed40TARGET CORPORATION 2026 2025Proxy Statement
changedShareholder support for our 2025 2024advisory vote on executive compensation and shareholder outreach programAt the 2025 2024Annual Meeting, shareholders approved our Say on Pay proposal in support of our executive compensation program by a vote of 92.2%. 93.2%.
changedSee “Shareholder engagement” on page 18 16for more information.
changedWith that in mind, three principles guide our compensation program:•Deliver on our pay for performance philosophy in support of our strategy;•Provide a framework that encourages outstanding financial results and shareholder returns over the long-term; and•Attract, retain, and motivate a premier management team to sustain our distinctive brand and its competitive advantage in the marketplace.A significant portion of our executive compensation is at risk, so the actual compensation realized by our NEOs may vary from targeted compensation based upon the level of achievement of specified performance objectives and stock price performance.We have provided our three-year realized payout history on the incentive components of our compensation program on pages 46, 49, and 50. performance.
changedTARGET CORPORATION 2026 2025Proxy Statement41
changedConsistent with our guiding principles, 94% 93%of CEO Annual
changedAnnual CEO pay mix(1)(2) mix(1)
changedAnnual Non-CEO NEOs pay mix(1)(2) mix(1)
changedAt-risk compensation = 94% 93%
changed(1)Annual TDC differs from the “Total” for Fiscal 2025 2024in the “Summary compensation table” on page 58 53because it: (a) includes
new(2)Mr. Cornell is captured in the “Annual CEO pay mix” chart.
newMr. Fiddelke is included in the “Annual Non-CEO NEOs pay mix”
newchart.
changedHow annual CEO pay is tied to performanceThe following pay elements are performance-based and represent a significant percentage of Annual TDC.•STIP — Payouts range from 0% to 200% of goal depending on Net MerchandiseSales, Incentive Operating Income, and the assessment of the team scorecard.•PSUs — Payouts range from 0% to 200% of goal depending on Net AdjustedMerchandiseSales growth, EPS growth, and ROIC performance relative to our retail peer group.
changed42TARGET CORPORATION 2026 2025Proxy Statement
newPerformance metrics
changedNet MerchandiseSales (1)(in millions)Operating Income (2)(in millions)
changed(1)For our STIP compensation element, we use Net MerchandiseSales as reported in our applicable annual reports and shown above.
newFor our
new2023-2025 PSU compensation element, we used Merchandise Sales as reported in our annual reports, which in Fiscal 2022
newwas $107,588 million and in Fiscal 2025 was $102,717 million.
changedSee page 48 45for additional information on the 2023-2025 PSU
newaward adjustments.
changedSee Note 2 to the consolidated financial statements in our 2025 2024Annual Report for additional information.
newFor Fiscal 2025, we excluded the net gain
newfrom interchange fee settlements, as well as business transformation costs.
newThese costs are explained further in Notes 6 and
new7 to the consolidated financial statements in our 2025 Annual Report.
newThe net impact of these exclusions was a reduction in
newOperating Income of $343 million.
changed(3)For the 2023-2025 2022-2024PSU awards, we use EPS as reported in our applicable annual reports and shown above. above,exceptforthe
newFor Fiscal 2025,
newwe excluded the net gain from interchange fee settlements, reducing EPS by $0.97 per share.
newFor Fiscal 2025, we excluded
newthe net gain from the interchange fee settlements from net operating profit after taxes, reducing ROIC by 1.5 percentage
newpoints.
newSee page 48 for additional information on the 2023-2025 PSU award adjustments.
newSee our applicable annual reports
newfor a more detailed description and calculation of ROIC.
changedTARGET CORPORATION 2026 2025Proxy Statement43
newIn Fiscal 2025, we complemented our ongoing relative LTI program with the Senior Leadership Performance Award,
newwhich is based on performance against rigorous absolute goals.
newSee “Senior Leadership Performance Awards” on page 51 for
newmore information.
changedComponentWeightMetricGoal(1)Actual(1)Actual performanceas a percentage of goalPayout as apercentageof goalOverall weightedpayout as a percentage of goal2025 STIPPerformanceFinancial67%Net Sales$108,567$104,78096.5%42%28.1%IncentiveOperatingIncome(2)$6,362$5,14080.8%Team scorecard33%N/A50%16.5%Total goal2024STIPPerformanceFinancial67%MerchandiseSales$105,776$104,82099.1%82%54.9%IncentiveOperatingIncome(2)$6,401$5,99493.6%Teamscorecard33%N/A85%28.1%Totalpayout as a percentage of goal44.6% goal83%
newAward typeMetricPerformance rankrelative to peersActual payout as apercentage of goalOverall payout as apercentage of goal2023-2025 LTI PerformancePSUsAdjusted Merchandise Sales CAGR(3)15 of 2025%88.2%EPS CAGR6 of 20154%ROIC11 of 2085%Performance rankrelative topeers(4)TSR(5)Overall payout as a percentage of goalPBRSUsRelative TSR17 of 19(31.8)%75%
changed(2)See the “Performance metrics” highlights”tables and footnotes on page 42 39for a description of how Incentive Operating Income is
new(3)The 2023-2025 PSU awards are measured using Merchandise Sales.
newBeginning in 2025, PSU awards are measured using Net
newSales.
changed(4)The (3)Theretail peers for PBRSUs excludes Publix Super Markets, Inc. For more information, see “PBRSUs” on page 49. 46.

Removed from 2025

Executive summaryIn 2024, Net Sales grew 0.8% on a 52-week basis with full-year comparable sales growth of 0.1%.
Our performance was fueled by traffic growth of 1.4%, reflecting increases in both our stores and digital channels.
Digital comparable sales grew 7.5%, reflecting double-digit sales growth from our Drive Up service and Same Day Delivery powered by Target Circle 360 via our wholly owned subsidiary, Shipt, Inc. Additionally, we saw mid-teens growth in our Roundel media business.
Though profit trends were not as consistent as we expect them to be over the long-term, the execution of our strategy along with disciplined inventory and expense management contributed to profit growth in 2024 on a 52-week basis.At Target, our Team Members are the center of our culture, strategy, and success, and help us meet the evolving needs of our guests and business year after year.
We invest in our Team Members by giving them opportunities to grow professionally, take care of themselves, each other, and their families by providing the following:•Competitive pay for our Team Members.
Our starting wage range of $15-$24 per hour positions us as a wage leader in every market we operate.•Free employee assistance and mental health program which provides confidential, 24/7 access to licensed clinicians, free or low-cost access to virtual healthcare, and Team Members who work a minimum average of 25 hours are also eligible to enroll in a Target medical plan.•Benefits to help Team Members secure quality child and elder care, paid family leave, and comprehensive time off plans.•Tuition‑free degrees, certificates and foundational learning through Dream to Be, our industry‑leading education assistance benefit for our Team Members.•A 401(k) dollar‑for‑dollar match up to 5%, 10% Team Member Discount, and 20% Wellness Discount on select wellness products.We continue to invest in our business and communities, as illustrated in the "Financial performance highlights for Fiscal 2024" on the following page.
36TARGET CORPORATION 2025 Proxy Statement
Compensation Discussion and AnalysisTable of Contents
Financial performance highlights for Fiscal 2024
Comparable Sales growth Merchandise Sales fulfilled bystoresChange in GAAP and AdjustedEPS(1)0.1 %97.6 %(0.9) %After-tax ROIC (2)5% of profitsgiven tocommunities (3)Capital investedin the business15.4 %$406M$2.9B
There were no adjustments
in 2024.
2024 Annual Report for the calculation of the “Adjusted EPS Growth” provided above.
Fiscal 2023 consisted of 53 weeks
compared with 52 weeks for Fiscal 2024.
Includes in-kind donations and cash from Target
and the Target Foundation.
TARGET CORPORATION 2025 Proxy Statement37
38TARGET CORPORATION 2025 Proxy Statement
Performance highlights
above.
For our PSU compensation element, we use Adjusted Merchandise Sales.
the 2022-2024 PSU award adjustments.
In our 2024 Annual Report, we changed the presentation of revenue in our
Consolidated Statements of Operations, consolidating the previous three-line format (Sales, Other Revenue, and Total
Revenue) to a single line labeled “Net Sales”, which reflects all revenues (formerly “Total Revenue”).
As a result of this change,
the amounts labeled “Sales” in our prior annual reports are now labeled “Merchandise Sales.” There was no impact to the
previously reported amounts.
information.
Fiscal 2023 consisted of 53 weeks compared with 52 weeks for the other fiscal years presented.
The extra week
in Fiscal 2023 contributed $1,715 million to Merchandise Sales.
Fiscal 2023 consisted of 53 weeks
compared with 52 weeks for the other fiscal years presented.
exclusion of the one-time gain on the sale of the Dermstore business from the Fiscal 2021 base year, which decreased EPS
by $0.55 per share to $13.55.
Fiscal 2023 consisted of 53 weeks compared with 52 weeks for the other fiscal years
presented.
See page 45 for additional
information on the 2022-2024 PSU award adjustments.
See our applicable annual reports for a more detailed description and
calculation of ROIC.
Award typeMetricPerformance rankrelative to peersActual payout as apercentage of goalOverall payout as apercentage of goal2022-2024 LTI PerformancePSUsAdjusted Merchandise Sales CAGR15 of 2142%61.6%EPS CAGR14 of 2140%ROIC8 of 21103%Performance rankrelative topeers(3)TSR(4)Overall payout as a percentage of goalPBRSUsRelative TSR14 of 20(37.0)%100%
salary increase of $125,000 for Mr. Fiddelke and $50,000 for
Ms. Hennington as part of their appointments as EVP &
Chief Operating Officer and EVP & Chief Strategy & Growth
Officer, respectively.
Committee approved starting salaries of $850,000 for Mr.
Lee and $825,000 for Ms. Tu in Fiscal 2024 in connection
with them joining Target as EVP & Chief Financial Officer
and EVP & Chief Legal & Compliance Officer, respectively.
Income (50%).
footnotes on page 39 for a description of how Merchandise
Sales are reported and how Incentive Operating Income is
In Fiscal 2024, the threshold payout under the STIP program
increased from 20% to 30% to align with market practice.
When approving the incentive design and goals in March 2024, the Board took into account the uncertain external environment
•Our Merchandise Sales goal represented a 1.6% increase over the prior year actual Merchandise Sales on a 52-week basis.
•Our Incentive Operating Income goal represented a 7.3% increase over the prior year on a 52-week basis.
In Fiscal 2024, both top-line and bottom-line results were below goal:
•Merchandise Sales increased 0.7% over the prior year on a 52-week basis, resulting in an 87% of goal payout for the
Merchandise Sales metric.
•Incentive Operating Income increased 0.5% from the prior year on a 52-week basis, resulting in a 77% of goal payout for the
Incentive Operating Income metric.
The Compensation & Human Capital Management Committee approved a collective STIP financial outcome of 82% of goal
highly integrated nature of our business, which requires shared
Management shared quarterly updates with the Compensation
& Human Capital Management Committee throughout Fiscal
Fiscal 2024.
For Fiscal 2024, performance against the following key
indicators contributed to the overall team scorecard results:
•Launched a cohesive membership ecosystem, Target Circle,
which accelerated growth, deepened engagement, and
unlocked member value;
•Experienced strong comparable digital sales growth of
7.5%;
•Performed close to plan for Fiscal 2024 for new stores
opened in Fiscal 2023;
•Maintained strong Team Member engagement;

More changes truncated for legibility. Open the filings on SEC for full prose.

Cells reading “Not extracted” mean the deterministic extractor didn’t pick up that disclosure for the listed filing — not that it isn’t in the proxy. Open the company workspace and use Ask to query the CD&A directly.