Douglas M. Baker, Jr.
Director at TGT
Board
About Douglas M. Baker, Jr.
Douglas M. Baker, Jr. (age 66) has served on Target’s Board since 2013 and is an independent director with prior experience as Executive Chairman and Chairman & CEO of Ecolab and brand management roles at Procter & Gamble; he is a Founding Partner of E2SG Partners, LP (since July 2022) . He previously served as Target’s Lead Independent Director, bringing senior leadership, sustainability, and governance expertise to the Board . He currently serves on the Compensation & Human Capital Management and Governance & Sustainability Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab Inc. | Chairman & CEO; Executive Chairman | Chairman & CEO: May 2006–Dec 2020; Executive Chairman: Jan 2021–May 2022 | Led environmental stewardship as a core value; extensive oversight across finance, risk, and operations |
| The Procter & Gamble Company | Brand management roles | Prior role (dates not disclosed) | Marketing/brands expertise underpinning consumer and sustainability skillset |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E2SG Partners, LP | Founding Partner | Since July 2022 | Invests in environmentally conscious and sustainable solutions |
| Merck & Co., Inc. | Director (current) | Not disclosed | Public company board service; complements risk and governance expertise |
| Ecolab Inc. | Director (past 5 years) | Not disclosed | Prior public board service |
| U.S. Bancorp | Director (other past board) | Not disclosed | Prior public board service |
Board Governance
- Committee assignments: Member, Compensation & Human Capital Management Committee; Member, Governance & Sustainability Committee; neither position is a Committee Chair in FY2024 .
- Committee responsibilities:
- Compensation & HCM oversees CEO and leadership compensation, succession planning, board compensation, and compensation risk management .
- Governance & Sustainability oversees corporate governance, director succession planning, Board/Committee composition and evaluations, sustainability practices, and public policy advocacy .
- Independence: Board affirmatively determined all non-employee directors, including Mr. Baker, are independent; disclosed transactions reviewed did not impair independence (none involve Mr. Baker) .
- Attendance: The Board met six times in FY2024; all directors attended at least 85% of aggregate Board and Committee meetings and all attended the 2024 Annual Meeting .
- Tenure policies: Mandatory retirement age 75 and maximum term limit of 20 years to encourage refreshment .
- Outside boards policy: Non-CEO directors expected to serve on no more than four public company boards (including Target); Mr. Baker serves on two (including Target), consistent with policy .
Fixed Compensation
| Component | FY2024 Value | Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Paid pro rata quarterly; option to defer into DDCP with market returns, including a Target common stock fund |
| Annual RSU grant | $190,074 | 1,148 units; RSUs vest quarterly in the fiscal year; dividend equivalents accrue as additional RSUs; converted to shares upon departure |
| Total annual compensation | $310,074 | Director can elect cash+RSUs or RSUs-only ($310,000 equivalent in FY2024); Mr. Baker elected cash+RSUs |
| Perquisites | Merchandise/wellness discounts; insurance | 10% Target merchandise discount; 20% discount on select wellness products; $100,000 accidental death insurance |
Notes: FY2024 director compensation program unchanged year-over-year; role premiums (Lead Independent Director $35,000; each Committee Chair $25,000) are paid in cash or RSUs depending on the director’s election; Mr. Baker was not a chair and did not receive role premiums in FY2024 .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| RSUs (directors) | Time-based vesting (quarterly during grant fiscal year); converted to shares upon Board departure | None disclosed; director equity grants are not tied to operating metrics (e.g., revenue, EBITDA, TSR) |
At fiscal year-end, none of the directors held any outstanding unvested RSUs (consistent with quarterly vesting schedule) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards (incl. Target) | 2; Merck & Co., Inc.; Target Corporation |
| Prior public boards | Ecolab Inc.; U.S. Bancorp |
| Potential interlocks/conflicts | The proxy’s independence review disclosed certain relationships for other directors but none involving Mr. Baker; no related-party transactions disclosed for him |
Expertise & Qualifications
- Senior leadership; marketing/brands; human capital management; capital deployment; global supply chain; information security/data privacy; financial management; risk management; reputation management; sustainability and governance .
- Environmental stewardship integrated into Ecolab’s core values under his CEO tenure; continued sustainability focus at E2SG Partners .
Equity Ownership
| Measure | Amount | Guideline/Compliance |
|---|---|---|
| RSUs & PBRSUs (min payout basis) | 36,933 | Counted toward ownership guidelines |
| Other shares held | 3,895 | Included in guideline total |
| Total for guidelines | 40,828 | Equals 33.2x annual cash retainer multiple (closing price $97.69 on April 9, 2025) |
| Director ownership guideline | 5x annual cash retainer | Applies to all directors; RSUs/PBRSUs and deferred stock equivalents count; PSUs excluded |
Conclusion: Mr. Baker far exceeds Target’s director stock ownership guideline, indicating strong alignment with shareholders .
Governance Assessment
- Board effectiveness: Active engagement on Compensation & HCM and Governance & Sustainability aligns with his executive background; prior service as Target’s Lead Independent Director adds depth to oversight of leadership, succession, and governance .
- Independence/attendance: Independent, with no disclosed related-party transactions; Board-wide attendance thresholds met, supporting engagement quality .
- Compensation alignment: Balanced cash+RSU mix, quarterly vesting, and strong ownership (33.2x retainer) indicate meaningful “skin in the game” for governance continuity; the director program remained stable in FY2024, avoiding pay inflation or structural red flags .
- RED FLAGS: None disclosed specific to Mr. Baker (no related-party transactions; no pledging or hedging reported; no attendance shortfall) .