Brian C. Cornell
TARGETAbout Brian C. Cornell
Brian C. Cornell is Target’s Chair and Chief Executive Officer, serving in both roles since August 2014, and is currently age 66 . He brings more than 30 years of senior leadership across leading retailers and consumer brands, including CEO of PepsiCo Americas Foods, and senior roles at Sam’s Club/Wal‑Mart Stores, Safeway, and Michaels, providing vendor and competitor perspective and deep domain expertise in retail, supply chain, brand/marketing, capital deployment, and risk management . In fiscal 2024, Target delivered 0.8% net sales growth on a 52‑week basis, digital comparable sales growth of 7.5%, and after‑tax ROIC of 15.4%, while investing $2.9B in the business . Long‑term incentive metrics and outcomes underscore pay-for-performance: 2022‑2024 PSUs paid at 61.6% of goal on relative Merchandise Sales CAGR, EPS CAGR, and ROIC, and PBRSUs paid at 100% of goal on relative TSR (rank 14/20) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PepsiCo Americas Foods | Chief Executive Officer | Not disclosed | Led major consumer foods portfolio; deep brand/marketing and global supply chain expertise . |
| Sam’s Club / Wal‑Mart Stores | Senior leadership roles | Not disclosed | Retail operations perspective; vendor/competitor insights for Target . |
| Safeway Inc. | Senior leadership roles | Not disclosed | Retail operations and finance experience; competitor vantage point . |
| Michaels Stores, Inc. | Senior leadership roles | Not disclosed | Specialty retail leadership exposure . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Retail Federation | Executive Committee member | Current | Industry influence and policy engagement . |
| The Business Council | Member | Current | CEO‑level network for strategy and policy . |
| Retail Industry Leaders Association | Chairman | Prior | Sector leadership; governance and advocacy . |
| Yum! Brands, Inc. | Director (current public board) | Current | Cross‑industry board experience . |
| The Home Depot, Inc.; OfficeMax Inc.; Polaris Industries Inc. | Director (other past boards) | Prior | Broadened oversight across retail and consumer sectors . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,400,000 | $1,400,000 | $1,400,000 |
| Bonus – Team Scorecard ($) | $693,000 | $831,600 | $785,400 |
| Non‑equity Incentive Plan Compensation ($) | $450,240 | $1,782,200 | $1,538,320 |
| Stock Awards (Grant‑Date Fair Value, $) | $14,476,318 | $14,720,515 | $16,087,492 |
| All Other Compensation ($) | $645,338 | $469,038 | $596,391 |
| Total ($) | $17,664,896 | $19,203,353 | $20,407,603 |
| Target Bonus Opportunity | 200% of base salary (CEO STIP at-goal) | 200% of base salary | 200% of base salary |
| Actual STIP Paid ($) | $1,143,240 | $2,613,800 | $2,323,720 |
Performance Compensation
2024 Short-Term Incentive Plan (STIP) – Design and Outcomes
| Metric | STIP Weighting | Target ($MM) | Actual ($MM) | Performance vs Goal (%) | Payout (% of Goal) | Weighted Payout (% of Goal) |
|---|---|---|---|---|---|---|
| Merchandise Sales | 50% of Financial Component; Financial Component is 67% of STIP | $105,776 | $104,820 | 99.1% | 82% | Included in 54.9% Financial Weighted Payout |
| Incentive Operating Income | 50% of Financial Component; Financial Component is 67% of STIP | $6,401 | $5,994 | 93.6% | Not disclosed | Included in 54.9% Financial Weighted Payout |
| Team Scorecard | 33% of STIP | Not disclosed | Not disclosed | N/A | 85% | 28.1% |
| Total STIP | 100% | — | — | — | — | 83% overall payout |
Notes and definitions:
- Financial Component comprises Merchandise Sales and Incentive Operating Income (50/50 split) .
- Actual CEO payout equals 166% of base salary given 83% of goal and CEO at-goal opportunity of 200% of salary .
Long-Term Incentives (LTI) – PSU and PBRSU Structure and 2022–2024 Outcomes
| Award Type | Metrics | Performance Rank vs Peers | Payout (% of Goal) | Vesting |
|---|---|---|---|---|
| PSUs (60% of LTI grant value) | Adjusted Merchandise Sales CAGR; EPS CAGR; ROIC (equally weighted) | Sales: 15/21; EPS: 14/21; ROIC: 8/21 | Overall 61.6% | 3‑year performance period; stock‑settled, cliff vest |
| PBRSUs (40% of LTI grant value) | Relative TSR vs retail peers (Publix excluded) | TSR rank: 14/20 | 100% | 3‑year performance period; stock‑settled, cliff vest |
Cornell’s FY 2024 Equity Grants (Plan‑Based Awards)
| Award Type | Grant Date | Threshold | Target Shares | Maximum Shares | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | 3/13/2024 | 0 | 55,445 | 110,890 | $9,180,029 |
| PBRSUs | 3/13/2024 | — | 36,964 | 46,205 | $6,907,463 |
Equity Ownership & Alignment
Ownership Guidelines and Recognized Holdings (as of April 9, 2025)
| Holder | RSUs & PBRSUs (#) | Share Equivalents (#) | Other Shares Held (#) | Total for Guidelines (#) | Multiple of Base Salary |
|---|---|---|---|---|---|
| Brian C. Cornell | 106,921 | 10,530 | 291,927 | 409,378 | 28.6x |
- CEO stock ownership guideline: 7x base salary; Cornell’s recognized ownership equals 28.6x, exceeding guideline .
- Beneficial ownership (SEC definition): 291,927 shares (Cornell has no shares issuable within 60 days) .
- Anti‑hedging/anti‑pledging: Leadership Team and Board prohibited; all in compliance .
Outstanding Equity Awards at FY 2024 Year‑End (Unvested/Unearned)
| Grant Date | Equity Incentive Plan Awards – # of unearned shares | Market/Payout Value ($) |
|---|---|---|
| 3/8/2023 | 155,697 | $21,472,173 |
| 3/13/2024 | 104,985 | $14,478,481 |
Employment Terms
- Severance (Income Continuation Plan): Maximum payment equals 2x the sum of base salary plus average of last three short‑term incentive payments; paid over 24 months; $30,000 outplacement; requires release and post‑employment covenants . No tax gross‑ups .
- Change‑in‑control: Double‑trigger required; accelerates 100% of goal shares for PSUs/PBRSUs and 100% of RSUs upon qualifying termination within two years of change‑in‑control; RSUs/PSUs/PBRSUs otherwise do not vest on change‑in‑control alone .
- Retirement‑eligibility vesting extensions: Accelerated vesting on “Earned Payout” for PSUs/PBRSUs upon retirement eligibility; 50% vesting of PBRSUs on certain involuntary terminations; pro‑rata vesting for awards granted in retirement year (effective 2023) .
- Employment contracts: Target does not use employment contracts with NEOs .
- Deferred Compensation: EDCP allows deferrals and offers investment indexing options including Target stock fund; 409A compliant .
Cornell – Potential Payments by Scenario (Selected)
| Scenario | ICP Severance ($) | PSU Vesting ($) | PBRSU Vesting ($) | Total ($) |
|---|---|---|---|---|
| Voluntary Termination | $0 | $0 | $7,668,486 | $7,668,486 |
| Involuntary Termination (without cause) | $7,998,987 | $0 | $3,834,312 | $11,833,299 |
| Change‑in‑Control (with qualifying termination) | $7,998,987 | $15,336,282 | $10,224,509 | $33,559,778 |
Board Governance
- Board service: Director since 2014; Chair of the Board since 2014; committee memberships: none (as CEO/Chair) .
- Independence/structure: All directors other than the CEO are independent; all Board committees consist exclusively of independent directors; combined Chair/CEO structure with a Lead Independent Director elected annually when Chair is not independent .
- Lead Independent Director: Christine A. Leahy (since January 2025) with robust responsibilities including convening executive sessions, CEO performance oversight, agenda approvals, and shareholder engagement .
- Meeting attendance: Board met 6 times in fiscal 2024; all directors attended at least 85% of Board/Committee meetings; all attended 2024 Annual Meeting .
- Dual‑role implications: Combined Chair/CEO enhances strategy oversight and timely communications; independence preserved through Lead Independent Director and independent committee leadership . Cornell receives no additional compensation for Board service as an employee-director .
Performance & Track Record
| Indicator (FY 2024, 52‑week basis) | Value |
|---|---|
| Net Sales Growth | 0.8% |
| Digital Comparable Sales Growth | 7.5% |
| After‑Tax ROIC | 15.4% |
| Capital Invested | $2.9B |
Pay vs. Performance (select disclosures):
- CEO pay ratio: 753:1 (CEO total $20,407,603; median Team Member $27,090) .
- 2024 pay vs performance table: Target TSR = 139.81; Retail peer group TSR = 229.60; Net income = $4,091MM; Company selected measure Merchandise Sales = $104,820MM .
Strategic highlights (Cornell commentary):
- Emphasis on leveraging stores as omnichannel hubs, owned brand portfolio, loyalty (Target Circle), and high‑margin businesses like Roundel and Target Plus; commitment to accelerate strategy and improve consistency in guest experience .
Company Financial Context (for tenure perspective)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($MM) | 104,611 * | 109,120 * | 107,412 * | 106,566 * |
| EBITDA ($MM) | 11,704 * | 6,660* | 8,701* | 8,720* |
- Values retrieved from S&P Global.
Compensation Structure Analysis
- High at‑risk pay: Annual CEO pay mix shows 93% at‑risk via STIP and LTI; LTI is 100% performance‑based and tied to relative metrics (sales growth, EPS growth, ROIC, TSR) .
- Performance calibration: PSUs require above‑median performance to earn at-goal; PBRSUs adjust ±25 percentage points based on TSR tertiles .
- Governance protections: Double‑trigger CIC vesting; clawbacks for intentional misconduct and SEC/NYSE‑mandated recovery on restatements; no tax gross‑ups, no hedging/pledging, no options repricing .
- Recent LTI adjustments: Cornell’s annual LTI award increased by $1.3M in March 2024 to position total direct compensation between median and 75th percentile of combined peer group, highlighting retention and performance alignment .
Risk Indicators & Red Flags
- CEO pay ratio elevated at 753:1, potentially drawing shareholder scrutiny on pay‑for‑performance alignment .
- Large unearned equity balances and upcoming cliff vesting (PSUs/PBRSUs) can create periodic settlement/sales windows, though anti‑hedging/pledging mitigates misalignment risk .
- Compensation risk assessment concluded programs are not reasonably likely to have a material adverse effect; portfolio approach to metrics and formal goal setting noted .
Equity Ownership & Alignment – Policy Details
- Ownership guidelines: CEO 7x salary; non‑CEO NEOs 3x; directors 5x annual cash retainer; PSUs excluded from compliance calculus due to 0% minimum; RSUs/PBRSUs included at 75% minimum .
- Retention requirements: If below guideline, required share retention from vestings until compliance; five years to meet guideline threshold .
Employment & Contracts
- No employment contracts for NEOs .
- EDCP provides deferral flexibility and investment indexing; 409A compliant; payouts per election, termination, and CIC provisions; subject to Target’s credit risk .
Investment Implications
- Alignment strong: Cornell materially exceeds ownership guidelines (28.6x salary), with anti‑hedging/pledging and double‑trigger CIC provisions, supporting long‑term alignment .
- Incentive quality: 100% performance‑based LTI with relative metrics reduces absolute target‑setting risk; at‑goal requires above‑median performance (PSUs), and TSR sensitivity (PBRSUs), tying realized pay to competitive outcomes .
- Near‑term signals: 2024 STIP at 83% of goal and LTI payouts at 61.6% (PSUs) and 100% (PBRSUs) reflect mixed operating momentum; elevated CEO pay ratio may pressure say‑on‑pay sentiment, though robust clawbacks and independent oversight are mitigating factors .
- Retention risk moderate: Retirement‑eligibility vesting extensions and substantial unearned awards reduce cliff risk on departure; severance capped at 2x salary+bonus average, no gross‑ups, which is shareholder‑friendly .