Target (TGT)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

You have just read Target's Summary Compensation Table. The whole free brief as a PDF, emailed now, with every figure cited — then a few short notes on the deeper TGT reports.

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One page per director: the seat, the committees and the fee table, read for one person at a time.

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Target's executive compensation is directly linked to performance and long-term value creation, with a significant portion of pay at risk to align with financial and operational results. The program is designed to attract, retain, and motivate a premier management team while balancing near-term and long-term strategic goals through a mix of base salary, short-term incentives, and long-term incentives.

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

a. Approved under the standard stated in the filing — “Item 3: Advisory approval of executive compensation (Say on Pay) FOR More votes "For" than "Against" No effect No effect”.

b. Approved under the standard stated in the filing — “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? Item of business Board recommendation Voting approval standard Effect of abstention Effect of broker non-vote Item 1: Election of 12 directors FOR each Director Nominee More votes "For" than "Against" No effect No effect Item 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm FOR Majority of shares present and entitled to vote (1) Vote "Against" Not applicable Item 3: Advisory approval of executive compensation (Say on Pay) FOR More votes "For" than "Against" No effect No effect Item 4: Shareholder proposal requesting a report on how affirmative action initiatives impact Target's risks related to actual and perceived discrimination AGAINST Majority of shares present and entitled to vote (1)(2) Vote "Against" (2) No effect (3) (1) This amount must be at least a majority of the minimum number of shares entitled to vote that would constitute a quorum.”.

c. Approved under the standard stated in the filing — “More votes "For" than "Against." Abstentions and broker non-votes have no effect in calculating the required vote.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Of the companies Target names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Target.

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

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