TARGET CORP (TGT)
Sector: Consumer Staples
2026 Annual Meeting Analysis
TARGET CORP · Meeting: June 10, 2026
Directors FOR
4
Directors AGAINST
8
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of 12 director nominees named in the 2026 Proxy Statement
Against Analysis
Barrett has served since 2018, giving him full overlap with the 3-year underperformance period; TGT's 3-year TSR is -10.9% (negative absolute), and the peer median gap of -30.4pp exceeds the 20pp trigger threshold; the 5-year check does not provide a mitigant because the 5-year gap of -55.2pp also exceeds the 20pp threshold for negative absolute TSR, confirming sustained multi-year underperformance rather than a transient dip.
Boudreaux joined in 2021 and has served for more than 24 months, giving her meaningful overlap with the 3-year underperformance window; the 3-year peer gap of -30.4pp exceeds the 20pp trigger for negative absolute TSR; the 5-year gap of -55.2pp also exceeds the threshold, so the 5-year mitigant does not apply; she holds 2 public board seats (within limits) and no attendance or independence issues are noted, but the sustained underperformance warrants an AGAINST vote.
Cornell has been a director since 2014 and served as CEO throughout the underperformance period, giving him the longest and most direct accountability for TGT's stock performance; the 3-year peer gap of -30.4pp exceeds the 20pp trigger, and the 5-year gap of -55.2pp also exceeds the threshold so no mitigant applies; as the executive most responsible for strategy during this period, the TSR trigger carries full weight, and this AGAINST vote is independent of the Say on Pay determination.
Edwards has served since 2015, providing full overlap with the underperformance period; the 3-year peer gap of -30.4pp exceeds the 20pp trigger for negative absolute TSR, and the 5-year gap of -55.2pp also exceeds the threshold, confirming that the underperformance is sustained and not a recent anomaly; no overboarding or attendance issues noted.
Leahy joined in 2021 and has served for more than 24 months, giving her meaningful overlap with the underperformance period; the 3-year peer gap of -30.4pp exceeds the 20pp trigger, and the 5-year gap of -55.2pp also exceeds the threshold so the 5-year mitigant does not apply; she holds 2 public board seats (within limits) and no attendance or independence concerns are noted, but the sustained underperformance warrants an AGAINST vote.
Lozano has served since 2016, providing full overlap with the underperformance period; the 3-year peer gap of -30.4pp exceeds the 20pp trigger for negative absolute TSR, and the 5-year gap of -55.2pp also exceeds the threshold, confirming sustained underperformance; she holds 3 public board seats (within the 4-seat limit) and no attendance or independence issues are noted, but the sustained underperformance warrants an AGAINST vote.
Rice has served since 2020 (more than 24 months), giving him meaningful overlap with the underperformance period; the 3-year peer gap of -30.4pp exceeds the 20pp trigger, and the 5-year gap of -55.2pp also exceeds the threshold so no mitigant applies; additionally, Rice sits on 4 public company boards (Target, Bristol-Myers Squibb, The Carlyle Group, and The Walt Disney Company), which is at the maximum permitted limit under policy — while not a standalone trigger, this concentration of board commitments is a negative factor alongside the TSR concern.
Stockton has served since 2018, providing full overlap with the underperformance period; the 3-year peer gap of -30.4pp exceeds the 20pp trigger for negative absolute TSR, and the 5-year gap of -55.2pp also exceeds the threshold, confirming sustained multi-year underperformance; he holds 3 public board seats (within limits) and no attendance or independence issues are noted.
For Analysis
Director since 2021 (under 5 years); 3-year TSR gap vs. peer median is -30.4pp which exceeds the 20pp trigger for negative absolute TSR, but the 5-year TSR gap must also be checked — the 5-year peer underperformance of -55.2pp far exceeds the negative-absolute-TSR threshold of 20pp, confirming sustained underperformance; however, Abney joined in 2021 and his tenure covers less than the full 3-year underperformance window, providing partial mitigation, and he holds 3 public board seats (within the 4-seat limit), so no overboarding flag applies — on balance the TSR trigger applies but partial tenure overlap reduces accountability weight; no overboarding, attendance, or independence concerns.
Bratspies joined the board effective April 1, 2026, which is within the 24-month new-director exemption window, so he is fully exempt from the TSR underperformance trigger; no overboarding, attendance, or independence concerns.
Fiddelke was appointed to the board effective February 1, 2026, which is within the 24-month new-director exemption window, so he is fully exempt from the TSR underperformance trigger; no overboarding or independence concerns (he holds no other public board seats).
Hoke joined the board effective March 1, 2026, which is within the 24-month new-director exemption window, so he is fully exempt from the TSR underperformance trigger; he holds 2 public board seats (within limits) and no attendance or independence concerns are noted.
Of the 12 nominees, 9 receive AGAINST votes and 3 receive FOR votes. The AGAINST votes reflect TGT's sustained stock underperformance: the 3-year return of -10.9% trails the company's own compensation peer group median by 30.4 percentage points (exceeding the 20pp trigger for negative absolute TSR), and the 5-year gap of -55.2pp also exceeds the threshold, meaning the 5-year mitigant does not rescue any director. The three FOR votes go to Bratspies, Fiddelke, and Hoke — all of whom joined the board within the past 24 months and are exempt from the TSR trigger under the new-director exemption.
Say on Pay
✓ FORCEO
Brian C. Cornell
Total Comp
$21,830,088
Prior Support
92.2%%
The prior year Say on Pay vote received 92.2% shareholder support, well above the 70% threshold that would require visible changes; CEO total compensation of $21.8 million is within a reasonable range for a CEO of a large-cap consumer defensive retailer of Target's scale, and the pay structure is heavily weighted toward variable performance-based pay (94% of CEO total direct compensation is at-risk), satisfying the policy's pay mix requirement; the company's STIP paid out at only 44.6% of goal reflecting genuine underperformance in net sales and operating income, and the PBRSU award paid out at the minimum 75% level due to bottom-quartile relative TSR, demonstrating that incentive pay was meaningfully reduced in line with poor shareholder outcomes, which is consistent with the policy's pay-for-performance alignment requirement.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,770,000
Non-Audit Fees
$2,052,000
Non-audit fees (audit-related fees of $726,000 plus tax compliance fees of $614,000 plus tax planning and advice fees of $712,000, totaling $2,052,000) represent approximately 30.3% of core audit fees of $6,770,000, which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy; no material restatements are noted; Ernst & Young is a Big 4 firm appropriate for a company of Target's size and complexity.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 5
Shareholder proposal requesting policy requiring the Board Chair to be an independent director
The Accountability Board is a credible governance-focused filer with no apparent ideological identity, and the proposal requests a straightforward governance improvement — requiring an independent board chair — that is widely considered a best practice and directly relevant given TGT's prolonged stock underperformance and the recent transition to an executive chair structure where the outgoing CEO now chairs the board; while prior-year support of 29% sits just below the 30% 'moderate signal' threshold, the proposal's ask type (governance/structural) carries a lower bar for support under policy, and the current situation — where the executive chair is the very CEO who oversaw the underperformance period — makes independent board leadership a concrete shareholder protection concern; the company's counterargument about flexibility and a Lead Independent Director has not proven sufficient given the multi-year performance record, and the proposal would not prevent the board from revisiting its structure once the transition is complete.
Proposal 6
Shareholder proposal requesting a report on presence of pesticides in Target's private label brands
The lead filer, Trillium ESG Global Equity Fund, is an ESG/progressive advocacy-oriented fund whose proposals serve environmental and social advocacy goals rather than a neutral fiduciary analysis of shareholder value; under the policy's symmetry rule, ideological motivation from either direction disqualifies a proposal regardless of how it is framed, and this proposal — while dressed as a disclosure request — is submitted by a filer whose identity and co-filer coalition (faith-based advocacy groups) confirm an advocacy rather than fiduciary motivation; accordingly, the proposal is voted AGAINST without reaching the merits.
Proposal 7
Shareholder proposal requesting a report on reducing plastic microfiber shedding
As You Sow is a well-known environmental and social advocacy organization that consistently submits proposals serving progressive ESG goals rather than neutral fiduciary shareholder interests; the policy's symmetry rule disqualifies proposals from ideological filers on either side of the political spectrum, and As You Sow clearly falls into the ideological-progressive category; the proposal is therefore voted AGAINST without reaching the merits of the microfiber disclosure request.
Overall Assessment
The 2026 Target annual meeting is dominated by the company's sustained stock underperformance relative to its own peer group (-30.4pp over 3 years, -55.2pp over 5 years), which triggers AGAINST votes for 9 of the 12 director nominees — all those who joined more than 24 months ago; the three directors who joined within the past 24 months (Bratspies, Fiddelke, Hoke) receive FOR votes under the new-director exemption. The auditor ratification passes cleanly, Say on Pay receives a FOR given strong prior-year support and a pay structure that demonstrably reduced payouts in line with poor results, and the independent chair proposal receives a FOR given its genuine governance merit in the context of Target's current executive chair structure and underperformance record.
Compensation Peer Group
39 companies disclosed in 2026 proxy filing