Target 2017 Interactive Proxy Statement

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Board Nominees

  • Roxanne S. Austin

  • Douglas M. Baker, Jr.

  • Brian C. Cornell

  • Calvin Darden

  • Henrique De Castro

  • Robert L. Edwards

  • Melanie L. Healey

  • Donald R. Knauss

  • Monica C. Lozano

  • Mary E. Minnick

  • Derica W. Rice

  • Kenneth L. Salazar

View by Qualification:

  • View All
  • Public Affairs or Corporate Governance

    • Kenneth L. Salazar
    • Calvin Darden
    • Douglas M. Baker, Jr.
  • Finance or Risk Management

    • Roxanne S. Austin
    • Derica W. Rice
  • Multi-National Operations or Supply Chain Logistics

    • Derica W. Rice
    • Henrique De Castro
    • Mary E. Minnick
  • Technology

    • Roxanne S. Austin
    • Henrique De Castro
  • Workforce Management

    • Brian C. Cornell
    • Calvin Darden
    • Douglas M. Baker, Jr.
  • Real Estate

    • Calvin Darden
    • Brian C. Cornell
  • Marketing or Brand Management

    • Douglas M. Baker, Jr.
    • Mary E. Minnick
    • Brian C. Cornell
  • Senior Leadership

    • Kenneth L. Salazar
    • Derica W. Rice
    • Mary E. Minnick
    • Henrique De Castro
    • Calvin Darden
    • Brian C. Cornell
    • Douglas M. Baker, Jr.
    • Roxanne S. Austin
  1. Gender
  2. More Diversity

View by years of Tenure:

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  • 0-2

  • 3-5

  • 6-10

  • 11-15

  • 15+

View by Independence:

Independent ()
Non-Independent ()

View by Committee:

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  • Audit & Finance


    Number of meetings: 7
    Chair: Derica W. Rice

    Audit Committee Financial Expert

    - Derica W. Rice

    - Monica C. Lozano

    - Mary E. Minnick

    • Derica W. Rice
    • Mary E. Minnick
    • Monica C. Lozano
  • Human Resources & Compensation


    Number of meetings: 4
    Chair: Anne M. Mulcahy

    • Roxanne S. Austin
    • Calvin Darden
    • Henrique De Castro
    • Melanie L. Healey
    • Donald R. Knauss
  • Nominating & Governance


    Number of meetings: 3
    Chair: Douglas M. Baker, Jr.

    • Calvin Darden
    • Donald R. Knauss
    • Monica C. Lozano
    • Douglas M. Baker, Jr.
  • Risk & Compliance


    Number of meetings: 5
    Chair: Kenneth L. Salazar

    • Kenneth L. Salazar
    • Roxanne S. Austin
    • Derica W. Rice
    • Douglas M. Baker, Jr.
    • Robert L. Edwards
  • Infrastructure & Investment


    Number of meetings: 3
    Chair: Robert L. Edwards

    • Robert L. Edwards
    • Henrique De Castro
    • Melanie L. Healey
    • Mary E. Minnick
    • Kenneth L. Salazar

View by Age:

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  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

View by Leadership:

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  • Chairman of the Board & Chief Executive Officer


    Brian C. Cornell
    • Brian C. Cornell
  • Lead Independent Director


    Douglas M. Baker, Jr.
    • Douglas M. Baker, Jr.
Close

Roxanne S. Austin

President, Austin Investment Advisors


Age: 56
Director since: 2002
Independent: Yes
Board Committees:
Other Public Boards: Abbot Laboratories;
AbbVie, Inc.;
Teledyne Technologies Incorporated
Qualifications:

Background

Roxanne S. Austin is President of Austin Investment Advisors, a private investment and consulting firm, a position she has held since 2004. Ms. Austin also previously served as President & Chief Executive Officer of Move Networks, Inc., President & Chief Operating Officer of DIRECTV, Inc., Executive Vice President & Chief Financial Officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP.

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.

Other Public Company Boards (Past 5 Years)

LM Ericsson Telephone Company

Douglas M. Baker, Jr.

Chairman and CEO, Ecolab Inc.


Age: 58
Director since: 2013
Independent: Yes
Board Committees:
Other Public Boards: Ecolab Inc.;
U.S. Bancorp
Qualifications:

Background

Douglas M. Baker, Jr., is Chairman & 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.

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.

Brian C. Cornell

Chairman and CEO, Target


Age: 58
Director since: 2014
Independent: No
Board Committees:
Other Public Boards: Yum! Brands, Inc.
Qualifications:

Background

Brian C. Cornell has served as Chairman of the Board & 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., a multinational food and beverage corporation, from March 2012 to July 2014. From April 2009 to January 2012, Mr. Cornell served as Chief Executive Officer & President of Sam’s Club, a division of Wal-Mart Stores, Inc., a discount retailer, 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 (Past 5 Years)

Polaris Industries Inc.

Calvin Darden

Chairman, Darden Putnam Energy & Logistics, LLC


Age: 67
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: Cardinal Health, Inc.
Qualifications:

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. Mr. Darden had a 33-year career with the United Parcel Service of America, Inc., an express carrier and package delivery company, and served in a variety of senior management positions, ending as Senior Vice President of U.S. Operations in February 2005.

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 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 (Past 5 Years)

Coca-Cola Enterprises, Inc.

Henrique De Castro

Former COO, Yahoo!


Age: 51
Director since: 2013
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

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 at Google Inc., a company that builds technology products and provides services to organize information, as President, Partner Business Worldwide from March 2012 to November 2012 and as President, Global Media, Mobile & Platforms from June 2009 to March 2012.

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.

Robert L. Edwards

Former President and CEO, AB Acquisition LLC


Age: 61
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Blackhawk Network Holdings, Inc.
Qualifications:

Background

Robert L. Edwards is the former President & Chief Executive Officer of AB Acquisition LLC, a North American food and drug retail company, a position he held from January 2015 to April 2015 due to Albertsons’ acquisition of Safeway Inc. Mr. Edwards previously held several executive level positions with Safeway Inc., a United States food and drug retail company, including President & Chief Executive Officer from May 2013 to April 2015, President & Chief Financial Officer from April 2012 to May 2013, and Executive Vice President & Chief Financial Officer from March 2004 to April 2012.

Qualifications

Mr. Edwards provides the Board with substantial food and drug retail expertise and perspectives from his time at Safeway and Albertsons. In addition, his prior experiences as a CEO of a large publicly-held company and as CFO of multiple public companies provide the Board with extensive public company accounting and financial reporting expertise and a top-level perspective in organizational management.

Other Public Company Boards (Past 5 Years)

Flextronics International Ltd.

KKR FInancial Holdings LLC

Safeway Inc.

Melanie L. Healey

Former Group President, North America, The Procter & Gamble Company


Age: 56
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: PPG Industries, Inc.;
Verizon Communications Inc.
Qualifications:

Background

Melanie L. Healey is the former Group President, North America, of The Procter & Gamble Company, one of the world’s leading providers of branded consumer packaged goods, a position she held from January 2009 to December 2014. Ms. Healey also served as Group President & Advisor to the Chairman & Chief Executive Officer of The Procter & Gamble Company from January 2015 to July 2015.

Qualifications

Ms. Healey provides the Board with valuable strategic, branding, distribution and operating experience on a global scale obtained over her more than 30-year career in the consumer goods industry in three multinational companies (Procter & Gamble, Johnson & Johnson and S.C. Johnson & Sons). Her deep experience in marketing, including her 18 years outside the United States, provides the Board with strategic and operational leadership and critical insights into brand building and consumer marketing trends globally.

Donald R. Knauss

Former Executive Chairman, The Clorox Company


Age: 66
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Kellogg Company;
McKesson Corporation
Qualifications:

Background

Donald R. Knauss is the former Executive Chairman of The Clorox Company, a leading multinational manufacturer and marketer of consumer and professional products, a position he held from November 2014 to June 2015. Mr. Knauss previously served as Chairman & Chief Executive Officer of The Clorox Company from October 2006 until November 2014.

Qualifications

Mr. Knauss possesses substantial senior management level experience in a variety of areas, including branded consumer products and consumer dynamics, manufacturing and supply chain, the retail environment, and sales and distribution, which strengthens the Board’s collective knowledge, capabilities and experience.

Other Public Company Boards (Past 5 Years)

The Clorox Company

URS Corporation

Monica C. Lozano

Former Chairman, U.S. Hispanic Media, Inc.


Age: 60
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Bank of America Corporation
Qualifications:

Background

Monica C. Lozano is the former Chairman of U.S. Hispanic Media, Inc., a leading Hispanic news and information company with outlets in Los Angeles, New York, Chicago and other U.S. cities, a position she held from June 2014 to January 2016. Ms. Lozano previously served ImpreMedia, LLC, a wholly owned subsidiary of U.S. Hispanic Media, Inc., as Chair from July 2012 to May 2014, and as Chief Executive Officer from May 2010 to May 2014. Ms. Lozano served as Publisher of La Opinion, a subsidiary of ImpreMedia, LLC, from 2004 to May 2014 and was Chief Executive Officer from 2004 to July 2012.

Qualifications

Ms. Lozano possesses substantial senior management experience in areas such as operations, marketing and strategic planning. She also has a deep understanding of issues that are important to Hispanics, a growing U.S. demographic. Ms. Lozano has board-level experience overseeing large organizations with diversified operations on matters such as governance, risk management and financial reporting.

Other Public Company Boards (Past 5 Years)

The Walt Disney Company

Mary E. Minnick

Partner, Lion Capital LLP


Age: 57
Director since: 2005
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

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. Ms. Minnick had a 23-year career with The Coca-Cola Company, a manufacturer, marketer and distributor of nonalcoholic beverage concentrates and syrups, and served in a variety of senior management positions, including Chief Operating Officer of the Asian region, Division President roles in the Japan, South Pacific and Asian regions, and ending as the company’s Chief Marketing Officer and Global President of Strategy and Innovation in February 2007.

Qualifications

Ms. Minnick provides the Board with substantial expertise in operations management, building brand awareness, product development, marketing, distribution and sales on a global scale obtained over her 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 (Past 5 Years)

Heineken NV

The WhiteWave Foods Company

Derica W. Rice

EVP, Global Services and CFO, Eli Lilly and Company


Age: 52
Director since: 2007
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Background

Derica W. Rice is Executive Vice President, Global Services & Chief Financial Officer of Eli Lilly and Company, a pharmaceutical company, positions he has held since January 2010 and May 2006, respectively.

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.

Kenneth L. Salazar

Partner, WilmerHale


Age: 62
Director since: 2013
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

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, as 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, government regulation and leadership on matters involving multiple stakeholder stewardship.

Meeting Highlights

The Venue

The Westin Cincinnati 21 East 5th Street
Cincinnati, Ohio 45202

Date/Time:

June 14, 2017 9:00a.m.EDT

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
Election of all 12 directors named in our proxy statement to our Board of Directors for the coming year; check-box
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm; check-box
Approval, on an advisory basis, of our executive compensation (“Say on Pay”); check-box
Approval, on an advisory basis, of the frequency of our Say on Pay votes; check-box
Approval of the Target Corporation Executive Officer Cash Incentive Plan; and check-box
Transaction of any other business properly brought before the Annual Meeting or any adjournment.

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