Gail K. Boudreaux
TARGETAbout Gail K. Boudreaux
Gail K. Boudreaux (age 64) is an independent director of Target Corporation, serving since 2021. She is President & CEO of Elevance Health, Inc., and at Target she sits on the Audit & Risk and Infrastructure & Finance Committees; the Board has designated her an “audit committee financial expert.” The Board met six times in Fiscal 2024, and all directors attended at least 85% of aggregate Board and Committee meetings; all twelve directors attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GKB Global Health, LLC | Chief Executive Officer | Not disclosed (proxy) | Healthcare consulting leadership |
| UnitedHealth Group, Inc./UnitedHealthcare | Executive leadership roles | Not disclosed (proxy) | Senior operating roles in health benefits |
| Health Care Services Corporation | Executive leadership roles | Not disclosed (proxy) | Senior operating roles |
| Aetna, Inc. | Executive leadership roles | Not disclosed (proxy) | Senior operating roles |
External Roles
| Organization | Role | Status |
|---|---|---|
| Elevance Health, Inc. | President & CEO | Current |
| Zimmer Biomet Holdings, Inc. | Director | Within past five years |
| Genzyme Corporation | Director | Past |
| Novavax, Inc. | Director | Past |
| Xcel Energy, Inc. | Director | Past |
Board Governance
- Committee assignments: Audit & Risk (member) and Infrastructure & Finance (member); she is not a Committee Chair. Audit & Risk held 8 meetings and Infrastructure & Finance held 5 meetings in Fiscal 2024.
- Expertise: The Board determined Ms. Boudreaux qualifies as an “audit committee financial expert” under SEC rules.
- Independence: The Board affirmatively determined all non-employee directors are independent; specifically considered Target’s wellness services obtained from Elevance Health (where Boudreaux is CEO) and found amounts immaterial, not a related-party transaction, and not impairing independence.
- Attendance and engagement: Board met six times in Fiscal 2024; all directors attended ≥85% of aggregate Board/Committee meetings; all twelve directors attended the 2024 Annual Meeting.
- Outside boards policy: CEOs of public companies are expected to serve on no more than two public company boards (including Target); Boudreaux’s public board count is two, consistent with this policy.
Committee Assignments and Roles
| Committee | Role | Meetings in FY2024 |
|---|---|---|
| Audit & Risk | Member | 8 |
| Infrastructure & Finance | Member | 5 |
Fixed Compensation
- Target’s non-employee director program offers either: cash + RSUs ($120,000 cash + $190,000 RSUs) or RSUs-only ($310,000). RSUs vest quarterly in the fiscal year granted; dividend equivalents accrue as additional RSUs; vested RSUs convert to shares after Board departure. There were no changes to director compensation in Fiscal 2024.
| Fiscal Year | Cash Retainer | Stock Awards (Grant-Date Fair Value) | Total | RSU Units Granted | Notes |
|---|---|---|---|---|---|
| Fiscal 2024 | $0 | $310,113 | $310,113 | 1,873 units | RSUs vest quarterly; convert to shares upon departure; dividend equivalents accrue as RSUs |
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Additional role fees (not applicable to Boudreaux): Lead Independent Director $35,000; Committee Chair $25,000 (Audit & Risk, Compensation & HCM, Governance & Sustainability, Infrastructure & Finance).
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Perquisites: Directors receive a 10% Target merchandise discount, a 20% discount on select wellness products (during service and following retirement), and $100,000 accidental death life insurance.
Performance Compensation
| Element | Performance Metrics | Vesting / Conditions |
|---|---|---|
| RSUs (directors) | None (no performance-based metrics disclosed for director equity) | Time-based vesting quarterly in fiscal year granted; convert to shares after Board departure; dividend equivalents accrue as RSUs |
Other Directorships & Interlocks
| Company | Relationship to Target | Notes |
|---|---|---|
| Elevance Health, Inc. | Wellness services provider (historically for Team Member life resources program) | Board concluded amounts immaterial, below NYSE thresholds, not a related-party transaction; independence maintained |
Expertise & Qualifications
- Senior leadership, human capital management, capital deployment
- Digital tools/data analytics; information security/data privacy
- Financial management; risk management
- Reputation management; sustainability and governance
Equity Ownership
- Beneficial ownership (as of April 9, 2025): shares issuable within 60 days 6,858; other shares 0; total 6,858. All directors and executive officers as a group own less than 1% of outstanding common stock.
- Stock ownership guidelines calculation (as of April 9, 2025, price $97.69): RSUs & PBRSUs 9,067; share equivalents 0; other shares 0; total for guidelines 9,067; multiple of annual cash retainer 7.4x. The proxy references a 5x retainer guideline for directors (illustrated in Mr. Abney’s footnote).
| Ownership (Apr 9, 2025) | Shares Issuable Within 60 Days | Other Shares Held | Total Beneficially Owned |
|---|---|---|---|
| Gail K. Boudreaux | 6,858 | 0 | 6,858 |
| Stock Ownership Guidelines (Apr 9, 2025; $97.69) | RSUs & PBRSUs | Share Equivalents | Other Shares Held | Total for Guidelines | Multiple of Annual Cash Retainer |
|---|---|---|---|---|---|
| Gail K. Boudreaux | 9,067 | 0 | 0 | 9,067 | 7.4x |
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation; service on risk- and finance-heavy committees aligns with Target’s risk/finance oversight; board attendance and engagement standards met; outside boards policy observed (CEO with two public boards including Target).
- Incentive alignment: Elected RSUs-only compensation; meaningful stock-based holdings and a 7.4x cash-retainer ownership multiple support alignment with shareholders.
- Conflicts review: Elevance Health’s wellness services relationship with Target deemed immaterial and not a related-party transaction; independence affirmed. No pledging or related-party transactions disclosed for Boudreaux.
- Potential risk: Time commitment as a sitting public-company CEO mitigated by Target’s outside board limits and committee rotation policies.
RED FLAGS: None identified in the proxy regarding related-party transactions, low attendance, pay anomalies, or hedging/pledging. Elevance Health services relationship was reviewed and determined immaterial and non-conflicting.