Derica W. Rice
TARGETAbout Derica W. Rice
Independent director at Target Corporation; age 60; director since 2020, with prior Target board service from September 2007 to January 2018. Former Executive Vice President at CVS Health and President of CVS Caremark; long-tenured finance and operations leader at Eli Lilly including CFO and EVP, Global Services. Public boards: Bristol-Myers Squibb Company, The Carlyle Group Inc., and The Walt Disney Company .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CVS Health Corporation | Executive Vice President | Mar 2018 – Feb 2020 | Senior leadership across health services; responsible for broad operational functions . |
| CVS Caremark (CVS Health) | President | Mar 2018 – Feb 2020 | Led the pharmacy benefits management business . |
| Eli Lilly and Company | CFO; EVP, Global Services; other executive roles | Nearly three decades | Finance and operations roles culminating in CFO and EVP responsibilities . |
External Roles
| Company | Role | Status |
|---|---|---|
| Bristol-Myers Squibb Company | Director | Current . |
| The Carlyle Group Inc. | Director | Current . |
| The Walt Disney Company | Director | Current . |
| Target Corporation | Director | Prior service (Sep 2007 – Jan 2018) . |
Board Governance
- Independence: Independent director; all non-employee directors are independent .
- Committee financial expertise: Designated “audit committee financial expert” under SEC rules .
- Board/committee attendance: Board met six times in FY2024; all directors attended at least 85% of Board and committee meetings; all directors attended 2024 Annual Meeting .
- Overboarding consideration: Serves on four public company boards (including Target), at Target’s outside-board policy maximum; Board determined his simultaneous service on the audit committees of four public companies will not impair his effectiveness on Target’s Audit & Risk Committee .
| Committee | Role | Meetings Held FY2024 |
|---|---|---|
| Audit & Risk | Member | 8 . |
| Infrastructure & Finance | Member | 5 . |
Fixed Compensation
| Director | Cash Fees (FY2024) | Stock Awards – Grant Date Value (FY2024) | Total (FY2024) |
|---|---|---|---|
| Derica W. Rice | $0 | $310,113 (RSUs) | $310,113 |
| Award Detail | Units Granted (FY2024) | Grant Date Fair Value | Vesting |
|---|---|---|---|
| Annual RSU grant | 1,873 | $310,113 | RSUs granted in March; vest quarterly during the fiscal year; converted to shares upon departure; dividend equivalents accrue as RSUs . |
Additional director compensation structure:
- Annual retainer choice: $120,000 cash + $190,000 RSUs OR $310,000 RSUs only (Rice elected RSUs only) .
- Chair/Lead Independent Director premiums (not applicable to Rice): $25,000 for each committee chair; $35,000 for Lead Independent Director .
Performance Compensation
| Metric/Plan Feature | Applicability to Non-Employee Directors | Notes |
|---|---|---|
| Performance-based equity or bonus metrics | Not applicable | Director equity is time-based RSUs that vest quarterly; no disclosed performance metrics for director awards . |
Other Directorships & Interlocks
| Organization | Type | Potential Interlock/Exposure | Notes |
|---|---|---|---|
| Bristol-Myers Squibb Company | Public company | Healthcare exposure | No Target-related party transactions disclosed involving Rice . |
| The Carlyle Group Inc. | Public company | Financial sponsor exposure | No Target-related party transactions disclosed involving Rice . |
| The Walt Disney Company | Public company | Branded merchandise/licensing ecosystem exposure | No Target-related party transactions disclosed involving Rice . |
Expertise & Qualifications
- Finance leadership and governance: Former CFO and EVP, Global Services at Eli Lilly; audit committee financial expert designation by Target’s Board .
- Retail/healthcare operations: Executive experience at CVS Health/Caremark with responsibility across operations and data/privacy domains .
- Risk and sustainability oversight: Board skills include risk management, information security/data privacy, and sustainability & governance per Target’s skills matrix .
Equity Ownership
Beneficial ownership (as of April 9, 2025):
| Shares issuable within 60 days | Other shares held | Total shares beneficially owned |
|---|---|---|
| 9,174 | 0 | 9,174 |
Stock ownership guideline calculation (as of April 9, 2025):
| RSUs & PBRSUs | Share equivalents | Other shares held | Total for guidelines | Multiple of annual cash retainer |
|---|---|---|---|---|
| 11,383 | 0 | 0 | 11,383 | 9.3x |
- Guideline: Directors must hold stock equal to 5× annual cash retainer; directors and management must meet guidelines within 5 years and are subject to retention requirements if below threshold .
- Anti-hedging/pledging: Board members are prohibited from hedging or pledging Target stock; all are in compliance .
Governance Assessment
-
Strengths:
- Deep finance and risk oversight credentials; designated audit committee financial expert; serves on Audit & Risk and Infrastructure & Finance committees, aligning skills with oversight needs .
- Clear independence status and strong engagement record (≥85% attendance; attendance at annual meeting) .
- Balanced director pay structure; elected all-equity (RSUs-only) compensation, enhancing alignment; meets stock ownership guidelines at 9.3× retainer vs. 5× requirement .
- Company-level governance practices include independent compensation consultant (Semler Brossy) for director pay and robust clawback/anti-hedging policies (directors covered by anti-hedging/pledging) .
-
Watch items / RED FLAGS:
- Overboarding risk: Serves on four public company boards (policy maximum); also serves simultaneously on four public-company audit committees. Target’s Board expressly concluded this does not impair his effectiveness, but the load warrants monitoring for time/attention constraints, particularly in periods of heightened audit risk .
- No director-specific related-party transactions disclosed for Rice; continue to monitor for interlocks with Disney/healthcare suppliers; current independence determination found no impairment across reviewed transactions (none involving Rice) .
-
Shareholder support signal:
- 2025 director election support for Rice: 96.3% “For” (314,566,337 For; 12,123,757 Against), consistent with broad investor confidence; overall Say-on-Pay support 92.2% “For” at 2025 meeting .
Director Compensation Program Detail (Context)
| Component | Structure | Terms |
|---|---|---|
| Annual retainer | $120,000 cash + $190,000 RSUs OR $310,000 RSUs-only | Cash paid quarterly; RSUs granted in March, vest quarterly; conversion to common stock upon departure; dividend equivalents accrue as RSUs . |
| Premiums | $35,000 Lead Independent Director; $25,000 per Committee Chair | Paid in cash or RSUs depending on director’s election . |
| FY2024 Grants | Example for Rice: 1,873 RSUs | $310,113 grant-date fair value; no outstanding unvested RSUs at fiscal year-end across directors . |
Related-Party Transactions and Conflicts
- Policy: Audit & Risk Committee reviews/approves related-party transactions >$120,000; must be on arm’s-length terms; prohibits transactions inconsistent with shareholder interests .
- FY2024 disclosure: One transaction involving a director’s family member (Knauss’s son) with a supplier; Board deemed immaterial and maintained independence; none involving Rice .
Say-on-Pay & Shareholder Feedback (Context)
- 2025 Annual Meeting results: Advisory approval of executive compensation 92.2% “For”, indicating favorable sentiment toward pay-for-performance framework; Board engages shareholders regularly, including involving the Lead Independent Director .
Overall assessment: Rice brings heavyweight finance and risk oversight, aligns compensation choices with shareholder interests, and exceeds ownership guidelines. Monitor overboarding and multi-audit-committee load; Target’s Board has formally assessed no impairment, but ongoing vigilance is prudent during periods of elevated audit/cyber/regulatory risk **[27419_0001628280-25-020275_tgt-20250428.htm:11]** **[27419_0001628280-25-020275_tgt-20250428.htm:12]** **[27419_0001628280-25-020275_tgt-20250428.htm:64]**.