UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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TARGET CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Letter from our Lead Independent Director

Dear Fellow Shareholders,

It has been an honor to serve as Target’s Lead Independent Director during 2021, which was a consequential year for Target. It was the fifth full year of deep investment in an outstanding team and a long-term growth strategy; it was the second full year of uncertainty in the face of the resurging pandemic. Through the positive developments, like widespread availability of COVID-19 vaccines, and the unforeseen twists, like rising inflation and global supply-chain constraints, the Target team showed what it means to stay true to its purpose — and to grow and win in the marketplace by caring for all stakeholders.

Target’s double-digit growth in comp sales last year was second only to the extraordinary growth of 2020. There are many additional years of growth potential ahead, stemming from past and continuing investments. What’s clear to me, in my first year as Lead Independent Director, is how firmly those investments are rooted in care — for team members, guests, partners, communities, and shareholders.

Speaking on behalf of the entire Target Board of Directors (Board), we truly see care as the key both to long-term profitable growth and to a stronger, more sustainable future for Target’s stakeholders.

Equity, opportunity and safety start with team

In 2021, the Board continued to ensure that Target had a high-performing, responsive, and responsible senior-management team. The Board also supported management decisions to continue investing heavily in the Target team, on the principle that taking care of the team is fundamental to Target’s further growth and to long-term value creation for shareholders.

Over the past five years, Target has announced significant enhancements in wages, an industry-leading education-assistance program, free access to counseling services and doctors, and more stable, flexible schedules. As a result, Target is driving positive change in the lives of hundreds of thousands of team members who have more steady income, pathways to career growth and education, and access to benefits that meet their evolving needs.

Earlier this year, Target announced an additional $300 million investment to raise wages and expand access to healthcare benefits for more team members and their families.

This focus on continuous team investment sets Target apart among peer-competitors and builds on the more than $1 billion incremental investment it made to support team member safety and well-being in the first year of the pandemic.

These expanded wage and benefits investments are also a critical step in delivering on Target’s commitments to people and the planet through the Target Forward strategy announced in 2021, which aims in part to create opportunity and equity for our team, partners, and guests. Target Forward recognizes that environmental and social sustainability are essential to future business success and must work in concert with the other elements of our corporate strategy to deliver long-term value for all stakeholders. Additional information on Target Forward is contained in this proxy statement.

Continued leadership in DE&I

Target also announced significant additional progress in its longstanding commitments to Diversity, Equity, & Inclusion (DE&I), meeting or exceeding 2019-2021 goals such as: increased promotion for people of color, reduced turnover rates for people of color, increased promotion of women to senior leadership, and targeted expenditure with diverse suppliers.

Target sets clear DE&I goals on three-year timeframes, and the Board fully supports the 2022-2024 goals announced earlier this year.

Governance accountability in ESG

With the growing focus among stakeholders on how companies are addressing the risks and opportunities related to environmental, social, and governance (ESG) issues, the Board revised its committee structure in 2021, clarifying and enhancing our oversight of these matters. Additional information on these changes is contained in this proxy statement.

To ensure the Board has a diverse and relevant mix of perspectives and expertise, we regularly refresh our Board composition.

Two independent directors, Gail Boudreaux and David Abney, joined the Board in 2021. Gail brings significant expertise in healthcare and wellbeing, while David is an expert in supply chains. Both have chief-executive experience in managing large companies.

Two independent directors left the Board in 2021, Cal Darden when he retired and Ken Salazar when he became U.S. Ambassador to Mexico. The Board wishes to recognize and thank them both, along with Mary Minnick, who has announced her plans to retire from

TARGET CORPORATION  2022 Proxy Statement 3

the Board following the end of her term at the Annual Shareholders’ Meeting. We appreciate their many years of service, their collaborative counsel and influence, and we wish them well in their future pursuits.

As we move through 2022 and beyond, the Board is committed to strong governance for this fast-growing enterprise, as management continues to focus on deepening guest engagement, investing in the team’s wellbeing, growth and development, and putting Target’s size and scale to work toward a sustainable future for all.

Finally, on behalf of the Board I want to recognize our Target team for their incredible efforts to deliver for our guests and you during the past year. And I want to thank you as shareholders for your continued support, which we do not take lightly.

Sincerely,

Monica C. Lozano

Lead Independent Director

TARGET CORPORATION  2022 Proxy Statement 4

Notice of meeting and proxy summary

This Meeting Notice & Proxy Summary highlights information described in other parts of this 2022 Proxy Statement and does not contain all information you should consider in voting. Please read the entire 2022 Proxy Statement carefully before voting.

For the meaning of capitalized terms or acronyms used in the 2022 Proxy Statement, please see Appendix A “Commonly used or defined terms” beginning on page A-1.

To our shareholders,

You are invited to attend Target Corporation’s 2022 Annual Meeting to be held as follows:

Time and Date	Place	Record Date
Wednesday, June 8, 2022 12:00 p.m. Central Daylight Time	Online at virtualshareholdermeeting.com/TGT2022	April 11, 2022

We are holding the 2022 Annual Meeting in a virtual-only meeting format. You will not be able to attend the 2022 Annual Meeting at a physical location.

Items of business

Item	Board’s Recommendation
Election of 12 directors (page 19)	FOR each Director Nominee
Ratification of Ernst & Young LLP as our independent registered public accounting firm (page 65)	FOR
Advisory approval of executive compensation (Say on Pay) (page 67)	FOR
Shareholder proposals, if properly presented at the meeting (page 68)	AGAINST each proposal

In addition, at the 2022 Annual Meeting we will conduct any other business that may properly come before the meeting. See Question 11 of the “Questions and answers about the 2022 Annual Meeting” beginning on page 73 for more information. Following the formal business of the 2022 Annual Meeting, our Chairman & Chief Executive Officer will provide prepared remarks, followed by a question and answer session. Shareholders can submit written questions in advance at www.proxyvote.com and during the 2022 Annual Meeting at virtualshareholdermeeting.com/TGT2022.

Proxy solicitation

The Board solicits the enclosed proxy for the 2022 Annual Meeting and any adjournment or postponement of the 2022 Annual Meeting. Any proxy may be revoked at any time prior to its exercise at the 2022 Annual Meeting.

Voting

You may vote if you held shares of Target common stock as of the record date (April 11, 2022). You are able to vote your shares by providing instructions to the proxy holders who will then vote in accordance with your instructions. We urge you to read the 2022 Proxy Statement carefully and to vote in accordance with the recommendations of the Board.

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If voting in advance of the 2022 Annual Meeting, you may do so as follows:

Method(1)
Instruction	● Go to the website identified on proxy card, VIF, or Internet Availability Notice. ● Enter control number on proxy card, VIF, or Internet Availability Notice. ● Follow instructions on the website.	● Call the toll-free number identified on the enclosed proxy card or VIF or, after viewing the proxy materials on the website provided in your Internet Availability Notice, call the toll-free number for telephone voting identified on the website. ● Enter control number on the proxy card, VIF, or Internet Availability Notice. ● Follow the recorded instructions.	● Mark your selections on the enclosed proxy card or VIF. ● Date and sign your name exactly as it appears on the proxy card or VIF. ● Promptly return the proxy card or VIF in the enclosed postage-paid envelope to ensure that the proxy card or VIF is received before the deadline.
Deadline	● Registered Shareholders or Beneficial Owners — 11:59 p.m. Eastern Daylight Time on June 7, 2022. ● Participants in the Target 401(k) Plan — 6:00 a.m. Eastern Daylight Time on June 6, 2022.
(1) Internet and Telephone voting is available 24 hours a day, seven days a week up to the applicable deadline. If you are a Beneficial Owner holding shares outside of the Target 401(k) Plan, you may only vote by Internet and Telephone if your broker, trustee, bank, or nominee makes those methods available to you. If you did not receive a proxy card or VIF and would like to vote by mail, you must request a written copy of the proxy materials, which will include a proxy card or VIF, by visiting www.proxyvote.com, dialing 1-800-579-1639, or emailing sendmaterial@proxyvote.com. If requesting a written copy of the proxy materials, please be prepared to provide your control number, which can be found in your Internet Availability Notice.

If you do not vote in advance and instead plan to vote during the 2022 Annual Meeting, you may do so if you enter the 16-digit control number found on your proxy card, VIF, or Internet Availability Notice, as applicable, at the time you log into the meeting at virtualshareholdermeeting.com/TGT2022. Shares held within the Target 401(k) Plan may only be voted by the trustee pursuant to voting instructions received in advance of the 2022 Annual Meeting, and may not be voted by a participant at the 2022 Annual Meeting.

Questions and answers about the 2022 Annual Meeting

We encourage you to review the “Questions and answers about the 2022 Annual Meeting” beginning on page 71 for answers to common questions about the meeting, proxy materials, voting, and other related topics.

Thank you for your continued support.

Sincerely,

Don H. Liu
Corporate Secretary	Approximate Date of Mailing of Proxy Materials or Internet Availability Notice:
	April 25, 2022

Your vote is important. Thank you for voting.

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  Table of contents

Letter from our Lead Independent Director 3

Notice of meeting and proxy summary 5

General information about corporate governance and the Board 8

Corporate governance highlights 8

Our directors 9

Board leadership structure 10

Board and shareholder meeting attendance 10

Committees 11

Core functions of the Board 13

Director independence 17

Policy on transactions with related persons 17

Business ethics and conduct 18

Shareholder engagement 18

Item one Election of directors 19

Election and nomination process 19

Board and Committee evaluations 20

Board refreshment and composition 20

2022 nominees for director 23

Stock ownership information 29

Stock ownership guidelines 29

Beneficial ownership of directors and officers 31

Beneficial ownership of Target’s largest shareholders 32

Compensation & Human Capital Management Committee Report 33

Compensation Discussion and Analysis 33

Introduction 33

Executive summary 34

Our framework for executive compensation 40

Other benefit elements 48

Compensation governance 49

Compensation tables 53

Summary compensation table 53

Grants of plan-based awards in Fiscal 2021 55

Outstanding equity awards at Fiscal 2021 year-end 56

Option exercises and stock vested in Fiscal 2021 57

Pension benefits for Fiscal 2021 57

Nonqualified deferred compensation for Fiscal 2021 58

Potential payments upon termination or change-in-control 59

Table of potential payments upon termination or change-in-control 60

Pay ratio disclosure 62

Director compensation 62

Equity compensation plan information 64

Management proposals 65

Item two Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm 65

Item three Advisory approval of executive compensation (Say on Pay) 67

Shareholder proposals 68

Item four Shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit 68

Questions and answers about the 2022 Annual Meeting 71

General information 71

Voting 71

Meeting details 74

Access to information 75

Communications 76

Appendix A A-1

Commonly used or defined terms A-1

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General information about corporate governance and the Board

Corporate governance highlights

Our core corporate governance practices are listed in the following table. In addition, we regularly evaluate our practices against prevailing best practices and emerging and evolving topics identified through shareholder outreach, current literature, and corporate governance organizations.

Practice	Description	More information
Accountability to shareholders
Board evaluations and refreshment	The Board regularly evaluates its performance in a variety of ways. Those evaluations, changes in business strategy and operations, and anticipated director retirements are used to identify desired characteristics for future Board members.	20
Annual elections	All directors are elected annually, which reinforces our Board’s accountability to shareholders.	19
Majority voting standard	Our Articles of Incorporation require a “majority voting” standard in uncontested director elections—each director must receive more votes “For” their election than votes “Against” in order to be elected.	19
Director resignation policy	An incumbent director that does not meet the majority voting standard must promptly offer to resign. The Governance & Sustainability Committee will make a recommendation and the Board must act on the offer within 90 days and publicly disclose its decision and rationale.	19
Proxy access	Any shareholder or group of up to 20 shareholders owning 3% or more of Target common stock continuously for at least the previous three years may nominate and include in our proxy materials director nominees totaling up to the greater of 20% of the Board or at least two directors.	76
No poison pill	We do not have a poison pill.
10% special meeting threshold	Shareholders owning 10% or more of Target’s outstanding stock have the right to call a special meeting of shareholders.
Shareholder voting rights are proportionate to economic interests
Single voting class	Target common stock is the only class of voting shares outstanding.	71
One share, one vote	Each share of Target common stock is entitled to one vote.	71
Responsiveness to shareholders
Responses to shareholder proposals	The Board responds to shareholder proposals that receive significant support by either making the proposed changes or explaining why the actions were not taken through the shareholder engagement process, proxy statement disclosure, or other means.	68
Understanding opposition to management proposals	As part of its shareholder engagement process, the Board seeks to understand the reasons for, and respond to, significant shareholder opposition to management proposals.
Availability of independent directors	Target’s Lead Independent Director is expected to communicate with major shareholders, as appropriate, and Target also makes other independent directors available, as appropriate, for shareholder engagement.	10, 18
Strong, independent leadership
Independence	A majority of our directors must be independent. Currently, all of our directors other than our CEO are independent, and all of our Committees consist exclusively of independent directors.	12, 17
Lead Independent Director	Whenever our CEO is also the Chair of the Board, we require a Lead Independent Director position with specific responsibilities to provide independent oversight of management.	10
Annual Elections for Lead Independent Director and Chair	Both the Lead Independent Director and the Chair of the Board are elected annually by the independent directors, which ensures that the leadership structure is reviewed at least annually.	10
Committee membership and leadership rotations	The Governance & Sustainability Committee reviews and recommends Committee membership. The Board appoints members of its Committees annually, rotates Committee assignments periodically, and seeks to rotate the Lead Independent Director position and Committee Chair assignments every four to six years.	10, 11

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Practice Description More information

Structures and practices enhance Board effectiveness
Diversity	The composition of our Board represents broad perspectives, experiences, and knowledge relevant to our business while maintaining a balanced approach to gender and ethnic diversity.	19, 21
Director tenure policies	Our director tenure policies include mandatory retirement at age 72 and a maximum term limit of 20 years. These policies encourage Board refreshment and provide additional opportunities to maintain a balanced mix of perspectives and experiences.	20
Director maximum outside boards policy	Any director serving as a CEO of a public company is expected to serve on no more than two public company boards (including our Board), and other directors are expected to serve on no more than four public company boards (including our Board).
Strategy and risk oversight	We disclose how strategy and risk oversight is exercised at the Board level and how risk oversight responsibilities are allocated among the Board and its Committees.	13, 14
Management development and succession planning	Our Board regularly reviews management development and succession planning, with more in-depth reviews regularly conducted by the Compensation & Human Capital Management Committee.	15
Sustainability & ESG	We disclose how oversight responsibility for sustainability and ESG matters is allocated among the Board and its Committees and how management integrates those priorities in our business. We also report about sustainability and ESG matters under the most widely used reporting frameworks.	15
Information security, cybersecurity, and data privacy	We disclose how oversight responsibility for risks related to information security, cybersecurity, and data privacy are shared by the Board, its Committees, and management.	16
Capital allocation	We disclose our capital allocation policies and priorities and how they are overseen by the Board and its Committees.	17
Management incentive structures are aligned with long-term strategy
Performance linked to long-term strategy drives incentive awards	The Compensation & Human Capital Management Committee has identified short- and long-term performance goals that align with Target’s strategy and has incorporated those goals into executive compensation plans to serve as drivers of incentive awards.	37
Communicating executive compensation to shareholders	The CD&A explains how performance goals drive our executive compensation plans and connect to Target’s long-term strategy.	33
Follow leading compensation practices	See “Target’s executive compensation practices.”	49

For your convenience, we organized the corporate governance highlights listed above to show how our corporate governance practices compare favorably with the corporate governance principles developed by ISG, which reflect common corporate governance beliefs featured in the proxy voting guidelines of the largest institutional investors and global asset managers who are part of ISG.

Our directors

Name	Age	Director since	Current or most recent company	Title	Independent	Other public boards
David P. Abney	66	2021	United Parcel Service, Inc.	Former Chairman & CEO	Yes	2
Douglas M. Baker, Jr.	63	2013	Ecolab Inc.	Executive Chairman	Yes	1
George S. Barrett	67	2018	Cardinal Health, Inc.	Former Chairman & CEO	Yes	0
Gail K. Boudreaux	61	2021	Anthem, Inc.	President & CEO	Yes	1
Brian C. Cornell	63	2014	Target Corporation	Chairman & CEO	No	1
Robert L. Edwards	66	2015	Safeway Inc.	Former President & CEO	Yes	0
Melanie L. Healey	61	2015	The Procter & Gamble Company	Former Group President, North America	Yes	3
Donald R. Knauss	71	2015	The Clorox Company	Former Chairman & CEO	Yes	2
Christine A. Leahy	57	2021	CDW Corporation	President & CEO	Yes	1
Monica C. Lozano	65	2016	The College Futures Foundation	President & CEO	Yes	2
Mary E. Minnick(1)	62	2005	Digital Media Solutions, Inc.	Chairman	Yes	3
Derica W. Rice	57	2020(2)	CVS Health Corporation / CVS Caremark	Former Executive Vice President / Former President	Yes	3
Dmitri L. Stockton	58	2018	General Electric Company	Former Senior Vice President & Special Advisor to the Chairman	Yes	2
(1) Ms. Minnick will not seek re-election and will leave the Board when her current term ends at the 2022 Annual Meeting. (2) Mr. Rice previously served on our Board from September 2007 to January 2018. We include his prior service in determining his total tenure with the Board for purposes of our tenure policies.

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Board leadership structure

We do not have an express policy on whether the roles of Chair of the Board and CEO should be combined or separated. Instead, the Board prefers to maintain the flexibility to determine which leadership structure best serves the interests of Target and our shareholders based on the evolving needs of the company. We currently have a combined Chair of the Board and CEO leadership structure.

The Board reevaluates our Board leadership structure at least annually as part of the Board evaluation process described under “Board and Committee evaluations” on page 20 and also considers shareholder feedback on the topic. As a result of its most recent evaluation, the Board decided to continue having Mr. Cornell serve as both Chair of the Board and CEO to coordinate the development, articulation, and execution of a unified strategy at the Board and management levels.

Our Corporate Governance Guidelines require that both the Chair of the Board and Lead Independent Director be elected annually by the independent, non-employee directors, which ensures that the leadership structure is reviewed at least annually. Where the Chair of the Board and CEO roles are combined as they are currently, our Corporate Governance Guidelines require that we have a Lead Independent Director position to complement the Chair of the Board’s role and to serve as the principal liaison between the non-employee directors and the CEO. The Board is committed to continuing to seek shareholder feedback on its approach as part of its ongoing shareholder outreach efforts and will continue to reassess its Board leadership structure on a regular basis.

Ms. Lozano currently serves as our Lead Independent Director, providing effective, independent leadership of our Board through her clearly defined and robust set of roles and responsibilities.

Monica C. Lozano	Robust responsibilities: ● Convene meetings. Has the authority to convene meetings of the Board and executive sessions consisting solely of independent directors at every meeting. ● Preside at certain meetings. Presides at all meetings of the Board at which the Chair of the Board is not present, including executive sessions of independent directors. ● CEO performance review. Consults with the Compensation & Human Capital Management Committee as it conducts the annual performance review of the CEO, with input from the other independent directors. ● Director liaison. Serves as the primary liaison between the CEO and the non-employee directors. ● Meeting schedules, agendas, and information. Approves meeting schedules, agendas, and the information furnished to the Board to ensure that the Board has adequate time and information for discussion.	● Shareholder engagement. Is expected to engage in consultation and direct communication with major shareholders, as appropriate. ● Non-employee director expectations. Coordinates with the CEO to establish expectations for non-employee directors to consistently monitor Target’s operations and those of our competitors. ● Composition and director succession planning. Consults with the Governance & Sustainability Committee regarding Board and Committee composition, Committee Chair selection, the annual performance review of the Board and its Committees, and director succession planning.	Annual election: Elected annually by the independent, non-employee directors. Service length: As a guideline, the Lead Independent Director should serve in that capacity for no more than four to six years.
Lead Independent Director (Since 2021)

Board and shareholder meeting attendance

The Board met seven times during Fiscal 2021. All directors attended at least 85% of the aggregate total of meetings of the Board and Committees on which the director served during the last fiscal year.

Twelve of our thirteen then-serving directors attended our 2021 Annual Meeting. The Board has a policy requiring all directors to attend all annual meetings of shareholders, absent extraordinary circumstances. The only director who did not attend the 2021 Annual Meeting was Calvin Darden, whose term ended at the 2021 Annual Meeting.

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Committees

Membership

Name		Audit & Risk	Compensation & Human Capital Management	Governance & Sustainability	Infrastructure & Finance
David P. Abney		●			●
Douglas M. Baker, Jr.			●	C
George S. Barrett			●	●
Gail K. Boudreaux		●			●
Robert L. Edwards		C			●
Melanie L. Healey			●	●
Donald R. Knauss			●		●
Christine A. Leahy			●	●
Monica C. Lozano			C	●
Mary E. Minnick(1)					C
Derica W. Rice		●			●
Dmitri L. Stockton		●		●
Meetings held in Fiscal 2021(2)		7	6	5	5
C = Chair	● = Member
(1) Ms. Minnick will leave the Infrastructure & Finance Committee when her current Board terms ends at the 2022 Annual Meeting. (2) During Fiscal 2021, the Board’s Risk & Compliance Committee met two times until it was eliminated and its responsibilities were reallocated to other Committees in September 2021. For more information about the Committee restructuring, please see “Committee restructuring” below.

Committee restructuring

In September 2021, the Board revised its Committee structure and charters to clarify and enhance its approach to oversight of risk and ESG matters by reallocating to its Committees oversight responsibility for those topics that fall within their respective functions and related responsibilities.

The revised structure and charters for the Committees were guided by our prior Board and Committee self-evaluations, the evolving needs of our business, and consideration of external trends in corporate governance. In addition, we believe the changes appropriately reflect how companies are adjusting to current expectations of Board oversight of ESG matters. For more information, see “Risk oversight” on page 14 and “Sustainability & ESG” on page 15.

Determining composition and leadership

The Governance & Sustainability Committee is responsible for reviewing and recommending Committee membership. The Board appoints members of its Committees annually and rotates Committee assignments periodically. The following considerations provide the framework for determining Committee composition and leadership:

●

The guideline for rotating Committee Chair assignments is four to six years of service.

●

The Board seeks to have each director serve on two Committees.

●

The Board considers a number of factors in deciding Committee composition, including individual director experience and qualifications, prior Committee experience, and increased time commitments for directors serving as a Committee Chair or Lead Independent Director.

●

By virtue of the position, the Lead Independent Director is a member of the Governance & Sustainability Committee.

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Information about our Committees

All members of each Committee are independent directors. Each Committee operates under a written charter, a current copy of which is available on our company’s website, as described in Question 16 “How may I access or receive the proxy materials, other periodic filings, key corporate governance documents, and other information?” on page 75. In fulfilling the oversight and other responsibilities delegated by the Board, each Committee:

●

provides the Board with regular reports of its activities;

●

has the sole authority to retain or terminate its consultants and other advisors;

●

receives appropriate funding to pay for necessary resources and administrative expenses; and

●

annually evaluates its performance.

	Oversight and other responsibilities ●  Accounting and financial reporting. Accounting and financial reporting process, including the integrity of our financial statements and internal controls. ●  Independent auditor. Independent auditor engagement, qualifications, and independence. ●  Internal audit. Internal audit’s function, results, and assessment of our risk management processes. ●  Tax matters. Positions with respect to income and other tax obligations. ●  Committee report. “Report of the Audit & Risk Committee” on page 66, describing the Audit & Risk Committee’s duties and activities. ●  Policy oversight. Policies and procedures related to oversight areas (including auditor independence matters, accounting and auditing complaints, and related party transactions).	●  Compliance and ethics. Compliance and ethics programs, monitoring, investigations and remediation efforts, including reports of potential misconduct. ●  Enterprise risk management. Enterprise risk management programs, principal business and operational risks (including vendor risk management, cybersecurity and information security, privacy, product and food safety, and business continuity and disaster recovery), and coordination of risk oversight with the Board and other Committees. ●  Supply chain ESG matters. Management’s efforts to instill responsible and ethical practices within Target’s supply chain, including vendor human capital and responsible sourcing practices.	Committee members Mr. Edwards (Chair) Mr. Abney Ms. Boudreaux Mr. Rice Mr. Stockton Number of meetings during Fiscal 2021 7
Audit & Risk Committee(1)
(1) The Board has determined that all members of the Audit & Risk Committee satisfy the applicable audit committee independence requirements of the NYSE and the SEC. The Board has also determined that all members have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules. The determination for each of Mr. Edwards, Mr. Abney, Ms. Boudreaux, and Mr. Rice was based on experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or actively supervising a person holding one of those positions. For Mr. Stockton, the determination was based on his financial oversight experiences with General Electric Company.

	Oversight and other responsibilities ●  Executive compensation program. Compensation philosophy, plans, selection, and relative weightings of different compensation elements to balance risk, reward, and retention objectives, and the alignment of incentive compensation performance measures with our strategy. ●  CEO compensation. Goals, objectives, elements, and value for the CEO’s compensation (in consultation with independent members of the Board). ●  Other executive officer compensation. Compensation elements and value for all other executive officers. ●  Management development and succession planning. Senior management development, evaluation, and succession planning, including CEO succession planning.	●  Board compensation. Compensation provided to non-employee members of the Board. ●  Committee report. “Compensation & Human Capital Management Committee Report” on page 33. ●  Compensation risk management. Risks associated with our compensation policies, practices, and incentives, and whether those policies and practices create material risks to Target. ●  Human capital management. Human capital matters with respect to our workforce, including DE&I, culture and employee engagement, pay equity, broad-based compensation and benefits, growth and development, and purpose and values.	Committee members Ms. Lozano (Chair) Mr. Baker Mr. Barrett Ms. Healey Mr. Knauss Ms. Leahy Number of meetings during Fiscal 2021 6
Compensation & Human Capital Management Committee(1)
(1) The Board has determined that all members of the Compensation & Human Capital Management Committee satisfy the applicable compensation committee independence requirements of the NYSE and the SEC.

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	Oversight and other responsibilities ●  Corporate governance. Corporate governance structure and practices. ●  Director succession planning. Director succession planning reviews and identification and recruitment of individuals qualified to become Board members. ●  Board and Committee composition and leadership. Recommendations, in consultation with the Lead Independent Director, on overall composition of the Board and its Committees, and the selection of the Committee Chairs and the Lead Independent Director.	●  Board and Committee evaluations. Annual performance review of the Board and its Committees in consultation with the Lead Independent Director. ●  Sustainability & ESG matters. Overall approach to significant sustainability and ESG matters (including strategy, prioritization, monitoring, and external reporting), environmental stewardship practices, social and political issues and risks not allocated to other Committees, and philanthropy and community engagement. ●  Public policy advocacy and political activities. Our policies and practices regarding public policy advocacy and political activities.	Committee members Mr. Baker (Chair) Mr. Barrett Ms. Healey Ms. Leahy Ms. Lozano Mr. Stockton Number of meetings during Fiscal 2021 5
Governance & Sustainability Committee

	Oversight and other responsibilities ●  Investment activity. Investment activity, including aligning investments with our strategy, and evaluating the effectiveness of investment decisions. ●  Infrastructure resources. Management’s resource allocation plans regarding infrastructure requirements. ●  Significant transactions. Management’s plans and strategies for significant transactions within strategic framework reviewed by the Board, including level of investment, sources of financing, expected returns, and post-acquisition integration and performance of acquired businesses.	●  Financial matters. Financial policies and financial condition, including our liquidity position, funding requirements, ability to access the capital markets, interest rate exposures, and policies regarding return of cash to shareholders. ●  Financial risk management. Financial risk assessment process, management activities and strategies, and use of third party insurance and self-insurance strategies.	Committee members Ms. Minnick (Chair) Mr. Abney Ms. Boudreaux Mr. Edwards Mr. Knauss Mr. Rice Number of meetings during Fiscal 2021 5
Infrastructure & Finance Committee

Core functions of the Board

The Board is responsible for overseeing the business and affairs of our company, which covers a wide range of activities. To provide you with a better understanding of how our Board meets that responsibility, this section discusses some core functions our Board performs and how those functions oversee, support, and relate to management’s roles and responsibilities.

Strategy oversight

The Board has an important role in overseeing the development, periodic review, and ongoing monitoring of our strategy to meet our corporate purpose to help all families discover the joy of everyday life. Our team, technology, and operations enable us to meet that purpose and offer a preferred shopping experience to our guests through a durable, growth-driving strategy that differentiates Target in the marketplace. The six pillars of our strategy are:

●

Delivering affordability to our guests;

●

Differentiating from our competition with our owned brands and a curated assortment of leading national brands;

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Investing to create an engaging and differentiated shopping experience;

●

Leveraging our stores-as-hubs to efficiently provide a convenient and safe experience for our guests whether they purchase online or physically in-store;

●

Maintaining and enhancing our relevancy to deepen engagement with guests; and

●

Leveraging our size and scale to benefit people, the planet, and our business, primarily through Target Forward, the sustainability-focused component of our overall business strategy, announced in 2021 and discussed in more detail in “Sustainability & ESG” on page 15.

TARGET CORPORATION  2022 Proxy Statement 13

With a strong overall strategy in place, the Board and its Committees are focused on overseeing the execution of this strategy by:

●

Ensuring that Target has a high-performing management team and appropriate resources to carry out the strategy, and

●

Confirming that the primary risks to successfully executing our strategy are appropriately identified and managed.

To support its strategy oversight role, at each regular meeting the Board receives updates about our financial and strategic performance. In addition, it receives regular updates on the major events, activities and challenges affecting our business, and ongoing strategy.

Risk oversight

Oversight of the various risks we face in implementing our strategy is an integral and continuous part of the Board’s oversight of our business. The Board, each Committee, and management have specific roles and responsibilities with respect to those risks.

The Board and its Committees

The Board provides oversight of overall risks, with emphasis on strategic risks, which occurs as an integral and continuous part of the Board’s oversight of our business and seeks to ensure that management has processes in place to appropriately manage risk. For example, our principal strategic risks are reviewed as part of the Board’s regular discussion and consideration of our strategy, including the development and monitoring of specific initiatives and their overall alignment with our strategy. Similarly, at every meeting the Board reviews the principal factors influencing our operating results, including the competitive environment, and discusses with our senior executive officers the major events, activities, and challenges affecting Target.

The Audit & Risk Committee oversees our enterprise risk management program and periodically reviews our approach to risk identification, assessment, and mitigation strategies with the Board to facilitate coordination with the activities of the Board and other Committees. The Chief Legal & Risk Officer provides the Audit & Risk Committee with regular updates on the enterprise risk management program and the status of key risks facing the business. The Audit & Risk Committee also regularly receives updates on key risk areas from other members of management with primary responsibility for managing those risk areas, and regularly reviews legal and regulatory risk, compliance, and ethics matters.

The general risk oversight functions among the Board and its Committees is as follows. For more detail on the specific oversight and responsibilities of each Committee, see pages 12-13.

TARGET CORPORATION  2022 Proxy Statement 14

Management

The primary responsibility for the identification, assessment, and management of the various risks that we face belongs with management.

Our Chief Legal & Risk Officer provides centralized oversight of Target’s enterprise risk management program. Our Chairman & CEO and his direct reports meet regularly with the Chief Legal & Risk Officer and the enterprise risk management team to identify, assess, and manage risks facing the business. In addition, the Chief Legal & Risk Officer and other enterprise risk management Team Members regularly meet with leaders of business areas to inform, coordinate, and manage the enterprise risk management program.

Our risk management capabilities are intended to increase the likelihood of desired business outcomes. The different risk-related roles and responsibilities, which are aligned and coordinated using a common framework, including tools, technology, and defined routines, are fulfilled by different business functions as follows:

●

Business teams. Define business objectives and desired outcomes; execute, oversee and monitor day-to-day business activities and risks, leveraging the risk and compliance function’s tools and support as appropriate.

●

Enterprise risk management. Partner with business teams to identify, assess, prioritize, treat, and monitor top enterprise risks.

●

Risk and compliance function. Develop, help implement, monitor and evaluate processes, as appropriate, to enable business teams’ oversight and day-to-day risk management.

●

Internal audit. Provide independent assurance and risk insights to instill confidence in and evaluate whether Target’s programs and processes will sustainably achieve intended outcomes.

Management development and succession planning

One of the primary responsibilities of the Board is to ensure that Target has a high-performing management team. To meet that goal, the Board, the Compensation & Human Capital Management Committee, and management share responsibility for management development and succession planning:

Responsible party	Oversight area for management development and succession planning
Board	Oversight of these topics as part of its overall oversight role, including regular reviews of management development and succession planning to maximize the pool of internal candidates who can assume top management positions without undue interruption
Compensation & Human Capital Management Committee	Primary responsibilities for organizational talent and development and management succession planning, including regular reviews of executive performance, diverse representation, potential, and succession planning with a deeper focus than the full Board review, emphasizing career development for management with potential
Management	The Chief Human Resources Officer and senior Human Resources leaders work with functional leaders across Target in developing and implementing programs to attract, assess, and develop management-level talent for possible future senior leadership positions

Sustainability & ESG

We engage with a diverse group of stakeholders around the world, including the people who manufacture the products we sell, the Team Members who welcome our guests, the communities where we work, the nonprofits that work with us, and the investors who make our work possible. Their perspectives are one of a variety of factors we consider as we analyze which ESG matters to prioritize in determining and evaluating our sustainability strategy.

During Fiscal 2021, we announced Target Forward, the sustainability-focused component of our overall business strategy, which reflects those prioritized ESG matters integrated into our strategy and purpose. Target Forward builds on our legacy of corporate responsibility and seeks to leverage our size and scale to benefit people, the planet, and our business. It incorporates specific, time-bound goals that support our ambitions to design and elevate sustainable brands, innovate to eliminate waste, and accelerate opportunity and equity with team members, guests, partners, and communities. More information about Target Forward and our goals can be found on our website at https://corporate.target.com/sustainability-ESG.

Given the breadth of ESG matters for a company of our size and scale, oversight of those issues is allocated throughout the Board and its Committees:

Responsible party	Oversight areas for ESG matters
Board	● Sustainability and ESG strategy (through oversight of our business strategy and annual strategic priorities) ● Top ESG risks ● Reputation management ● Crisis management and response ● Organizational team health
Audit & Risk Committee	● Compliance and ethics ● Supply chain ESG, including vendor human capital and responsible sourcing practices ● Cybersecurity and information security ● Privacy ● Product and food safety

TARGET CORPORATION  2022 Proxy Statement 15

Responsible party	Oversight areas for ESG matters
Governance & Sustainability Committee	● Overall approach to significant sustainability and ESG matters (including strategy, prioritization, monitoring, and external reporting) ● Environmental stewardship practices (including climate and energy, waste, natural resources, and chemicals) ● Social and political issues and risks not allocated to other Committees ● Philanthropy and community engagement ● Policies and practices regarding public policy and political activities
Compensation & Human Capital Management Committee	● DE&I ● Culture and employee engagement ● Pay equity ● Broad-based compensation and benefits ● Growth and development ● Purpose and values

At the management level, our ESG matters are led and coordinated by our Senior Vice President, Corporate Responsibility, who regularly engages with the Governance & Sustainability Committee and the full Board. The Senior Vice President, Corporate Responsibility is responsible for:

●

conducting regular priority assessments to determine the topics of most significance to our stakeholders;

●

collaborating with other members of management to instill ESG-related priorities into our business operations, including product design and development, sourcing and supply chain operations, human capital management, and our new store development; and

●

developing ESG-related goals and managing our ESG data, measurement, and reporting.

We report ESG matters in our annual Corporate Responsibility Report, which has extensive information on specific ESG topics and appendices that organize the information according to the most widely used reporting frameworks. Our most recent report is available on our website at https://corporate.target.com/sustainability-ESG/governance-and-reporting/reporting-progress.

Information security, cybersecurity, and data privacy

Securing the information we receive and store about our guests, Team Members, vendors, and other third parties is important to us. We have systems in place to safely receive and store that information and to detect, contain, and respond to data security incidents. While everyone at Target plays a part in information security, cybersecurity, and data privacy, oversight responsibility is shared by the Board, its Committees, and management:

Responsible party	Oversight area for information security, cybersecurity, and data privacy
Board	Oversight of these topics within Target’s overall risks
Audit & Risk Committee	Primary oversight responsibility for information security, cybersecurity, and data privacy, including internal controls designed to mitigate risks related to these topics
Management	Our Chief Information Officer, our Chief Information Security Officer, and senior members of our cybersecurity and compliance and ethics teams are responsible for identifying and managing risks related to these topics, and reporting to the Audit & Risk Committee and/or the full Board

Our program and practices for these areas include the following:

●

Frequent Board and Committee updates. Management provides regular updates to the Board and/or Audit & Risk Committee on these topics throughout the year and, at least annually, the Chief Information Security Officer provides an information security program review to the Audit & Risk Committee to inform the Committee in its oversight of these topics.

●

Systems and processes. We use a combination of industry-leading tools and in-house technologies to protect Target and our guests, operate a proactive threat intelligence program to identify and assess risk, and run a Cyber Fusion Center to investigate and respond to threats.

●

Understanding evolving threats in the industry and with our suppliers. Our Cyber Threat Intelligence team works to understand evolving threats and industry trends, and our Vendor Security team monitors and assesses risks with our suppliers.

●

Investment, training, and development of our cybersecurity team. We invest in building and developing cybersecurity talent and engineering expertise in-house rather than relying solely on third-party providers. We also offer in-house training and educational courses through our Cyber Plus Institute, which is a security training curriculum leveraging internal subject matter expertise along with curated resources.

●

Collaboration with organizations across all industries. We share information and collaborate with organizations across different industries to fight cybercrime and advance capabilities in these areas.

●

Regular training and compliance activities for our Team Members. Our Team Members receive annual training to understand the behaviors and technical requirements necessary to protect company and guest information. We also offer ongoing practice and education for Team Members to recognize and report suspicious activity.

●

Use of third parties. Beyond our in-house capabilities we engage with leading security and technology vendors to assess our program and test our technical capabilities.

●

Insurance coverage. We maintain insurance coverage to limit our exposure to certain events, including network security matters.

TARGET CORPORATION  2022 Proxy Statement 16

Capital allocation

Our disciplined and balanced approach to capital allocation is based on the following priorities, ranked in order of importance:

Priority	Description
1. Investing in our business	Fully invest in opportunities to profitably grow our business, create sustainable long-term value, and maintain our current operations and assets
2. Annual dividend	Maintain a competitive quarterly dividend and seek to grow it annually
3. Share repurchase	Return excess cash to shareholders by repurchasing shares within the limits of our credit rating goals

We use share repurchase to balance the levels of debt and equity on our balance sheet to support our credit rating goals, and have flexibility to adjust the level of share repurchase activity to respond to changes in our operating performance, investment opportunities, and the external environment.

Management is responsible for developing and executing our capital allocation policy with oversight by the Board and its Committees. The Infrastructure & Finance Committee is responsible for reviewing the execution of our capital allocation policy and making recommendations to the Board on the amount of dividends and share repurchase levels, while the Compensation & Human Capital Management Committee oversees the compensation effects of capital allocation priorities on plan design, goal-setting process, performance updates, and payouts.

Director independence

The Board believes that a majority of its members should be independent directors. The Board annually reviews all relationships that directors have with Target to affirmatively determine whether the directors are independent. If a director has a material relationship with Target, that director is not independent. The listing standards of the NYSE also detail certain relationships that, if present, preclude a finding of independence. The Board affirmatively determined that all non-employee directors are independent. Mr. Cornell is the only employee director and is not independent.

In making its independence determination, the Board specifically considered the following transactions during the past three years and concluded that none of them impaired any director’s independence:

●

Mr. Baker serves as Executive Chairman of Ecolab Inc., from which we purchased supplies, merchandise, servicing, repairs, and food safety and compliance audits.

●

Ms. Boudreaux serves as President & Chief Executive Officer of Anthem, Inc., from which we obtained the wellness services that comprise our Team Member life resources program.

●

Ms. Leahy serves as President & Chief Executive Officer of CDW Corporation, from which we purchased supplies, merchandise, equipment, software, servicing, repairs, and maintenance.

Each of the transactions above involved amounts that represented an immaterial percentage of our, and the other entity’s, revenues, and were well below the amounts that would preclude a finding of independence under the NYSE listing standards. In addition, none of the above transactions are related-party transactions because none of the directors have a direct or indirect material interest in the listed transactions.

Policy on transactions with related persons

The Board has adopted a written policy requiring that any transaction: (a) involving Target, (b) in which one of our directors, nominees for director, executive officers, or greater than five percent shareholders, or their immediate family members, have a direct or indirect material interest, and (c) where the amount involved exceeds $120,000 in any fiscal year, be approved by a majority of independent directors of the full Board or by a designated Committee. The Board has designated the Audit & Risk Committee as having responsibility for reviewing and approving all such transactions except those dealing with compensation of executive officers and directors, or their immediate family members, in which case it will be reviewed and approved by the Compensation & Human Capital Management Committee.

In determining whether to approve any such transaction, the independent directors or relevant Committee must consider, in addition to other factors deemed appropriate, the material facts of the transaction and whether the transaction is on terms no less favorable to Target than those involving unrelated parties. The Audit & Risk Committee must prohibit any transaction it determines to be inconsistent with the interests of Target and its shareholders. No director may participate in any review or approval of any transaction if the director, or the director’s immediate family member, is a party to the transaction.

We approved two related party transactions in accordance with this policy during Fiscal 2021. The son of Donald Knauss, a non-employee director, is employed as a sales representative by a supplier from which Target purchases wholesale merchandise. Mr. Knauss’s son represented the supplier in its relationship with Target Corporation during Fiscal 2021. In Fiscal 2021, we purchased approximately $7.4 million of merchandise from the supplier, which represented less than 0.01% of our annual revenues. Target’s decisions regarding purchases of merchandise from its suppliers are made by Team Members in the merchandising departments and no member of the Board has any input or involvement in such decisions. The transaction involving Mr. Knauss’s son did not affect Mr. Knauss’s independence and the Board affirmatively determined that Mr. Knauss is independent. The other transaction dealt with compensation of an immediate family member of Stephanie Lundquist, who served as one of our executive officers until February 2021. Ms. Lundquist’s sister joined Target in 2006, has been a team member in data sciences since that time and earned annual compensation of $145,971 in 2021, which is commensurate with her peers.

TARGET CORPORATION  2022 Proxy Statement 17

Business ethics and conduct

We are committed to conducting business ethically and lawfully. All of our directors and named executive officers, like all Target Team Members, are required to act with honesty and integrity.

Our Code of Ethics, which applies to all Target Team Members, including our executive officers and Chief Accounting Officer & Controller, establishes expectations to guide ethical decision-making, including putting ethics into action, working together, maintaining trust, conducting business fairly, safeguarding what’s ours, and caring for our world. Included within those topics is how we address conflicts of interest, fair dealing, required information disclosures and compliance with laws, rules and regulations, and prompt reporting. Our Code of Ethics also describes the means by which any Team Member can provide an anonymous report of an actual or apparent violation of our Code of Ethics.

Similarly, our directors are subject to a separate Code of Ethics contained within our Corporate Governance Guidelines, which is tailored to the unique role fulfilled by members of the Board and addresses conflicts of interest, corporate opportunities, maintaining confidentiality, compliance with laws, fair dealing, and compliance procedures.

On our website we disclose any amendments to, or waivers from, any provision of the applicable Code of Ethics involving our directors, executive officers, Chief Accounting Officer & Controller, or other persons performing similar functions.

Shareholder engagement

We regularly engage with our shareholders, both large and small, relating to our business, compensation practices, and ESG matters. We involve one or more independent directors in these conversations, as appropriate. The principal topics of engagement since our 2021 Annual Meeting included:

●

Board and Committee oversight of ESG matters;

●

Our sustainability strategy, Target Forward, including how it relates to our purpose and business strategy;

●

Human capital management, including DE&I and how we have invested in our team;

●

Sustainability and ESG matters within our supply chain, including our responsible sourcing practices; and

●

Environmental topics, such as the circular economy, packaging, net zero goals, and carbon emissions.

While we benefit from an ongoing dialogue with many of our shareholders, we recognize that we have not communicated directly with all of our shareholders. If you would like to engage with us, please send correspondence to Target Corporation, Attn: Investor Relations, 1000 Nicollet Mall, TPN-0841, Minneapolis, Minnesota 55403 or email investorrelations@target.com.

TARGET CORPORATION  2022 Proxy Statement 18

Item one    Election of directors

Item of business	Board recommendation	Voting approval standard
Election of 12 director nominees named in the 2022 Proxy Statement	The Board recommends that shareholders vote FOR each director nominee.	More votes “For” than “Against.” Abstentions and broker non-votes have no effect in calculating the required vote.

For additional details about the Board recommendation and voting standards, please see Question 10 “What items are being voted upon, how does the Board recommend that I vote, and what are the standards for determining whether any item has been approved?” on page 73.

Election and nomination process

Our election process is backed by sound corporate governance principles:

•

All directors are elected annually.

•

Directors are elected under a “majority voting” standard—each director in an uncontested election must receive more votes “For” his or her election than votes “Against” in order to be elected.

•

An incumbent director who is not re-elected must promptly offer to resign. The Governance & Sustainability Committee will make a recommendation on the offer to the full Board, and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale.

The Governance & Sustainability Committee is responsible for identifying individuals qualified to become Board members and making recommendations on director nominees to the full Board. The Governance & Sustainability Committee considers the following factors in its efforts to identify potential director candidates:

•

Input from the Board and management and feedback from our shareholders to identify the backgrounds and skill sets that are desired.

•

Changes in our business strategy or operating environment and the future needs of the Board in light of anticipated director retirements under our Board tenure policies.

The criteria the Board follows in determining the composition of the Board are as follows:

•

Directors are to have broad perspective, experience, knowledge, and independent judgment.

•

The Board as a whole should consist predominantly of persons with strong business backgrounds that span multiple industries.

•

The Board does not have a specific policy regarding consideration of gender, ethnic, or other diversity criteria in identifying director candidates, but understands the value of DE&I and has a strong history of gender and racial/ethnic diversity on the Board.

The Governance & Sustainability Committee’s background, skill sets, and composition criteria for Board members are used by our internal talent acquisition team or, periodically, a third-party search firm to identify candidates. In addition, the Governance & Sustainability Committee considers candidates who are recommended by shareholders, other Board members, the CEO, and management against that criteria. Any shareholder who wants to recommend a candidate for the Governance & Sustainability Committee to consider nominating for the 2023 Annual Meeting should submit a written request and related information to our Corporate Secretary no later than December 31, 2022 in order to allow for sufficient time to consider the recommendation. Shareholders may also nominate director candidates directly if they comply with our bylaws, which are described in more detail in Question 19 “How do I submit a proposal or nominate a director candidate for the 2023 Annual Meeting?” on page 76.

TARGET CORPORATION  2022 Proxy Statement 19

Board and Committee evaluations

Overview

The Governance & Sustainability Committee, in consultation with the Lead Independent Director, annually leads an evaluation reviewing the performance of the Board and its Committees. The evaluation process seeks to obtain each director’s assessment of the effectiveness of the Board, the Committees and their leadership, Board and Committee composition, and Board/management dynamics. In addition, as part of the process the Board evaluates individual director performance through questions in the survey focused on obtaining candid feedback on individual directors and through the one-on-one conversations between the Lead Independent Director and each director. This annual evaluation has periodically been conducted by a third-party consultant, as appropriate. Our Corporate Secretary’s Office administered the recent evaluation.

Process

Actions

Over the past few years, the evaluation process has contributed to different enhancements to the Board and its Committees, including:

•

Reallocating Committee responsibilities and renaming the Committees to reflect their revised scope.

•

Clarifying the roles of the Board and its Committees with respect to oversight of ESG matters.

•

Managing Board composition and refreshment to provide a wealth of relevant expertise, diverse mix of skills, and balanced tenure.

Board refreshment and composition

Tenure policies

The Board maintains tenure policies (contained in our Corporate Governance Guidelines) as a means of ensuring that the Board regularly benefits from a balanced mix of perspectives and experiences.

TARGET CORPORATION  2022 Proxy Statement 20

Tenure and age of independent directors

Our current Board’s composition represents a balanced approach to tenure for our independent directors, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors:

(1)

Mr. Rice previously served on our Board from September 2007 to January 2018. We include his prior service in determining his total tenure with the Board for purposes of our tenure policies.

Board diversity

The Board values DE&I and the composition of the Board’s current membership and leadership positions is consistent with the strong history of gender and racial/ethnic diversity on the Board.

(1)

Our racially or ethnically diverse directors are Ms. Healey, Ms. Lozano, Mr. Rice, and Mr. Stockton.

Information about new directors

On August 11, 2021, the Board elected David P. Abney and Gail K. Boudreaux to fill vacancies on the Board, effective August 11, 2021, and September 23, 2021, respectively. Mr. Abney was identified as a candidate by our CEO. Ms. Boudreaux was identified by our internal talent acquisition team. After Mr. Abney and Ms. Boudreaux were identified, management reviewed their qualifications and the Governance & Sustainability Committee evaluated them against the criteria described on page 19 before recommending their election to the full Board.

Mr. Abney provides the Board with significant experience in leadership of complex organizations, strategic planning, operations, logistics, transportation, and engineering. Ms. Boudreaux provides the Board with significant experience in public-company governance, navigating regulatory and public policy matters in complex organizations, execution of corporate strategy, financial oversight, and technology and digital solutions. You can view biographical information about Mr. Abney and Ms. Boudreaux on pages 23 and 24, respectively.

TARGET CORPORATION  2022 Proxy Statement 21

Skills and diversity matrix

The Board believes that the combination of backgrounds, skills, and experiences has produced a Board that is well-equipped to exercise oversight responsibilities on behalf of Target’s shareholders and other stakeholders. The following tables describe key characteristics of our business, the desired skills for those business characteristics, what those skills represent, which independent members of our Board nominated for election at the 2022 Annual Meeting possess those skills based on the directors self-identifying as having those skills, and the diversity attributes of those directors.

Target’s business characteristics	Desired skill	What the skill represents
Target is a large retailer that offers everyday essentials and fashionable, differentiated merchandise at discounted prices in stores and through digital channels.	Retail Industry Experience	Executive officer level experience at a large retail or consumer products company.
Target’s scale and complexity requires aligning many areas of our operations, including marketing, merchandising, supply chain, technology, human capital management, property development, credit card servicing, and our community and charitable activities.	Senior Leadership	Experience in an executive officer level role or senior government leadership role.
Our brand is the cornerstone of our strategy to provide a relevant and affordable differentiated shopping experience for our guests.	Marketing / Brands	Executive officer level experience in marketing or managing well-known brands or the types of consumer products we sell.
Our business includes a large network of stores, distribution centers, and other facilities that are owned or leased by us.	Real Estate	Experience with real estate transactions, property management, or actively supervising someone performing similar functions.
We have a large and global workforce, which represents one of our key resources, as well as one of our largest operating expenses.	Human CapitalManagement	Executive officer level experience managing a large or global workforce.
Our business has become increasingly complex as we have expanded our offerings as well as the channels in which we deliver our shopping experience. This increased complexity requires sophisticated technology infrastructure.	Technology	Knowledge or experience that contributes to the Board’s understanding of technology, digital platforms and new media, data security, or data analytics.
Our business involves sourcing merchandise domestically and internationally from numerous vendors and distributing it through our fulfillment network.	Global Supply Chain	Executive officer level experience at a company with global supply chain operations.
We are a large public company with a disciplined approach to financial management and accurate disclosure.	Financial Expertise	Qualification as an “audit committee financial expert” under applicable SEC rules.
We are subject to a variety of risks and seek to identify, assess, and manage those risks for the long-term success of our business and to meet our legal and regulatory obligations.	Risk Management	Executive officer level experience in enterprise risk management or actively supervising someone performing similar functions.
To be successful, we must preserve, grow, and leverage the value of our reputation with our guests, Team Members, vendors, the communities in which we operate, and our shareholders.	Reputation Management	Experience in community relations, public service, government affairs, corporate governance, or actively supervising someone performing similar functions.
As we leverage our size and scale to benefit people, the planet, and our business, we seek to identify, assess, and prioritize the ESG matters affected by our business.	ESG Understanding	Knowledge or experience that contributes to the Board’s understanding of one or more ESG matters affected by our business.

Desired skill	Mr. Abney	Mr. Baker	Mr. Barrett	Ms. Boudreaux	Mr. Edwards	Ms. Healey	Mr. Knauss	Ms. Leahy	Ms. Lozano	Mr. Rice	Mr. Stockton
Retail Industry Experience					●	●	●		●	●
Senior Leadership	●	●	●	●	●	●	●	●	●	●	●
Marketing / Brands	●	●			●	●	●		●		●
Real Estate	●	●			●					●	●
Human Capital Management	●	●	●	●	●	●	●	●	●	●	●
Technology				●	●			●	●
Global Supply Chain	●	●	●		●	●	●	●		●
Financial Expertise	●	●	●	●	●	●	●	●	●	●	●
Risk Management	●	●	●	●	●	●	●	●	●	●	●
Reputation Management	●	●	●	●	●	●	●	●	●	●	●
ESG Understanding	●	●	●	●	●		●	●	●	●
Diversity attribute
Race / Ethnicity						●			●	●	●
Gender				●		●		●	●

TARGET CORPORATION  2022 Proxy Statement 22

2022 nominees for director

After considering the recommendations of the Governance & Sustainability Committee, the Board has set the number of directors at 12 and nominated all current directors to stand for re-election, except for Mary Minnick who will depart the Board at the end of her current term. The Board believes that each of these nominees is qualified to serve as a director of Target and, in addition to the skills listed in the table on page 22, the specific qualifications of each nominee that were considered by the Board follow each nominee’s biographical description.

We believe that all nominees will be able and willing to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.

David P.
Abney Age 66 Director since 2021 Independent Committees • Audit & Risk • Infrastructure & Finance Background David P. Abney is the former Chairman of the Board & Chief Executive Officer of United Parcel Service, Inc., a multinational package delivery and supply chain management company. He held that position from February 2016 to June 2020, when he became Executive Chairman, a position he held until September 2020. Mr. Abney formerly held various other leadership positions within United Parcel Service, including Chief Operating Officer, President of United Parcel Service Airlines, and President of United Parcel Service International.   Qualifications Having served United Parcel Service for more than 40 years in positions of senior leadership with escalating levels of responsibility, Mr. Abney provides the Board with significant experience in leadership of complex organizations, strategic planning, operations, logistics, transportation, and engineering.   Other public company boards Current Northrop Grumman Corporation Freeport-McMoRan Inc. Within past five years Macy’s, Inc. United Parcel Service, Inc. Johnson Controls International plc

Douglas M.
Baker, Jr. Age 63 Director since 2013   Committees • Governance & Sustainability (Chair) • Compensation & Human Capital Management Background Douglas M. Baker, Jr. is Executive Chairman of Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial, and energy markets. He has served in this role since January 2021. He previously served Ecolab as Chairman of the Board & Chief Executive Officer from May 2006 to December 2020. Mr. Baker previously held various other leadership positions within Ecolab, including President and Chief Operating Officer.   Qualifications Mr. Baker provides the Board with valuable global marketing, sales, and general management experience, as well as operational and governance perspectives. His recent role as CEO of a large publicly-held company provides the Board with additional top-level perspective in organizational management.   Other public company boards Current Ecolab Inc. Within past five years U.S. Bancorp

TARGET CORPORATION  2022 Proxy Statement 23

George S.
Barrett Age 67 Director since 2018 Independent Committees • Compensation & Human Capital Management • Governance & Sustainability Background George S. Barrett is the former Chairman & Chief Executive Officer of Cardinal Health, Inc., a global integrated healthcare services and products company. He held that position from August 2009 until the end of 2017, when he became Executive Chairman, a position he held until November 2018. Mr. Barrett previously held a number of executive positions with global pharmaceutical manufacturer Teva Pharmaceutical Industries Ltd., including Chief Executive Officer of its North American business and Executive Vice President for global pharmaceuticals.   Qualifications Through his services in leadership positions with companies in the healthcare industry for over 30 years, Mr. Barrett provides the Board with extensive experience in the areas of executive leadership, distribution and manufacturing operations, regulatory compliance, finance, strategic planning, human capital management, and corporate governance.   Other public company boards Current None Within past five years Cardinal Health, Inc. Montes Archimedes Acquisition Corp.

Gail K.
Boudreaux Age 61 Director since 2021 Independent Committees • Audit & Risk • Infrastructure & Finance Background Gail K. Boudreaux has served as the President & Chief Executive Officer of Anthem, Inc., a leading health benefits provider, since November 2017. From July 2015 to November 2017 Ms. Boudreaux served as Chief Executive Officer of GKB Global Health, LLC, a healthcare consulting company. She previously held executive level leadership positions at UnitedHealth Group, Inc. and its subsidiary, UnitedHealthcare, and at Health Care Services Corporation and Aetna, Inc.   Qualifications With more than 30 years of experience in the healthcare industry and through her service on several public company boards, Ms. Boudreaux provides the Board with significant experience in public-company governance, navigating regulatory and public policy matters in complex organizations, execution of corporate strategy, financial oversight, and technology and digital solutions.   Other public company boards Current Anthem, Inc. Within past five years Zimmer Biomet Holdings, Inc. Xcel Energy Inc. Novavax, Inc.

TARGET CORPORATION  2022 Proxy Statement 24

Brian C.
Cornell Age 63 Director since 2014 Committees • None Background Brian C. Cornell has served as Chairman of the Board & Chief Executive Officer of Target Corporation since August 2014. Mr. Cornell previously served as Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc. He also served as Chief Executive Officer & President of Sam’s Club, a division of Wal-Mart Stores, Inc., 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 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 Current Yum! Brands, Inc. Within past five years None

Robert L.
Edwards Age 66 Director since 2015 Independent Committees • Audit & Risk (Chair) • Infrastructure & Finance Background Robert L. Edwards is the former President & Chief Executive Officer of Safeway Inc., a United States food and drug retail company. He also served as President & Chief Executive Officer of AB Acquisition LLC, a North American food and drug retail company due to Albertsons’ acquisition of Safeway Inc. Mr. Edwards previously held several other executive level positions with Safeway Inc., including President & Chief Financial Officer and Executive Vice President & Chief Financial Officer. He also held executive positions at Maxtor Corporation and Imation Corporation.   Qualifications Mr. Edwards provides the Board with substantial food and drug retail expertise and perspectives. 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 Current None Within past five years Blackhawk Network Holdings, Inc.

TARGET CORPORATION  2022 Proxy Statement 25

Melanie L. Healey Age 61 Director since 2015 Independent Committees • Compensation & Human Capital Management
• Governance & Sustainability 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. Ms. Healey also served as Group President & Advisor to the Chairman & Chief Executive Officer of The Procter & Gamble Company. Ms. Healey held a number of other leadership roles at Procter & Gamble, including Group President & CEO, Global Health, Feminine and Adult Care Sector. Prior to working at Procter & Gamble, Ms. Healey served in a variety of marketing leadership roles for Johnson & Johnson and S.C. Johnson & Sons.   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 at three multinational companies. 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.   Other public company boards Current Hilton Worldwide Holdings Inc. PPG Industries, Inc. Verizon Communications Inc. Within past five years None

Donald R. Knauss Age 71 Director since 2015 Independent Committees • Compensation & Human Capital Management • Infrastructure & Finance Background Donald R. Knauss is the former Chairman & Chief Executive Officer of The Clorox Company, a leading multinational manufacturer and marketer of consumer and professional products. He also served as Executive Chairman of The Clorox Company. Mr. Knauss previously served as Executive Vice President and Chief Operating Officer of Coca-Cola North America and in various other senior management roles for its subsidiary businesses, and held various marketing and sales positions with PepsiCo, Inc. and The Procter & Gamble Company. Mr. Knauss also served as an Officer in the United States Marine Corps.   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 Current Kellogg Company McKesson Corporation Within past five years None

TARGET CORPORATION  2022 Proxy Statement 26

Christine A. Leahy Age 57 Director since 2021 Independent Committees • Compensation & Human Capital Management • Governance & Sustainability Background Christine A. Leahy is the President and Chief Executive Officer of CDW Corporation, a multi-brand technology solutions provider to business, government, education, and healthcare customers. She has served in this role since January 2019. She previously served CDW Corporation as Chief Revenue Officer from July 2017 to December 2018, Senior Vice President–International from May 2016 to July 2017, and Chief Legal Officer/General Counsel and Corporate Secretary from January 2002 to July 2017. Before joining CDW Corporation, she was a corporate partner in the Chicago office of Sidley Austin.   Qualifications Ms. Leahy provides the Board significant experience in strategic planning and leadership of complex organizations, technology and digital solutions, and operations and distribution.   Other public company boards Current CDW Corporation Within past five years None

Monica C. Lozano Age 65 Director since 2016 Lead Independent Director Committees • Compensation & Human Capital Management (Chair) • Governance & Sustainability Background Monica C. Lozano is President and Chief Executive Officer of The College Futures Foundation, a position she has held since December 2017. She also co-founded The Aspen Institute Latinos and Society Program and served as Chair of its Advisory Board from January 2015 to October 2019. Ms. Lozano previously served as Chairman of U.S. Hispanic Media, Inc., a leading Hispanic news and information company. Ms. Lozano previously served in the roles of Chair and Chief Executive Officer of ImpreMedia, LLC, a wholly owned subsidiary of U.S. Hispanic Media, Inc. Ms. Lozano also served as Chief Executive Officer and Publisher of La Opinion, a subsidiary of ImpreMedia, LLC, and in several management-level roles with the company.   Qualifications Ms. Lozano possesses substantial senior management experience in areas such as operations, strategic planning and marketing, including multi-media content. 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 Current Apple Inc. Bank of America Corporation Within past five years None

TARGET CORPORATION  2022 Proxy Statement 27

Derica W. Rice Age 57 Director since 2020 Independent Committees • Audit & Risk • Infrastructure & Finance Background Derica W. Rice is the former Executive Vice President of CVS Health Corporation, a provider of health services and plans in the United States, and former President of CVS Caremark, the pharmacy benefits management business of CVS Health Corporation. He served in those positions from March 2018 to February 2020. Mr. Rice previously held several other executive level positions over nearly three decades with Eli Lilly and Company, a pharmaceutical company, including Executive Vice President, Global Services from January 2010 through December 2017 and Chief Financial Officer from May 2006 through December 2017. He also previously served on Target Corporation’s Board of Directors from September 2007 to January 2018.   Qualifications Mr. Rice’s career has provided him with practical knowledge of executive management of complex, worldwide businesses, and extensive experience in a wide range of financial and accounting matters including management of worldwide financial operations, financial oversight, risk management, and the alignment of financial and strategic initiatives.   Other public company boards Current Bristol-Myers Squibb The Carlyle Group Inc. The Walt Disney Company Within past five years Target Corporation

Dmitri L. Stockton Age 58 Director since 2018 Independent Committees • Audit & Risk • Governance & Sustainability Background Dmitri L. Stockton is the former Senior Vice President & Special Advisor to the Chairman of General Electric Company, a global infrastructure and technology conglomerate. He held that position from July 2016 to March 2017. Mr. Stockton previously held several other executive level positions with General Electric Company, including Chairman, President, & Chief Executive Officer of GE Asset Management Incorporated, President & Chief Executive Officer of GE Capital Global Banking, Senior Vice President of General Electric Company based in London, President & Chief Executive Officer of GE Consumer Finance, Central & Eastern Europe, and Vice President of General Electric Company.   Qualifications Mr. Stockton’s 30-year career with General Electric Company has provided him with substantial experience in managing worldwide financial operations. His expertise gives the Board additional skills in the areas of leadership, financial oversight, risk management, consumer banking, asset management, employee benefits, governance, regulatory compliance, and the alignment of financial and strategic initiatives.   Other public company boards Current Deere & Company Ryder System, Inc. Within past five years Stanley Black & Decker, Inc.

The Board recommends that shareholders vote For each of the nominees named above for election to our Board.

TARGET CORPORATION  2022 Proxy Statement 28

Stock ownership information

Stock ownership guidelines

Stock ownership that must be disclosed in the 2022 Proxy Statement includes shares directly or indirectly owned and shares issuable or options exercisable that the person has the right to acquire within 60 days. Our stock ownership guidelines vary from the SEC’s required ownership disclosure in that they do not include any options, but do include share equivalents held under deferred compensation arrangements as well as unvested RSUs and PBRSUs at the minimum share payout. Further, our stock ownership guidelines do not include shares that are subject to a mandatory post-exercise holding period (while the shares are subject to that holding period).

In Fiscal 2021, we adjusted the ownership guidelines requirement for our directors from a fixed $500,000 value to five times the annual cash retainer (not including any additional cash retainer(s) for serving as Lead Independent Director or a Committee Chair). This change allows the ownership guidelines requirements to adjust as director pay changes. At the current cash retainer of $115,000 for Fiscal 2021, this 5x multiple has a dollar value of $575,000, which effectively is a $75,000 increase over the prior ownership guidelines requirement’s fixed $500,000 value.

We believe our stock ownership guidelines for our directors and executive officers are aligned with shareholders’ interests because the guidelines reflect equity that has economic exposure to both upside and downside risk.

Ownership guidelines by position Directors   5x annual cash retainer CEO   7x base salary Other NEOs   3x base salary

Equity used to meet stock ownership guidelines Yes • Outstanding shares that the person beneficially owns or is deemed to beneficially own, directly or indirectly, under the federal securities laws. • PBRSUs (at their minimum share payout, which is 75% of the at-goal payout level) and RSUs, whether vested or unvested. • Deferred compensation amounts that are indexed to Target common stock, but ultimately paid in cash. No • Options, regardless of when they are exercisable. • PSUs because their minimum share payout is 0% of the at-goal payout level. • Shares that are subject to a mandatory post-exercise holding period (while the shares are subject to that holding period).

All directors and executive officers are expected to achieve the required levels of ownership under our stock ownership guidelines before the end of the fifth full fiscal year occurring after their election or appointment. If a director or executive officer has not satisfied the ownership guideline amounts on the Compliance Date, they must retain all shares acquired on the vesting of equity awards or the exercise of stock options (in all cases net of exercise costs and taxes) until the required level of ownership is achieved. In addition, if an executive officer is below the ownership guideline amounts before the Compliance Date, they must retain at least 50% of all shares acquired on the vesting of equity awards or the exercise of stock options (in all cases net of exercise costs and taxes) until the required level of ownership is achieved.

TARGET CORPORATION  2022 Proxy Statement 29

The following table shows the holdings of our current directors and NEOs recognized for purposes of our stock ownership guidelines as of April 5, 2022 and the respective ownership guidelines calculations.

	RSUs & PBRSUs	Share equivalents	Other shares held(1)	Total stock ownership for guidelines (# of shares)(1)		Stock ownership guidelines calculation
Directors						Multiple of annual cash retainer(2)
David P. Abney(3)	1,418	0	0		1,418		2.6
Douglas M. Baker, Jr.	28,995	0	3,895		32,890		61.4
George S. Barrett	11,101	0	0		11,101		20.7
Gail K. Boudreaux(3)	1,952	0	0		1,952		3.6
Robert L. Edwards	16,387	0	10,000		26,387		49.3
Melanie L. Healey	15,774	0	0		15,774		29.5
Donald R. Knauss	16,387	0	11,393		27,780		51.9
Christine A. Leahy	2,835	0	0		2,835		5.3
Monica C. Lozano	14,496	0	0		14,496		27.1
Mary E. Minnick	79,764	521	886		81,171		151.6
Derica W. Rice	4,060	0	0		4,060		7.6
Dmitri L. Stockton	11,821	0	0		11,821		22.1
Current named executive officers						Multiple of base salary(2)
Brian C. Cornell	76,437	9,629	361,048		447,114		68.6
Michael J. Fiddelke	13,857	0	22,743		36,600		10.8
John J. Mulligan	30,838	0	171,800		202,638		43.5
Michael E. McNamara	15,558	0	132,495		148,053		43.9
Don H. Liu	15,352	0	72,081		87,433		28.9
(1) The “Total stock ownership for guidelines” calculation, like the required disclosure of “Total shares beneficially owned” on page 31, includes “Other shares held” but differs by (a) excluding (i) all options, regardless of whether they can be converted into common stock on or before June 4, 2022 and (ii) shares that are subject to a mandatory post-exercise holding period (while the shares are subject to that holding period) and (b) including (i) share equivalents that are held under deferred compensation arrangements and (ii) RSUs and PBRSUs (at their minimum share payout, which is 75% of the at-goal payout level), whether vested or unvested, even if they will be converted into common stock more than 60 days from April 5, 2022. (2) Based on closing stock price of $214.79 as of April 5, 2022. (3) Mr. Abney and Ms. Boudreaux joined the Board on August 11, 2021 and September 23, 2021, respectively. They both currently comply with our stock ownership guidelines because they have five years from the start of Fiscal 2022 to meet the required stock ownership level of 5x annual cash retainer.

TARGET CORPORATION  2022 Proxy Statement 30

Beneficial ownership of directors and officers

The following table includes information about the shares of Target common stock (our only outstanding class of equity securities) which are beneficially owned on April 5, 2022 or which the person has the right to acquire within 60 days of that date for each director, named executive officer in the “Summary compensation table” on page 53, and all current Target directors and executive officers as a group.

Directors	Shares issuable within 60 days(1)	Stock options exercisable within 60 days	Other shares held	Total shares beneficially owned(2)
David P. Abney	760	0	0	760
Douglas M. Baker, Jr.	28,337	0	3,895	32,232
George S. Barrett	10,027	0	0	10,027
Gail K. Boudreaux	878	0	0	878
Robert L. Edwards	15,729	0	10,000	25,729
Melanie L. Healey	15,116	0	0	15,116
Donald R. Knauss	15,729	0	11,393	27,122
Christine A. Leahy	1,761	0	0	1,761
Monica C. Lozano	13,838	0	0	13,838
Mary E. Minnick	78,603	0	886	79,489
Derica W. Rice	2,986	0	0	2,986
Dmitri L. Stockton	10,747	0	0	10,747
Named executive officers
Brian C. Cornell	0	0	361,048	361,048
Michael J. Fiddelke	0	0	22,743	22,743
John J. Mulligan	0	0	171,800	171,800
Michael E. McNamara	0	0	132,495	132,495
Don H. Liu	0	0	72,081	72,081
All current directors and executive officers
As a group (25 persons)	194,511	117,821	1,034,692(3)	1,347,024
(1) Includes shares of common stock that the named individuals may acquire on or before June 4, 2022 pursuant to the conversion of vested RSUs into common stock. (2) All directors and executive officers as a group own less than 1% of Target’s outstanding common stock. The persons listed have sole voting and investment power with respect to the shares listed. (3) Includes shares of common stock owned by executive officers in the Target 401(k) Plan as of April 5, 2022.

TARGET CORPORATION  2022 Proxy Statement 31

Beneficial ownership of Target’s largest shareholders

The following table includes certain information about each person or entity known to us to be the beneficial owner of more than five percent of our common stock:

Name and address of >5% beneficial owner	Number of common shares beneficially owned	Percent of class(1)
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355	42,664,160(2)	9.2%
BlackRock, Inc. 55 East 52nd Street New York, New York 10055	39,463,243(3)	8.5%
State Street Corporation One Lincoln Street Boston, Massachusetts 02111	36,017,144(4)	7.8%
(1) Based on shares outstanding on April 5, 2022. (2) The Vanguard Group (Vanguard), as an investment advisor, reported its direct and indirect beneficial ownership on a Schedule 13G/A filed with the SEC on February 10, 2022. The filing indicates that as of December 31, 2021, Vanguard had sole voting power for 0 shares, shared voting power for 801,696 shares, sole dispositive power for 40,666,686 shares, and shared dispositive power for 1,997,474 shares. (3) BlackRock, Inc. (BlackRock), as a parent holding company, reported its direct and indirect beneficial ownership on a Schedule 13G/A filed with the SEC on February 1, 2022. The filing indicates that as of December 31, 2021, BlackRock had sole voting power for 33,306,000 shares, shared voting power for 0 shares, sole dispositive power for 39,463,243 shares, and shared dispositive power for 0 shares. (4) State Street Corporation (State Street), as a parent holding company, reported its direct and indirect beneficial ownership in various fiduciary capacities (including as trustee under the Target 401(k) Plan) on a Schedule 13G/A filed with the SEC on February 14, 2022. The filing indicates that as of December 31, 2021, State Street had sole voting power for 0 shares, shared voting power for 33,005,151 shares, sole dispositive power for 0 shares, and shared dispositive power for 35,922,818 shares, and that State Street Global Advisors Trust Company (SSgA Trust), a subsidiary of State Street, had sole voting power for 0 shares, shared voting power for 11,099,167, sole dispositive power for 0 shares, shared dispositive power for 25,666,445 shares, and aggregate beneficial ownership of 25,675,186 shares. Based on that information, SSgA Trust is also a beneficial owner of more than five percent of our common stock, holding 5.5% of Target’s outstanding common shares.

TARGET CORPORATION  2022 Proxy Statement 32

Compensation & Human Capital Management Committee Report

The Compensation & Human Capital Management Committee has reviewed and discussed the following CD&A with management. Based on this review and discussion, the Compensation & Human Capital Management Committee recommended to the Board that the CD&A be included in the 2021 Annual Report and the 2022 Proxy Statement.

Compensation & Human Capital Management Committee

Monica C. Lozano, Chair
Douglas M. Baker, Jr.
George S. Barrett
Melanie L. Healey
Donald R. Knauss
Christine A. Leahy

Compensation Discussion and Analysis

Introduction

This CD&A focuses on how our NEOs were compensated for Fiscal 2021 and how their Fiscal 2021 compensation aligned with our pay for performance philosophy.

For Fiscal 2021, our NEOs were:

Name and principal position	Brian C. Cornell	Chairman & Chief Executive Officer
	Michael J. Fiddelke	Executive Vice President & Chief Financial Officer
	John J. Mulligan	Executive Vice President & Chief Operating Officer
	Michael E. McNamara	Executive Vice President & Chief Information Officer
	Don H. Liu	Executive Vice President and Chief Legal & Risk Officer

As previously disclosed, Mr. McNamara intends to retire as Target’s Chief Information Officer in 2022 and intends to remain in his current role until a successor is appointed, and as an employee for a transition period following such appointment.

CD&A
table of contents Executive summary Our framework for executive compensation Other benefit elements Compensation governance 34 40 48 49

TARGET CORPORATION  2022 Proxy Statement 33

Executive summary

Throughout Fiscal 2021, Target’s long-term growth strategy and the investments made in taking care of our team continued to solidify our position as an industry-leader in top- and bottom-line performance. Our team, technology, and resilient operations enabled us to offer a preferred shopping experience to our guests that differentiates us in the marketplace. Even as non-essential retailers reopened, the Target team delivered outstanding performance across our core categories, driving double-digit comparable sales growth in Fiscal 2021 and protecting $10 billion of unprecedented market share gains made in 2020. Our stores-as-hubs model continued to set Target apart from other retailers and drove traffic, fueled digital sales, and provided our guests ease, convenience, and safety. Same-day services drove over half of digital sales in Fiscal 2021, driven by 45% growth in Drive Up, Order Pickup, and Shipt (on top of 235% growth in Fiscal 2020). Beyond our fulfillment options, we continued to benefit from our balanced multi-category assortment, which allows our team to serve the rapidly evolving needs of our guests. Despite unpredictability in the environment, Target delivered exceptional performance consistently throughout the year, resulting in Sales growth of $12.2 billion in Fiscal 2021.

Our success in 2021 was fueled by our team. Our ability to attract and retain our team is driven by our purpose, culture, and the overall Team Member experience. We offer competitive compensation and benefits that positively impact our Team Members and fosters our culture, enabling the team to care, grow, and win together. Notably, in the past year:

•

We introduced Dream to Be, an industry-leading education assistance benefit for all Team Members that provides access to debt-free undergraduate and associates degrees, as a part of our ongoing commitment to promote access to education and to create an equitable and inclusive workforce.

•

We announced our plan to invest up to $300 million more in our team in 2022 to set a new starting wage range of $15 to $24 per hour and expand access to health care benefits, making about 20% of our team newly eligible to enroll in our comprehensive health care benefits package. We also reduced the waiting period to enroll in a Target medical plan, offered faster access to the Target 401(k) Plan, and enhanced our well-being benefits.

That’s in addition to recognition bonuses and numerous enhancements made to our total rewards package, including free backup care and access to virtual healthcare and online resources to support the well-being of our Team Members. These investments in our team demonstrate our commitment to delivering on our Target Forward strategy, which aims in part to create opportunity and equity for our team, partners and guests. Additional information on Target Forward is described on page 15. Our success begins and ends with our team; and despite ongoing challenges in the external environment, the flexibility of our business model and the resilience of our team delivered outstanding performance consistently throughout 2021, as illustrated in the “Financial performance highlights for Fiscal 2021” on the following page.

TARGET CORPORATION  2022 Proxy Statement 34

Financial performance highlights for Fiscal 2021

Comparable sales growth	Sales fulfilled by stores	Adjusted EPS growth(1)
12.7%	96.4%	44.0%
After-tax ROIC(2)	5% of profits given to communities(3)	Capital invested in the business
33.1%	$274M	$3.5B

(1)

Adjusted EPS, a non-GAAP metric, excludes the impact of certain items. See page 24 of the 2021 Annual Report for a reconciliation of Adjusted EPS to GAAP diluted EPS and page 19 of the 2021 Annual Report for the calculation of the “Adjusted EPS growth” provided above.

(2)

ROIC is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to operating income. The calculation of the number provided above is disclosed on page 26 of the 2021 Annual Report.

(3)

Calculated based upon the average of the prior two years of pre-tax profits. Includes cash and in-kind donations.

The pay programs described throughout our CD&A align with our pay for performance philosophy and are structured based on financial and operational performance and shareholder outcomes.

TARGET CORPORATION  2022 Proxy Statement 35

Summary of key incentive design decisions made in Fiscal 2021

While the core structure of our incentive programs remained intact in support of our enterprise strategy, the following table summarizes changes to our Fiscal 2021 STIP and PSU program granted in Fiscal 2021. The majority of changes are intended to be one-time in nature to address volatility from the ongoing pandemic.

Incentive program	Description of key design changes made for Fiscal 2021	More information
Fiscal 2021 STIP:	As described in last year’s CD&A, we made the following changes to our Fiscal 2021 STIP design at the onset of the fiscal year to manage expected volatility in the economy and consumer sentiment: • Separated the financial component of STIP into two equally weighted semi-annual periods. • Shifted the at-goal weighting back to 67% financial and 33% team scorecard. This weighting was effectively used for our STIP program in Fiscal 2017 through Fiscal 2019, a period of significant disruption in the retail industry, as we focused on aggressively investing in our business to emerge with a durable financial model.	41
PSU program granted in Fiscal 2021:	Our PSU program is fully based on relative performance versus our retail peer group. The pandemic created volatility, which distorted performance comparisons across our peer group that may not be fully representative of actual growth. As a result of the volatility in 2020 and continued uncertainty in 2021, we made the following one-time changes to our PSU program granted in Fiscal 2021 to normalize peer performance: • Extended the performance period from a three- to four-year period. We believe comparing four-year performance against the common starting point of the pre-pandemic year of 2019 would provide the best comparison of relative competitive performance across these four years. • Capped the maximum payout opportunity at 150% of goal, reduced from 200% of goal in prior years.	44

Shareholder support for our 2021 advisory vote on executive compensation and shareholder outreach program

At the 2021 Annual Meeting, shareholders approved our Say on Pay proposal in support of our executive compensation program by a vote of 92.9%, in line with the 2020 vote of 93.6% and 2019 vote of 94.8%. We believe open dialogue with our shareholders and incorporation of their feedback into our executive compensation program are important.

As described on page 18, we regularly communicate with our shareholders regarding a variety of topics and involve one or more independent directors in these conversations, as appropriate. We look forward to continued dialogue on compensation matters and other issues relevant to our business.

TARGET CORPORATION  2022 Proxy Statement 36

Pay for performance

We have a long-standing belief that our executive compensation should directly reflect our organization’s performance with substantial emphasis on the creation of long-term value for our shareholders. We do that by providing our NEOs a mix of base salary, short-term, and long-term incentives with compensation opportunities measured by a variety of time horizons to balance our near-term and long-term strategic goals.

Annual TDC is the summed at-goal value of each pay component and is used by the Compensation & Human Capital Management Committee as the measure of the intended total value of pay at the time the pay decision is made, understanding that the actual amount earned will be higher or lower based on actual performance.

Consistent with our guiding principles, 92% of CEO Annual TDC and 83% of other NEO Annual TDC is performance-based. In addition, 100% of our annual LTI grants feature relative performance-based metrics.

Importantly, the financial metrics we use for our pay programs are either based directly on GAAP financial measures, or in the specific circumstances where they are not, we explain how and why they differ from GAAP.

(1)

Annual TDC differs from the “Total” for Fiscal 2021 in the “Summary compensation table” on page 53 because it (a) includes STIP opportunity at-goal as approved, rather than the actual payout that was earned, (b) includes the annual PSU and PBRSU grants based on the dollar value used by the Compensation & Human Capital Management Committee in determining the number of shares granted, rather than the aggregate grant date fair value of awards, as computed in accordance with FASB ASC Topic 718, and (c) excludes the items shown under the “Change in pension value and nonqualified deferred compensation earnings” and “All other compensation” columns.

How annual CEO pay is tied to performance The following pay elements are performance-based and represent a significant percentage of Annual TDC. The payout ranges below are based on awards outstanding as of the end of Fiscal 2021. • STIP — Payouts range from 0% to 200% of goal depending on Sales, Incentive Operating Income, and the assessment of the Team Scorecard. • PSUs — As described in detail in the PSUs section on page 44, payouts range from 0% to 150% of goal for PSUs granted in 2021 and range from 0% to 200% of goal for PSUs granted prior to 2021, depending on Adjusted Sales growth, EPS growth, and ROIC performance relative to our retail peer group. Payout value is also tied to stock price performance. • PBRSUs — Payouts range from 75% to 125% of goal depending on TSR performance relative to our retail peer group. Payout value is also tied to stock price performance.

TARGET CORPORATION  2022 Proxy Statement 37

Performance highlights

The following graphs highlight our historical performance on key metrics that we used in our executive compensation programs over each of the last three years. The metrics used in our compensation program are described in more detail in the CD&A narratives for each compensation element, as well as in the footnotes on this page.

(1)

Sales is as reported on page 38 of the 2021 Annual Report. We use Sales as reported above as one of the metrics in both our PSU and STIP compensation elements.

(2)

Operating Income is as reported on page 38 of the 2021 Annual Report and provides the basis for Incentive Operating Income, which is one of the metrics we use in our STIP compensation element. Incentive Operating Income, a non-GAAP metric, represents Operating Income on a pre-short-term incentive compensation basis and is calculated by excluding short-term incentive expense from our Operating Income.

(3)

EPS from continuing operations is as reported on page 24 of our 2021 Annual Report. For PSUs, we use EPS as reported above, except that for Fiscal 2021 we excluded the impact of the one-time gain on sale of the Dermstore business, which decreased the amount by $0.55 per share to $13.55.

(4)

ROIC is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to operating income. For Fiscal 2021 and Fiscal 2020 it is as reported on page 26 of the 2021 Annual Report and, for Fiscal 2019, page 24 of our 2020 Annual Report. For PSUs, we use ROIC as reported above, except that for Fiscal 2021 we excluded the impact of the one-time gain on sale of the Dermstore business from net operating profit after tax and excluded net assets of Dermstore from average invested capital in the ROIC calculation, which decreased the amount by 1.2 percentage points.

TARGET CORPORATION  2022 Proxy Statement 38

Incentive measures and actual performance

Actual payouts vary based on performance against goals approved by the Compensation & Human Capital Management Committee at the beginning of the performance period. Our ongoing incentive programs have a proven track record of variable payouts based on performance over time.

•

Our STIP is based on a combination of absolute financial goals and progress made toward key strategic priorities. As shown in the table below, our financial component and team scorecard resulted in an overall weighted payout of 143% of goal. For further discussion of our Fiscal 2021 financial goals and performance, see pages 41-42. For additional information on our 2021 team scorecard assessment, see page 43.

•

100% of our ongoing LTI program features performance-based metrics and is tied to relative performance versus our retail peers over a three-year time period.

			Spring(1)					Fall(2)
	Weight		Goal(3)			Actual(3)	Actual performance as a percentage of goal		Goal(3)	Actual(3)	Actual performance as a percentage of goal	Overall weighted payout as a percentage of goal
2021 STIP Performance	67%	Sales		$43,007		$48,705	113.2%		$55,564	$55,906	100.6%	100%
		Incentive Operating Income(4)		$  3,243		$  5,182	159.8%		$  4,432	$  4,305	97.1%
	33%	Team Scorecard					N/A				N/A	43%
					Total combined payout as a percentage of goal							143%

			Metric		Performance rank relative to peers	Payout percentage	Total Payout
2019-2021 LTI Performance	PSUs	Adjusted sales growth		3 of 17		200%	193.3%
		EPS growth		3 of 17		200%
		ROIC		5 of 17		180%
					Performance rank relative to peers	TSR(5)	Total Payout
	PBRSUs	TSR			1 of 16	257%	125%

(1)

Represents the Q1 and Q2 semi-annual performance period of 2021, weighted 50%.

(2)

Represents the Q3 and Q4 semi-annual performance period of 2021, weighted 50%.

(3)

In millions.

(4)

See the “Performance highlights” tables and footnotes on page 38 for a description of how Incentive Operating Income is calculated from our financial statements.

(5)

TSR is calculated based on the stock price of each company on the first and last day of the performance period using the average of each company’s stock price for the 90 calendar days immediately preceding the two measurement dates.

TARGET CORPORATION  2022 Proxy Statement 39

Our framework for executive compensation

Guiding principles

We believe executive compensation should be directly linked to performance and long-term value creation for our shareholders. With 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.

●

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 and, therefore, may vary from targeted compensation based upon the level of achievement of specified performance objectives and stock price performance.

Elements of Annual TDC⁽¹⁾

	Element	Key characteristics	Link to shareholder value	How we determine amount
Fixed	Base salary	Fixed compensation component payable in cash, representing less than 20% of Annual TDC for our NEOs. Reviewed annually and adjusted when appropriate.	A means to attract and retain talented executives capable of driving superior performance.	Consider individual contributions to business outcomes, the scope and complexity of each role, future potential, market data, and internal pay equity.
Performance- based	Short-term incentives	Variable compensation component payable in cash based on performance against financial goals and assessment of team performance.	Incentive targets are tied to achievement of key financial measures. NEOs are also evaluated against identified strategic initiatives important to driving sustainable, durable, and profitable sales growth.	Financial component of award based on: • Sales • Incentive Operating Income For STIP, there is a team scorecard component based on the Compensation & Human Capital Management Committee’s assessment of management’s progress toward strategic priorities.
	Performance share unit awards	PSUs cliff vest at the end of the performance period and payouts are based on relative performance within the performance period versus our retail peer group.	PSUs recognize our executive officers for achieving superior long-term relative performance on three key metrics: • Sales growth • EPS growth • ROIC	Grant award levels based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations, and market data.
	Performance-based restricted stock unit awards	PBRSUs cliff vest at the end of the performance period with the number of shares based on relative TSR performance within the performance period versus our retail peer group.	Fosters a culture of ownership, aligns the long-term interests of Target’s executive officers with our shareholders and rewards or penalizes based on relative TSR performance.	Grant award levels based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations, and market data.

(1)

See page 37 for a description of how the Compensation & Human Capital Management Committee uses Annual TDC and how it differs from the “Total” in the “Summary compensation table” on page 53.

TARGET CORPORATION  2022 Proxy Statement 40

Base salary

We provide base salary as a means to deliver a stable amount of cash compensation to our executive officers. In alignment with our pay for performance philosophy, it represents the smallest portion of Annual TDC.

In March 2021, the Compensation and Human Capital Management Committee approved a Fiscal 2021 base salary increase of $100,000 for Mr. Fiddelke in consideration of his performance as well as market positioning relative to our retail and general industry peers.

Short-term incentives

All NEOs are eligible to earn cash awards under our STIP program, which is designed to motivate and reward executives for performance on key annual measures. The financial component of our STIP program is based on two financial metrics: Sales (50%) and Incentive Operating Income (50%). See the “Performance highlights” tables and footnotes on page 38 for a description of how Sales are reported and how Incentive Operating Income is calculated from our financial statements.

As disclosed in our 2021 Proxy Statement, we made changes to our Fiscal 2021 STIP design to reflect a wide range of outcomes based on expected volatility in the economy and consumer sentiment caused by the pandemic. Translating this uncertainty into an assessment of performance, and ultimately tying to payout levels, was challenging to prescribe at the onset of the year. Given these considerations, we made the following changes to our STIP design in Fiscal 2021:

•

Separated the financial component of STIP into two independent and equally weighted semi-annual periods, Spring (Q1 and Q2) and Fall (Q3 and Q4).

•

Shifted the at-goal weighting back to 67% financial and 33% team scorecard.

The semi-annual approach to goal-setting allowed the Board to reassess both the performance and macroeconomic context when setting Fall goals. Looking ahead, our Fiscal 2022 STIP design will revert back to annual financial performance goals.

The following table shows financial and team scorecard payouts expressed as a percentage of goal. The at-goal pay opportunity is 200% of base salary for our CEO and 100% of base salary for our other NEOs.

	Fiscal 2021 (payout as a percentage of goal)
Component	Weight	Threshold	Goal	Maximum
Financial (Sales 50%, Incentive Operating Income 50%)	67%	13%	67%	134%
Team Scorecard	33%	7%	33%	66%
Total		20%	100%	200%

Fiscal 2021 financial STIP design, performance goals, and how we performed in comparison to these goals

The Fiscal 2021 semi-annual goals and actual performance were:

							Comparison to prior years
	Metric		Goal ($)(2)		Actual ($)	Actual performance as a percentage of goal	Goal vs Fiscal 2020	Actual vs Fiscal 2020	Actual vs Fiscal 2019
Spring(1) (weighted50%)	Sales	$	43,007	$	48,705	113.3%	+2.2%	+15.8%	+36.9%
	Incentive Operating Income(3)	$	3,243	$	5,182	159.8%	+6.5%	+70.1%	+96.3%
Fall(1) (weighted50%)	Sales	$	55,564	$	55,906	100.6%	+10.4%	+11.1%	+34.6%
	Incentive Operating Income(3)	$	4,432	$	4,305	97.1%	+7.3%	+4.2%	+79.6%
(1) Dollars in millions. (2) Threshold and maximum financial performance amounts are -/+5% of the Sales goal and -/+15% of the Incentive Operating Income goal. (3) See the “Performance highlights” tables and footnotes on page 38 for a description of how Incentive Operating Income is calculated from our financial statements.

When approving Spring and Fall goals for Fiscal 2021, the Board took into account consumer environment and confidence, ongoing risks and their impact to consumers, and enterprise strategies and investments. The semi-annual approach to goal-setting allowed the Board to reassess both the performance and macroeconomic context when setting Fall goals, with knowledge of the stronger than expected environment in the Spring. The assumptions and context underpinning our semi-annual goals and performance against those goals are further described on the following page.

TARGET CORPORATION  2022 Proxy Statement 41

Spring

In February 2021, independent members of our Board approved Spring goals. At that time, a number of uncertain variables affected our outlook including a slow and uneven economic recovery, stimulus spending, vaccine rollout, and emergence of COVID-19 variants. The market was expected to deliver flat to mid-single digit growth. In consideration of market expectations, Spring goals were set above the market rate. Our performance far exceeded our expectations for the period.

•

Our Spring 2021 goal focused on holding the unprecedented market share gains we realized in 2020, while delivering a profit rate improvement compared to 2019. Fiscal 2019 actuals served as a benchmark in establishing goals, given the high degree of volatility we experienced in the first two quarters of Fiscal 2020.

•

The Board approved Spring goals requiring year-over-year growth of 2.2% and 6.5% for Sales and Incentive Operating Income. Relative to 2019 actual performance, these Spring goals represented growth of 20.9% and 22.8% for Sales and Incentive Operating Income, respectively.

Ultimately, market performance exceeded expectations as stimulus and pent-up savings fueled consumer spending power. Our aggressive and strategic investments in our digital fulfillment options, merchandise assortment, and store operating model positioned us to thrive in supplying the needs of our guests.

•

Our strong Spring Sales performance in various categories translated to over $5 billion in share gains since Spring 2019. Total Sales growth of 15.8% in the Spring (on top of 18.2% growth a year ago) was comprised of store Sales growth of 13.9% and digital Sales growth of 25.2% (on top of 6.6% and 168.9% growth, respectively, a year ago).

•

The strength in Sales translated to Operating Income performance ahead of goal. Our Operating Income rate increased more than 3 percentage points versus Spring 2020, given a continuation of lower markdown trends and expense leverage from higher Sales. Favorable category mix also contributed to the increased rate as a result of faster than anticipated growth in Apparel, Home, and Same Day Fulfillment. This translated to Spring Operating Income of $4.8 billion, approximately $2.1 billion or 75% ahead of last year.

Our business delivered outstanding Spring performance that exceeded the maximum Spring financial goals. As intended, our semi-annual goal setting approach provided the agility to adjust our future outlook as we planned for the second half of the year.

Fall

In August 2021, independent members of our Board approved Fall goals. Given exceptional Spring performance on top of record growth in 2020, combined with the continued strength in consumer spending, we re-aligned our financial goals for Fall to expand upon the prior year’s outsized market share and profit gains.

•

Fall Sales goal of $55.6 billion represented an increase of 10.4% and 33.7% over actual Fall 2020 and 2019 Sales, respectively.

•

Fall Incentive Operating Income goal of $4.4 billion represented increases of 7.3% and 84.9% over actual Fall 2020 and 2019, respectively, or 12.3% and 92.5% Operating Income growth over actual Fall 2020 and 2019, respectively.

Despite continued volatility in the environment brought on by new COVID-19 variants and industry-wide challenges across the supply chain, our business continued to deliver growth on top of record setting increases last year, primarily driven by increases in store traffic and growth in digital fulfillment.

•

Total Sales growth of 11.1% in Fall (on top of 21.2% growth a year ago) was comprised of store Sales growth of 10.2% and digital Sales growth of 14.9% (on top of 8.8% and 130.1% growth, respectively, a year ago). We delivered our second strongest Fall sales comp in more than 10 years, on top of last year’s record performance.

•

Fall Operating Income of $4.1 billion represents a $0.3 billion increase, or almost 9% growth, over last year. Our Operating Income rate contracted slightly year over year, reflecting increased costs from our vendors and across our supply chain.

Continued strength in our Fall performance capped off a year of record growth in 2021, reinforcing the durability of our business model and confidence in our long-term growth strategy.

Following a year of record market share gains, Fiscal 2021 delivered strong results. The Compensation & Human Capital Management Committee approved a collective STIP financial outcome of 149% of goal payout, as generated under the plan and illustrated in the following table:

	Metric	Payout as a percentage of goal for each metric	Payout as a percentage of goal for each semi-annual period	Financial component payout as a percentage of goal
Spring (weighted 50%)	Sales	200%	200%	149%
	Incentive Operating Income	200%
Fall (weighted 50%)	Sales	112%	98%
	Incentive Operating Income	84%

TARGET CORPORATION  2022 Proxy Statement 42

Fiscal 2021 team scorecard assessment

The team scorecard provides a general structure for discussing and measuring performance of the management team as a group. The team scorecard portion of the STIP in 2021 emphasized the business outcomes we expect from the execution of our strategic priorities, and represents indicators that demonstrate the health of Target’s business and team.

For Fiscal 2021, the primary team scorecard progress indicators included: hold 2020 market share gains, advance progress on three-year enterprise DE&I goals, maintain strong team engagement, increase utilization of same-day fulfillment services, and increase guest engagement with Target Circle.

Our management team drove meaningful progress against these indicators:

•

We retained $10 billion of unprecedented 2020 market share gains. At the category level, Food & Beverage, Beauty & Household Essentials, Hardlines, and Home Furnishings & Decor, in particular, drove share gains.

•

Positive progress on three-year enterprise DE&I goals. We met or exceeded our ambitious goals for representation, advancement, and experience. We increased promotion and reduced turnover rates for people of color and increased promotion of women to senior leadership.

•

Total company engagement was favorable based on our robust Annual TeamVoice survey. Despite unprecedented challenges, we saw the strength of our team and culture show up through stability and strength in key areas.

•

Growth in same-day services, represented by 45% growth in Drive Up, Order Pickup, and Shipt (on top of 235% growth last year), driven by the continued investments made in our supply chain and store operations.

•

Increased guest engagement with Target Circle, bringing our total enrollment to more than 100 million members since launch.

Taking into consideration the outcomes described above, the Compensation & Human Capital Management Committee approved a 130% team scorecard payout.

Total Fiscal 2021 STIP payout

The following table shows the resulting overall weighted payout as a percentage of goal, based on actual financial performance for each semi-annual period and progress made on key team scorecard indicators as described above.

Component	Weight	Payout as a percentage of goal	Overall weighted payout as a percentage of goal(1)
Financial	67%	149%	100%
Team Scorecard	33%	130%	43%
Total combined payout as a percentage of goal			143%
(1) Actual payout is 286% of base salary for our CEO and 143% of base salary for our other NEOs.

Long-term incentives

To align our executive officers’ pay outcomes with long-term performance, 100% of our annual LTI grants feature relative performance-based metrics and LTI comprises the majority of each NEO’s total compensation.

Value of LTI awarded at grant

In determining the amount of individual LTI awards, the Compensation & Human Capital Management Committee considered each NEO’s individual contributions to business outcomes during the fiscal year, potential future contributions, historical annual grant amounts, and retention considerations, as well as market data for comparable executives from our retail and general industry peer groups. The annual LTI grants are made in March of each year to ensure the full-year financial results for the most recently completed fiscal year may be considered prior to making the grants. Once the total annual grant amount for a NEO is determined, the Compensation & Human Capital Management Committee grants 60% of that value in PSUs and 40% in PBRSUs. Under this approach, strong long-term performance relative to peers becomes the key driver of compensation realized by executive officers.

The Compensation & Human Capital Management Committee increased Mr. Cornell’s annual LTI grant by $1,600,000, reflective of Mr. Cornell’s leadership throughout his tenure and the execution of strategic decisions in 2020 that has positioned Target for long-term durable success. This resulted in positioning his overall TDC at the 77th percentile of the combined peer group, which aligns with our pay for performance philosophy. In addition, Mr. Fiddelke’s annual LTI grant was increased by $600,000 in recognition of his contributions to business outcomes and his demonstrated leadership in navigating the volatility throughout the fiscal year.

TARGET CORPORATION  2022 Proxy Statement 43

PSUs

In March 2021, the Committee granted the 2021 PSU awards. The core design of our fully relative PSU program continues to support the critical drivers of our success while incenting our performance relative to competing retailers. Our metrics reflect how we envision success in the execution of our strategy: to grow the top-line relative to the retail sector, to grow it profitably, and to ensure prudent deployment of capital to drive the business. Consistent with last year, the three relative metrics used in our PSU plan continue to be:

•

Adjusted sales growth. The compound annual growth rate in adjusted sales over the performance period, relative to our retail peer group, including adjustments to our reported results or those of our peer group, as described on the following page.

•

EPS growth. The compound annual growth rate of our EPS versus the reported EPS of our retail peer group.

•

ROIC. Average net operating profit after-tax divided by average invested capital for both our results and our retail peer group, excluding discontinued operations.

See the “Performance highlights” tables and footnotes on page 38 for a description of where Sales, EPS, and ROIC are reported in our financial statements.

Changes to the design in Fiscal 2021:

The pandemic caused significant disruptions across the retail sector in Fiscal 2020, with many of our retail peer comparators materially impacted by government mandated store closures. This translated into record low financial performance or negative reported earnings for approximately half of our comparator group. As such, using Fiscal 2020 as the base year of performance in measuring long-term growth would potentially result in a material distortion in assessing Target’s relative performance.

Despite these factors, the Committee continues to believe that the core relative design and metrics remain relevant and vital in supporting the execution of Target’s strategy and creating alignment with shareholders. With the intention of keeping the core PSU design intact and normalizing peer performance in the face of extraordinary circumstances, the Committee, in consultation with the Compensation Consultant, approved the following changes to the 2021 PSU program:

•

Extended the performance measurement from a three- to four-year performance period. We believe comparing four-year performance against the common starting point of the pre-pandemic year of 2019 would provide the best comparison of relative competitive performance across these four years.

•

Capped maximum payout opportunity at 150% of goal, reduced from 200% of goal in prior years.

	2019	2020	2021	2022	2023	2024
FY20 Cycle (2020-2022)
		All metrics: 3-year cycle Payout range: 0 - 200% of goal
FY21 Cycle (2020-2023)
		Sales & EPS: 4-year cycle using FY19 as baseline for relative growth ROIC: 4-year average Payout range: 0 - 150% of goal
FY22 Cycle (2022-2024)
				All metrics: Return to 3-year cycle Payout range: Return to 0 - 200% of goal

The Committee believes that these changes still result in reasonable uncertainty of achievement at the time of grant while allowing for a more accurate representation of both Target and peer performance. The following example illustrates PSU payouts at various levels of performance for the annual grant made in Fiscal 2021:

TARGET CORPORATION  2022 Proxy Statement 44

For more information about our peer groups, see pages 50-51.

PSU adjustments

The intent of our PSU program is to measure performance relative to our peer group on the previously described metrics. To achieve this measurement objectively, we base the initial rankings on annual reported financial results of each member of the retail peer group and Target (unless determined otherwise at the time of grant). The Compensation & Human Capital Management Committee has reserved discretion to adjust the reported financial results for Target or any member of the retail peer group if it believes such adjustments necessary to properly gauge Target’s relative performance.

For items known at the time of the grant, the Committee proactively addresses them as part of the grant approval. For example, the 53rd week from our sales and those of our peers is excluded to ensure a consistent time frame comparison.

Historically, adjustments to Target’s results have included items that did not reflect our ongoing core operations or were needed to ensure consistent time frame comparisons over the performance period. These adjustments typically decreased participants’ resulting payouts. The Compensation & Human Capital Management Committee does not make adjustments that are inconsistent with Target’s performance.

For the 2019 PSU award, this included:

•

Excluding the impact of the one-time gain in Fiscal 2021 due to Target’s sale of Dermstore from EPS and ROIC to prevent Target’s operational performance from being overstated due to the transaction; and

•

Excluding Dermstore’s sales and profits from the Fiscal 2018 base year used to determine Sales growth and EPS growth over the respective performance period. No adjustments were made to 2021 Sales or profits given that the sale of the Dermstore business occurred at the beginning of the fiscal year.

Other than as described above, no adjustments were made to our annual reported results or those of our peers in determining the payout of the 2019 PSU award.

TARGET CORPORATION  2022 Proxy Statement 45

2019-2021 PSU payout

In April 2022, the NEOs received payouts with respect to the PSU awards that were granted in March 2019 for the three-year performance period ended January 29, 2022. These awards were paid at 193.3% of the goal number of shares.

The following table summarizes the rankings and payout results for awards granted in Fiscal 2019. This outcome is based on comparing our results to those of the retail peer group we disclosed in our proxy statement covering the time of grant. The Adjusted sales growth and EPS growth metrics utilize a base year of Fiscal 2018 and a final performance year of Fiscal 2021, while for ROIC we use an average of 2019, 2020, and 2021.

Metric	Performance rank relative to peers	Payout percentage	Total payout
Sales growth	3 of 17	200%	193.3%
EPS growth	3 of 17	200%
ROIC	5 of 17	180%

In consideration of the results discussed above, the Compensation & Human Capital Management Committee approved a total payout of 193.3%.

TARGET CORPORATION  2022 Proxy Statement 46

PBRSUs

Our PBRSUs have a three-year performance period with the number of shares based on relative three-year TSR performance versus our retail peer group. The PBRSU amount will be adjusted up or down by 25 percentage points if Target’s TSR is in the top one-third or bottom one-third for the retail peer group, respectively, over the three-year vesting period. These stock-settled awards cliff vest at the end of the performance period.

The following example illustrates PBRSU payouts at various levels of performance for the annual grant made in Fiscal 2021:

(1)

The retail peers for PBRSUs exclude Publix. The value of Publix’s stock price is established on an annual basis, making them an inappropriate comparator for the purpose of assessing our relative TSR performance.

2019-2021 PBRSU payout

In March 2022, the NEOs received payouts with respect to the PBRSU awards that were granted in March 2019 for the three-year performance period ended January 29, 2022. With a TSR ranking of 1 out of 16 relative to our retail peers, these awards were paid at 125% of the goal number of shares. This outcome is based on comparing our results to those of the retail peer group we disclosed in our proxy statement covering the time of grant.

TARGET CORPORATION  2022 Proxy Statement 47

Other benefit elements

We offer the following other benefits to our NEOs:

•

Pension plan. We maintain a pension plan for team members hired prior to January 2009 who meet certain eligibility criteria. We also maintain supplemental pension plans for those team members who are subject to IRS limits on the basic pension plan or whose pensions are adversely impacted by participating in our deferred compensation plan. Our pension formula under these plans is the same for all participants—there are no enhanced benefits provided to executive officers beyond extending the pension formula to earnings above the qualified plan limits or contributed to our deferred compensation plan.

•

401(k) plan. The Target 401(k) Plan is available to all Team Members after 90 days of employment. There is no enhanced benefit for executives.

•

Deferred compensation plan. For a broad management group we offer a non-qualified, unfunded, individual account deferred compensation plan. The plan has investment options that generally mirror the Target 401(k) Plan, but also includes a fund based on Target common stock.

•

Perquisites. We provide certain perquisites to our executive officers, principally to allow them to devote more time to our business and to promote their health and safety. In addition, we provide benefits to our NEOs that we believe serve a business purpose for Target, but which are considered perquisites under SEC disclosure rules. The Compensation & Human Capital Management Committee reviews perquisites annually to ensure they are consistent with our philosophy and appropriate in magnitude. Mr. Cornell is only eligible for perquisites that serve a business purpose for Target or support his safety, health and well-being, such as home security, parking, executive physical, and personal use of company-owned aircraft for security reasons.

•

Income continuation plan. We provide an ICP to executive officers who are involuntarily terminated without cause to assist in their occupational transitions.

Greater detail on our pension plan, 401(k) plan, deferred compensation plan, and perquisites is provided in the footnotes and tables that follow the “Summary compensation table” on page 53. See Note 6 to the “Table of potential payments upon termination or change-in control” for additional detail about the ICP.

TARGET CORPORATION  2022 Proxy Statement 48

Compensation governance

Target’s executive compensation practices

Practice	Description	More information
Pay for performance	A significant percentage of the total direct compensation package features performance-based metrics, including 100% of our annual LTI.	37
Robust stock ownership guidelines	We have stock ownership guidelines for executive officers of 7x base salary for CEO, 3x base salary for non-CEO executive officers, and 5x the annual cash retainer for directors.	29
Annual shareholder “Say on Pay”	We value our shareholders’ input on our executive compensation programs. Our Board seeks an annual non-binding advisory vote from shareholders to approve the executive compensation disclosed in our CD&A, tabular disclosures, and related narrative of the 2022 Proxy Statement.	67
Double trigger change-in-control	We grant equity awards that require both a change-in-control and an involuntary termination or voluntary termination with good reason before vesting.	59
Annual compensation risk assessment	A risk assessment of our compensation programs is performed on an annual basis to ensure that our compensation programs and policies do not incentivize excessive risk-taking behavior.	51
Clawback policy	Our policy allows recovery of incentive cash, equity compensation, and severance payments where a senior executive’s intentional misconduct results in material financial or reputational harm or results in a need for a restatement of our consolidated financial statements.	52
Independent compensation consultant	The Compensation & Human Capital Management Committee retains an independent compensation consultant to advise on executive compensation programs and practices.	49
No hedging of company stock	Executive officers and members of the Board may not directly or indirectly engage in transactions intended to hedge or offset the market value of Target common stock owned by them.	52
No pledging of company stock	Executive officers and members of the Board may not directly or indirectly pledge Target common stock as collateral for any obligation.	52
No tax gross-ups	We do not provide tax gross-ups to our executive officers.
No dividends on unearned performance awards	We do not pay dividends on unearned performance awards.	56
No repricing or exchange of underwater stock options	Our equity incentive plan does not permit repricing or exchange of underwater stock options without shareholder approval.
No employment contracts	We do not use employment contracts with our NEOs.

Process for determining executive compensation (including NEOs)

Compensation & Human Capital Management Committee

The Compensation & Human Capital Management Committee is responsible for determining the composition and value of the pay packages for all of our executive officers, including the CEO. The Compensation & Human Capital Management Committee receives assistance from two sources: (a) an independent compensation consulting firm, Semler Brossy, and (b) our internal executive compensation staff, led by our Executive Vice President & Chief Human Resources Officer. All decisions regarding executive compensation are made solely by the Compensation & Human Capital Management Committee. The Compensation & Human Capital Management Committee may not delegate its primary responsibility of overseeing executive officer compensation, but it may delegate to management authority for our compensation plans that do not involve the setting of compensation levels for executive officers. In addition, the Compensation & Human Capital Management Committee has established an Equity Subcommittee comprised of Ms. Lozano, Mr. Baker, Mr. Barrett, Ms. Healey, and Ms. Leahy for the purposes of granting equity awards to members of the Board and any officers who are subject to Section 16 of the Exchange Act and to take any action required to be performed by a committee or subcommittee of “non-employee directors” to preserve the exemption available under Rule 16b-3 of the Exchange Act.

Compensation & Human Capital Management Committee’s independent consultant

Semler Brossy has been retained by and reports directly to the Compensation & Human Capital Management Committee and does not have any other consulting engagements with management or Target. The Committee assessed Semler Brossy’s independence in light of the SEC and NYSE listing standards and determined that no conflict of interest or independence concerns exist.

TARGET CORPORATION  2022 Proxy Statement 49

With respect to CEO compensation, Semler Brossy provides an independent recommendation to the Compensation & Human Capital Management Committee, in the form of a range of possible outcomes, for the Compensation & Human Capital Management Committee’s consideration. In developing its recommendation, Semler Brossy relies on its understanding of Target’s business and compensation programs and their own independent research and analysis. Semler Brossy does not meet with our CEO with respect to CEO compensation. Semler Brossy provides an independent assessment of the CEO’s recommendations on NEO compensation to the Compensation & Human Capital Management Committee.

Compensation of other executive officers and role of management

In developing compensation recommendations for other executive officers, the Executive Vice President & Chief Human Resources Officer provides our CEO with market data on pay levels and compensation design practices provided by management’s external compensation consultants, Willis Towers Watson and Korn Ferry Group, covering our retail and general industry peer group companies. Management’s outside consultants do not have any interaction with either the Compensation & Human Capital Management Committee or our CEO, but do interact with the Executive Vice President & Chief Human Resources Officer and her staff. In addition to providing market data, management’s external compensation consultants perform other services for Target unrelated to the determination of executive compensation.

Our Executive Vice President & Chief Human Resources Officer and the CEO work together to develop our CEO’s compensation recommendations to the Compensation & Human Capital Management Committee for other executive officers. The CEO alone is responsible for providing final compensation recommendations for the other executive officers to the Compensation & Human Capital Management Committee.

Benchmarking using compensation peer groups

Peer group market positioning is another important factor considered in determining each executive officer’s Annual TDC.

The Annual TDC levels and elements described in the preceding pages are evaluated annually for each executive officer relative to our retail and general industry peer group companies. The market comparisons are determined by use of compensation data obtained from publicly available proxy statements analyzed by Semler Brossy and proprietary survey data assembled by Willis Towers Watson and Korn Ferry Group.

Due to a range of factors, including the scope of NEO positions, tenure in role, and company-specific concerns, there is an imperfect comparability of NEO positions between companies. As such, market position served as a reference point in the Annual TDC determination process rather than a formula-driven outcome.

The retail peer group was formulated based on an initial screen of companies in the Global Industry Classification Standard retailing index with revenue from core retail operations greater than $15 billion. In Fiscal 2020, three non-essential retail peers subject to mandatory store closures fell below this threshold. However, due to ongoing volatility, no changes were made to our peer group for Fiscal 2021. The retail peer group is also used within our LTI plans. Target’s relative performance compared to this peer group on key metrics determines overall payout for our PSU and PBRSU awards.

General industry companies are also included as a peer group because they represent companies with whom we compete for talent. Like the selected retailers, the general industry companies are large and among the leaders in their industries.

The composition of the peer groups is reviewed annually to ensure it is appropriate in terms of company size and business focus, and any changes made are reviewed with Semler Brossy and approved by the Compensation & Human Capital Management Committee. There were no changes to our retail or general industry peer groups in Fiscal 2021.

2021 peer groups	Retail	Albertsons Companies, Inc.	The Kroger Co.	General industry	3M Company	McDonald’s Corporation
		Amazon.com, Inc.	Lowe’s Companies, Inc.		Abbott Laboratories	MetLife, Inc.
		Best Buy Co., Inc.	Macy’s, Inc.		Anthem, Inc.	Mondelez International, Inc.
		Costco Wholesale Corporation	Nordstrom, Inc.		Archer-Daniels-Midland Company	NIKE, Inc.
		CVS Health Corporation	Publix Super Markets, Inc.		Cigna Corporation	PepsiCo, Inc.
		Dollar General Corporation	Rite Aid Corporation		The Coca-Cola Company	The Procter & Gamble Company
		Dollar Tree, Inc.	Ross Stores, Inc.		FedEx Corporation	Raytheon Technologies Corporation
		The Gap, Inc.	The TJX Companies, Inc.		General Mills, Inc.	Starbucks Corporation
		The Home Depot, Inc.	Walgreens Boots Alliance, Inc.		Johnson & Johnson	United Parcel Service, Inc.
		Kohl’s Corporation	Walmart Inc.		Johnson Controls International plc	UnitedHealth Group Incorporated
					Marriott International, Inc.

TARGET CORPORATION  2022 Proxy Statement 50

The following table summarizes our scale relative to our retail and general industry peer groups. The financial information reflects fiscal year-end data available as of January 29, 2022:

	2021 peer group comparison(1)(2)
	Retail					General industry
		Revenues		Market cap	Employees		Revenues		Market cap	Employees
25th Percentile	$	22,557	$	11,917	72,283	$	26,581	$	64,430	79,000
Median	$	46,233	$	33,056	207,500	$	56,587	$	112,134	101,000
75th Percentile	$	132,501	$	142,310	305,000	$	82,584	$	227,691	200,000
Target Corporation	$	106,005	$	104,291	450,000	$	106,005	$	104,291	450,000
(1) All dollar amounts in millions. (2) Data Source: Equilar.

Compensation policies and risk

Compensation risk assessment

As part of our regular review of our compensation practices, we conduct an analysis of whether our compensation policies and practices for our Team Members create material risks to Target. Our risk assessment is two pronged. First, we take a “top-down” approach by evaluating whether our compensation programs and policies exacerbate top enterprise-wide risks. Next, we take a “bottom-up” approach to assess the following key compensation risk areas: performance measures, pay mix, goal setting and performance curve, leverage, magnitude of pay, calculation of performance, participant communication, severance, and corporate governance.

The results of this analysis, which concluded that our policies and practices do not create risks that are reasonably likely to have a material adverse effect on Target, were reviewed by the Compensation & Human Capital Management Committee’s independent consultant and discussed with the Compensation & Human Capital Management Committee. More specifically, this conclusion was based on the following considerations:

Compensation risk considerations
Pay mix	Compensation mix of base salary and short-term and long-term incentives provides compensation opportunities measured by a variety of time horizons to balance our near-term and long-term strategic goals.
Performance metrics	A variety of distinct performance metrics are used in both the short-term and long-term incentive plans. This “portfolio” approach to performance metrics encourages focus on sustained and holistic overall company performance.
Performance goals	Goals are approved by our independent directors at the beginning of the performance period and take into account our historical performance, current strategic initiatives, and the expected macroeconomic environment. Our short-term and long-term incentive compensation programs are designed with payout curves and leverage that support our pay for performance philosophy. The relative nature of our LTI programs does not require setting absolute multi-year goals. Notably, our PSU program requires above median performance versus peers to earn an at-goal payout.
Equity incentives	Equity incentive programs and stock ownership guidelines are designed to align management and shareholder interests by providing vehicles for executive officers to accumulate and maintain an ownership position in Target.
Risk mitigation policies	We incorporate several risk mitigation policies into our officer compensation program, including: • The Compensation & Human Capital Management Committee’s ability to use “negative discretion” to determine appropriate payouts under formula-based plans, • A clawback policy to recover incentive compensation if an executive officer’s intentional misconduct results in material financial or reputational harm, or results in a need for a restatement of our consolidated financial statements, • Stock ownership guidelines for executive officers and directors, and • Anti-hedging and anti-pledging policies.

TARGET CORPORATION  2022 Proxy Statement 51

Clawback policy

Our clawback policy allows for recovery of compensation if a senior executive’s intentional misconduct:

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violates the law, our code of ethics, or any significant ethics or compliance policy, and

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results in material financial or reputational harm or results in a need for a restatement of our consolidated financial statements.

The compensation elements that are subject to recovery under this policy include all:

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amounts paid under the STIP (including any discretionary payments),

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awards under our LTI plans whether exercised, vested, unvested, or deferred, and

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amounts paid under the ICP.

All recoveries are determined in the discretion of the Compensation & Human Capital Management Committee.

Anti-hedging and anti-pledging policies

Executive officers, members of the Board, and all Team Members are prohibited from directly or indirectly engaging in capital transactions intended to hedge or offset the market value of Target common stock owned by them. In addition, executive officers and members of the Board are prohibited from pledging Target common stock owned by them as collateral for any loan. All of our executive officers and members of the Board are in compliance with these policies.

Grant timing practices

The following practices have not been formalized in a written policy, but have been regularly followed:

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Our annual LTI grant coincides with a regularly scheduled Board meeting that is scheduled more than one year in advance. Currently, the annual LTI grant is made at the March Board meeting. The Board has retained discretion to change the annual grant date in the future under appropriate circumstances.

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We have no practice or policy of coordinating or timing the release of company information around our grant dates.

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We occasionally grant equity compensation to executive officers outside of our annual LTI grant cycle for new hires, promotions, recognition, retention, or other purposes. If the grant date is after the approval date, it must be on a date specified at the time of approval.

Compensation tax approach

Prior to the Tax Act, we were able to deduct most of our STIP payouts and LTI awards under IRC Section 162(m) because those compensation elements are performance-based. While the Tax Act significantly reduced the amount of compensation we can deduct under IRC Section 162(m), our pay-for-performance philosophy remains central to our compensation programs.

TARGET CORPORATION  2022 Proxy Statement 52

Compensation tables