Christine A. Leahy
TARGETAbout Christine A. Leahy
Christine A. Leahy is Target’s Lead Independent Director (since January 2025) and an independent director who joined the Board in 2021. She is Chair, President & CEO of CDW Corporation (Chair of CDW’s board since January 2023; CEO since January 2019; prior roles include Chief Revenue Officer (2017–2018), Senior Vice President–International, and Chief Legal Officer/General Counsel & Corporate Secretary), and previously was a corporate law partner at Sidley Austin LLP. The 2025 Proxy lists her age as 60 and highlights skills spanning senior leadership, human capital, global supply chain, information security/data privacy, financial and risk management, reputation management, and sustainability/governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDW Corporation | Chair of the Board | Since Jan 2023 | Oversight as board chair of a multi-brand technology solutions provider; contributes governance and strategic oversight experience . |
| CDW Corporation | President & CEO | Since Jan 2019 | Brings active operator perspective in technology and supply chain to Target’s boardroom . |
| CDW Corporation | Chief Revenue Officer | Jul 2017–Dec 2018 | Commercial leadership experience relevant to retail and vendor dynamics . |
| CDW Corporation | SVP–International; Chief Legal Officer/General Counsel & Corporate Secretary | Prior to 2017 | Deep governance and committee process expertise from corporate secretary role . |
| Sidley Austin LLP | Corporate Law Partner (Chicago) | Prior to CDW | Corporate governance, transactions, and board advisory background . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| CDW Corporation | Chair, President & CEO; Director | Public | Sole current public company directorship besides Target; no other public boards in the past five years . |
Board Governance
- Independence and tenure: Independent director since 2021; elected Lead Independent Director effective January 2025 .
- Committee assignments (FY 2024): Compensation & Human Capital Management; Governance & Sustainability (member on both) .
- Lead Independent Director responsibilities: Can convene executive sessions of independent directors at every meeting; presides when Chair not present; oversees CEO annual performance review; primary liaison between CEO and independent directors; approves agendas/schedules/materials; engages with major shareholders; coordinates independent director expectations; consults on board/committee composition, chair selection, evaluations, and director succession. Elected annually; guideline to rotate after 4–6 years .
- Attendance: Board met six times in FY 2024; all directors attended at least 85% of aggregate Board and committee meetings; all 12 directors attended the 2024 Annual Meeting .
- Director independence with vendor ties: Target purchases supplies/equipment/software/services from CDW (where Ms. Leahy is CEO). Company characterizes these amounts as immaterial and below NYSE thresholds; not deemed related-party transactions and do not affect independence determinations .
Fixed Compensation (Director)
| Component | FY 2024 Amount/Terms | Source |
|---|---|---|
| Annual Director Compensation – Choice A (Cash+RSUs) | $120,000 cash + $190,000 RSUs (intended value) [program terms] | |
| Annual Director Compensation – Choice B (RSUs Only) | $310,000 RSUs (intended value) [program terms] | |
| Lead Independent Director Stipend | $35,000 annually (paid in cash or RSUs per election) | |
| Committee Chair Stipends | $25,000 annually (each chair role) | |
| Ms. Leahy — Fees Earned in Cash (FY 2024) | $2,917 | |
| Ms. Leahy — Stock Awards Grant-Date Fair Value (FY 2024) | $310,113 | |
| Ms. Leahy — Total (FY 2024) | $313,030 | |
| Perquisites | 10% merchandise discount; 20% wellness products discount; $100,000 accidental death insurance (non-employee directors) | |
| Program Changes | No changes to director compensation in FY 2024 |
Notes:
- Ms. Leahy began receiving Lead Independent Director compensation beginning January 2025 (pro-rated within FY 2024 as applicable) .
- RSUs for directors vest quarterly in the fiscal year of grant; vested RSUs convert to shares upon departure; dividend equivalents accrue as additional RSUs .
Performance Compensation (Director)
Directors do not receive performance-based equity (no options/PSUs); all equity is time-vested RSUs that vest quarterly during the grant year and convert upon board departure. At FY-end, none of the directors held any outstanding unvested RSUs (reflecting the quarterly vesting cadence) .
| Performance Metric | Weight/Target | Payout Linkage | Applies to Directors? |
|---|---|---|---|
| TSR, revenue/EBITDA, ESG metrics (examples) | N/A | N/A | Not applicable; directors receive time-based RSUs only |
Other Directorships & Interlocks
| Company | Relationship to Target | Interlock/Business Tie | Governance Handling |
|---|---|---|---|
| CDW Corporation (Ms. Leahy is Chair, President & CEO) | Vendor to Target (supplies, equipment, software, servicing/repairs/maintenance) | Business transactions acknowledged; amounts characterized as immaterial and below NYSE thresholds; not treated as related-party transactions as no direct/indirect material interest | Independence maintained; related-party transactions policy overseen (generally by Audit & Risk Committee) and applied to applicable cases . |
Expertise & Qualifications
- Senior leadership; human capital; global supply chain; information security/data privacy; financial management; risk management; reputation management; sustainability and governance, developed through 20+ years in escalating executive roles at CDW and prior corporate law practice at Sidley Austin .
- Independent board leadership experience as Target’s Lead Independent Director since 2025 .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| RSUs & PBRSUs recognized for guidelines | 10,501 shares | Counted at 75% of at-goal payout minimums for PBRSUs, per policy . |
| Other shares held (guidelines calc) | 0 | |
| Total stock ownership for guidelines | 10,501 shares | |
| Ownership multiple vs guideline | 8.5x annual cash retainer (guideline is 5x for directors) | Exceeds guideline. |
| Beneficial ownership — Shares issuable within 60 days | 7,947 | From vested RSUs converting within 60 days. |
| Beneficial ownership — Other shares held | 0 | |
| Total shares beneficially owned | 7,947 | All directors/officers as a group own <1% of outstanding common stock . |
| Hedging/Pledging | Prohibited for NEOs and Board | No hedging or pledging of Target stock permitted . |
Governance Assessment
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Strengths for investor confidence:
- Elevated accountability and oversight as Lead Independent Director with robust authorities (executive sessions each meeting; CEO performance review; agenda/materials approval; shareholder engagement; board composition and succession input) .
- Clear independence despite vendor relationship: Target’s purchases from CDW cited as immaterial and below NYSE thresholds; not a related-party transaction; independence maintained .
- Strong alignment: Ms. Leahy’s director pay is overwhelmingly equity-based (FY 2024: $310,113 RSUs vs $2,917 cash), and her ownership equals 8.5x the annual cash retainer, above the 5x guideline. Hedging/pledging prohibited, supporting long-term alignment .
- Active committee engagement on Compensation & Human Capital Management and Governance & Sustainability; both met five times in FY 2024 and require independent membership, reinforcing governance rigor .
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Potential watch items:
- Vendor nexus: As CDW’s CEO, she leads a company from which Target purchases IT and related services; while immaterial and independence is affirmed, investors should monitor for any change in scope or materiality of purchases and continued strict application of related-party policies by the Audit & Risk Committee .
- External executive workload: Dual role as CDW Chair and CEO plus Target LID is time-intensive; however, board-level attendance standards were met across the Board in FY 2024 (≥85%) and annual meeting attendance was 100% .
Conclusion: Ms. Leahy’s combination of enterprise leadership in technology distribution, legal/governance acumen, and independent board leadership at Target support board effectiveness. The CDW vendor tie is disclosed and mitigated by immateriality, formal policies, and her non-membership on Audit & Risk; continued transparency on transaction magnitude and recusal practices will be key to sustaining investor confidence .