Donald R. Knauss
TARGETAbout Donald R. Knauss
Donald R. Knauss (age 74) is a former Chairman & CEO of The Clorox Company and previously served as EVP & COO of Coca‑Cola North America, with earlier marketing and sales roles at PepsiCo and Procter & Gamble; he also served as an officer in the U.S. Marine Corps . He has been an independent director of Target since 2015 and currently chairs the Infrastructure & Finance Committee while also serving on the Compensation & Human Capital Management Committee .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Chairman & CEO; Executive Chairman | Not disclosed | Led a multinational consumer products company; brings sustainability/governance perspective from raw materials and sustainable packaging focus |
| Coca‑Cola North America | EVP & COO; other senior roles | Not disclosed | Senior operations leadership in major CPG; sustainability lens from packaging initiatives |
| PepsiCo, Inc. | Marketing and sales roles | Not disclosed | Brand and commercial execution experience |
| Procter & Gamble | Marketing and sales roles | Not disclosed | Consumer/brand expertise |
| United States Marine Corps | Officer | Not disclosed | Leadership and execution discipline |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Kellanova (fka Kellogg Company) | Director | Current public company directorship |
| McKesson Corporation | Director | Current public company directorship |
| The Clorox Company | Former Director | Prior public board service |
| URS Corporation | Former Director | Prior public board service |
Board Governance
- Committee assignments (FY2024): Chair, Infrastructure & Finance; Member, Compensation & Human Capital Management .
- Committee meetings (FY2024): Infrastructure & Finance (5); Compensation & HCM (5) .
- Independence: Board determined all non‑employee directors (including Mr. Knauss) are independent .
- Attendance: Board met six times in FY2024; all directors attended at least 85% of aggregate Board and Committee meetings; all 12 directors attended the 2024 Annual Meeting .
- Tenure policy context: Mandatory retirement at end of the term in which a director reaches age 75; maximum term limit 20 years .
RED FLAG (monitor): At age 74, Mr. Knauss approaches the mandatory retirement threshold of 75, implying potential near‑term refreshment for his seat .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (if elect “cash + RSUs”) | $120,000 | Paid pro‑rata quarterly; deferrable to DDCP |
| Committee Chair fee (Infrastructure & Finance) | $25,000 | Paid in cash or RSUs per election |
| Mr. Knauss – Fees earned or paid in cash | $145,000 | Indicates he elected “cash + RSUs” and received chair cash |
| Perquisites | 10% merchandise discount; 20% wellness discount; $100,000 AD&D insurance | For non‑employee directors |
- Director pay framework: Non‑employee directors choose either (a) $120,000 cash + $190,000 RSUs, or (b) $310,000 RSUs; no changes to FY2024 director pay levels .
Performance Compensation
| Equity Award (FY2024) | Quantity/Value | Terms |
|---|---|---|
| RSUs – Mr. Knauss | 1,148 units; $190,074 grant‑date fair value | RSUs granted in March; vest quarterly within the fiscal year; dividend equivalents in RSUs; convert to shares after Board departure |
| RSUs outstanding (unvested) at FY‑end | None for all directors | Quarterly vesting results in no unvested RSUs at fiscal year‑end |
Note: Target’s non‑employee director compensation does not include performance‑based metrics; the program is comprised of cash retainers and time‑based RSUs .
Other Directorships & Interlocks
| Director | Public Boards (incl. Target) | Current Other Public Boards |
|---|---|---|
| Donald R. Knauss | 3 | Kellanova; McKesson Corporation |
- Outside boards policy: Non‑CEO directors are expected to serve on no more than four public company boards (including Target); Mr. Knauss is within policy .
- Independence review: Company disclosed a related‑party matter involving Mr. Knauss’s son (see below); no interlocks reported as related‑party transactions for his other public boards .
Expertise & Qualifications
- Skill coverage: Retail/consumer, senior leadership, marketing/brands, human capital, capital deployment, global supply chain, financial management, risk management, reputation, sustainability & governance—developed over 40+ years at Clorox, Coca‑Cola, PepsiCo, and P&G .
- Board skills matrix: Mr. Knauss is marked for Retail industry experience and a broad set of governance‑relevant skills (marketing, HCM, capital deployment, financial management, risk management, sustainability & governance) .
Equity Ownership
| Measure (as of Apr 9, 2025) | Shares/Units | Ownership Guideline Multiple |
|---|---|---|
| RSUs & PBRSUs counted for guidelines | 22,269 | |
| Other shares held | 12,458 | |
| Total for guidelines | 34,727 | 28.3x annual cash retainer (guideline = 5x) |
- Ownership guidelines: Directors must hold 5x annual cash retainer; equity counted includes RSUs/PBRSUs (at minimum payout), un/vested; compliance expected within five fiscal years .
- Compliance: Mr. Knauss exceeds guidelines (28.3x) .
Governance Assessment
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Strengths for investor confidence:
- Independent director with deep operating and brand experience across major CPGs; serves as Chair of Infrastructure & Finance, overseeing capital allocation, financial policy, and significant transactions (5 meetings in FY2024) .
- Strong ownership alignment: 34,727 shares/units counted toward guidelines, 28.3x retainer vs. 5x requirement .
- Attendance and engagement: All directors met ≥85% attendance; Board met six times; all directors attended the 2024 Annual Meeting .
- Compensation structure is standard and shareholder‑aligned (cash + time‑based RSUs), with no FY2024 increases; chair fee appropriately sized .
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Risks/Red flags to monitor:
- Related‑party exposure: Audit & Risk Committee approved a transaction involving Target purchases (~$18 million in FY2024; <0.02% of Target revenue) from a supplier where Mr. Knauss’s son is a sales representative; Board concluded independence was unaffected and amounts immaterial—continue monitoring for escalation or recurrence. RED FLAG (mitigated) .
- Imminent refreshment risk: Mandatory retirement at 75; at age 74, potential near‑term change in Board composition and I&F Committee leadership planning should be monitored .
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Director compensation (FY2024) indicates standard mix and role‑based pay:
- Mr. Knauss total: $335,074 = $145,000 cash + $190,074 RSUs; cash reflects chair fee on top of standard retainer .
- Program offers either $120,000 cash + $190,000 RSUs or $310,000 RSUs; chair premiums $25,000 (Audit, Comp, Gov & Sust, Infra & Finance) and $35,000 for Lead Independent Director .
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Committee independence and governance quality:
- All committees fully independent; CHCM oversees board pay and human capital matters; I&F oversees capital, financial condition, major transactions—aligns with Mr. Knauss’s operating/CPG background .
- Board determined all non‑employee directors are independent; enhanced Lead Independent Director structure; robust governance practices and rotation policies .