Dmitri L. Stockton
Director at TGT
Board
About Dmitri L. Stockton
Independent director of Target Corporation since 2018; age 61. Former Senior Vice President & Special Advisor to the Chairman at General Electric, with prior CEO roles at GE Asset Management and GE Capital businesses; designated as an audit committee financial expert by Target’s Board based on his GE financial oversight experience . Currently serves as Chair of Target’s Audit & Risk Committee and as a member of the Governance & Sustainability Committee; independence affirmed (all non‑employee directors are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric Company | Senior Vice President & Special Advisor to the Chairman | Not disclosed | Financial oversight; basis for “audit committee financial expert” designation at Target |
| GE Asset Management Incorporated | Chairman, President & CEO | Not disclosed | Investment and governance leadership |
| GE Capital Global Banking (London) | President & CEO / Senior Vice President, GE | Not disclosed | International banking leadership and risk oversight |
| GE Consumer Finance, Central & Eastern Europe | President & CEO | Not disclosed | Regional consumer finance operations and controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deere & Company | Director | Current | Public company board |
| Ryder System, Inc. | Director | Current | Public company board |
| Smurfit WestRock plc | Director | Current | Public company board |
| Stanley Black & Decker, Inc. | Director | Within past five years | Former public company board |
| Synchrony Financial | Director | Other past board | Former public company board |
Board Governance
- Committee assignments: Chair, Audit & Risk; Member, Governance & Sustainability .
- Independence: Board determined all non‑employee directors, including Stockton, are independent .
- Attendance: Board met six times in fiscal 2024; all directors attended at least 85% of aggregate Board and committee meetings; all 12 directors attended the 2024 annual meeting .
- Board leadership and oversight: Combined Chair/CEO with a Lead Independent Director (LID) elected annually; LID has authority to convene independent sessions at every meeting and oversee CEO performance review; policy expanded in Jan 2025 to require an LID whenever the Chair is not independent .
- Audit & Risk Committee scope includes financial reporting integrity, auditor oversight, internal audit, compliance/ethics, ERM (including cybersecurity, product/food safety, business continuity), and related-party review .
- Audit financial expertise: Board designated Stockton (and others) as “audit committee financial experts” under SEC rules .
Fixed Compensation (Director Pay Structure)
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer (if elected cash+RSUs) | $120,000 | Paid quarterly; may defer into Director Deferred Compensation Plan |
| Annual RSU grant (cash+RSUs form) | $190,000 | Granted March; vests quarterly in fiscal year; converts to shares at Board departure; dividend equivalents accrue in RSUs |
| Annual RSU grant (RSUs-only form) | $310,000 | Same vesting/settlement terms as above |
| One-time new director RSU grant | $50,000 | Upon joining Board (plus pro‑rated annual) |
| Role fee – Lead Independent Director | $35,000 | Paid in cash or RSUs depending on director’s election |
| Role fee – Committee Chair (each) | $25,000 | Paid in cash or RSUs depending on director’s election |
- No changes to non‑employee director compensation in fiscal 2024; Semler Brossy provides independent recommendations annually .
Performance Compensation
| Award | Performance Metric(s) | Vesting | Shares/Value | Notes |
|---|---|---|---|---|
| RSUs (director program) | None (time-based) | Quarterly during fiscal year of grant | See individual table below | Dividend equivalents accrue as RSUs; conversion to shares at Board departure |
Target’s director equity is not performance‑conditioned; PSUs are excluded from ownership guideline calculations because minimum payout can be 0% .
Director-Specific Compensation (Fiscal 2024)
| Name | Fees Earned (Cash) | Stock Awards – Grant Date Fair Value | Total |
|---|---|---|---|
| Dmitri L. Stockton | $16,667 | $310,113 (1,873 RSUs) | $326,780 |
- At fiscal year-end, no directors held outstanding unvested RSUs (grants vest within the fiscal year) .
- In fiscal 2023, Stockton elected RSUs-only: $0 cash; $310,026 RSUs; total $310,026 .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public company boards | Deere & Company; Ryder System, Inc.; Smurfit WestRock plc |
| Independence review of transactions | Board disclosed immaterial transactions related to other directors (Elevance Health; CDW), but none involving Stockton; Board concluded independence for all non‑employee directors . |
| Related‑party transactions | Only disclosed related‑party item in fiscal 2024 involved a supplier represented by another director’s family member; not related to Stockton . |
Expertise & Qualifications
- Audit & Risk Chair; SEC “audit committee financial expert” designee based on GE financial oversight .
- Skills listed by Target: senior leadership, financial management, risk management, information security/data privacy, human capital, capital deployment, reputation management, sustainability & governance .
Equity Ownership
| Measure | Amount |
|---|---|
| Shares beneficially owned (incl. issuable within 60 days) | 17,402 |
| Total stock ownership for guidelines (RSUs & PBRSUs at minimum + other shares) | 18,782 |
| Ownership guideline multiple (x annual cash retainer) | 15.3x |
| Pledging/Hedging disclosed | Not disclosed |
- Director stock ownership guideline: 5x annual cash retainer; measurement includes RSUs and PBRSUs at minimum payout but excludes PSUs .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-03-14 | 2025-03-12 | A – Award | Common Stock (RSUs) | 1,841 | 18,782 | https://www.sec.gov/Archives/edgar/data/27419/000002741925000064/0000027419-25-000064-index.htm |
| 2024-03-15 | 2024-03-13 | A – Award | Common Stock (RSUs) | 1,873 | 16,389 | https://www.sec.gov/Archives/edgar/data/27419/000002741924000091/0000027419-24-000091-index.htm |
(Source: Insider-trades skill output; “A-Award” transactions; “securitiesOwned” reflects post‑transaction holdings)
Say‑on‑Pay & Shareholder Sentiment
| Vote | 2024 | 2025 |
|---|---|---|
| Say‑on‑Pay (For %) | 93.2% | 92.2% |
| Director Election – Stockton (For %) | 96.7% | 95.5% |
- Broad director support persisted in 2024–2025; all nominees elected each year .
Governance Assessment
- Strengths:
- Audit & Risk Chair with SEC “financial expert” designation; committee oversees ERM, compliance/ethics, cybersecurity—key to investor confidence in risk controls .
- Independence affirmed; no related‑party issues disclosed involving Stockton; high attendance across Board and committees; robust LID authority and annual elections for leadership roles .
- Ownership alignment: 15.3x retainer under guidelines, exceeding 5x requirement .
- Watch items:
- Board service load: Stockton serves on four public boards including Target, matching Target’s expectation cap (≤4 for non‑CEO directors); monitor time‑commitment risk in periods of elevated audit workload .
- Litigation backdrop: External complaints have named Target and its directors (including Stockton) in suits challenging proxy disclosures and certain initiatives; allegations are contested and not adjudicated, but represent incremental headline and governance risk . Target’s 10‑K also notes a separate securities class action related to inventory disclosures (company and certain officers) .
Appendix: Committee Snapshot (Fiscal 2024)
| Committee | Members | Meetings |
|---|---|---|
| Audit & Risk (Chair: Stockton) | Stockton (C), Abney, Boudreaux, Edwards, Puma, Rice | 8 |
| Governance & Sustainability | Barrett (C), Baker, Leahy, Lozano, Stockton | 5 |
Notes on Director Compensation (Context)
- Director program intended total value of $310,000 via cash+RSUs or RSUs‑only; role premia add to that; quarterly RSU vesting with conversion at departure fosters longer-term alignment while eliminating performance metric complexity for directors .
- Stockton’s fiscal 2024 mix ($16,667 cash + $310,113 RSUs) reflects partial cash due to assuming Audit & Risk Chair mid‑year (June 2024) with a $25,000 chair fee available; footnotes confirm role-based compensation attribution .
RED FLAGS (none identified specific to Stockton)
- No disclosed related‑party transactions or pledging; independence affirmed .
- Stable attendance and strong re‑election support reduce immediate governance concern .