George S. Barrett
TARGETAbout George S. Barrett
George S. Barrett (age 70) has served as an independent director of Target since 2018. He is Founder of The Overtone Group, L.L.C., and previously served as Chairman & CEO of Cardinal Health (Aug 2009–Dec 2017; Executive Chairman until Nov 2018). Earlier roles include senior leadership positions at Teva Pharmaceutical Industries (CEO North America; EVP Global Pharmaceuticals). He teaches leadership at Columbia University Mailman School of Public Health and NYU Stern, and participates in a National Academy of Medicine initiative on climate and human health .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health, Inc. | Chairman & CEO; Executive Chairman | Aug 2009–Nov 2018 | Led large-scale healthcare operations; capital deployment and risk management experience |
| Teva Pharmaceutical Industries Ltd. | CEO North America; EVP Global Pharmaceuticals | Prior to 2009 | Global supply chain, finance, and strategy oversight |
| Alpharma Inc. | Executive leadership roles | Not specified | Healthcare operations; governance exposure |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| The Overtone Group, L.L.C. | Founder | Current | Advises companies/nonprofits; policy and leadership teaching |
| Montes Archimedes Acquisition Corp. | Director | Within past five years | Prior public company board |
| Cardinal Health, Inc. | Director (past) | Past | Former CEO and board member |
| Eaton Corporation plc | Director (past) | Past | Past public board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (all non-employee directors independent) |
| Committee Assignments | Chair: Governance & Sustainability; Member: Compensation & Human Capital Management |
| Committee Meeting Counts (FY2024) | Governance & Sustainability: 5; Compensation & HCM: 5 |
| Attendance | Board met 6 times; all directors attended ≥85% of aggregate meetings; all 12 directors attended 2024 Annual Meeting |
| Director Election Support (2025) | For: 316,171,613 (96.8%); Against: 10,554,905; Abstain: 3,187,699 |
| Lead Independent Director Framework | Governance Chair consults on composition, evaluations, succession with LID; LID role expanded Jan 2025 |
Fixed Compensation
| Component | Amount/Units | Terms |
|---|---|---|
| Annual Director Compensation Form | RSUs Only | Program offers either Cash+RSUs ($120,000 + $190,000) or RSUs Only ($310,000) |
| Annual RSU Grant (FY2024) | 2,024 units; $335,114 grant-date fair value | Quarterly vesting in FY; dividend equivalents accrue; converts to shares upon Board departure |
| Committee Chair Fee | $25,000 (Governance & Sustainability Chair) | Paid in RSUs when RSUs-only elected |
| Non-Cash Director Benefits | 10% merchandise discount; 20% wellness discount; $100,000 accidental death insurance | Provided during service and post-retirement |
Performance Compensation
| Metric | Design | FY2024 Outcome |
|---|---|---|
| Performance conditions for director equity | None disclosed; director RSUs vest by service (quarterly) | No performance-based metrics; RSUs convert upon departure; dividend equivalents accrue |
Other Directorships & Interlocks
| Area | Findings |
|---|---|
| Current public company directorships | None |
| Interlocks/Conflicts | Board’s independence review disclosed certain transactions (Elevance Health; CDW) for other directors; none involving Barrett. Only related-party transaction approved in FY2024 involved a supplier represented by director Knauss’s son; Board affirmed independence |
| Outside board policy | Target expects non-CEO directors to serve on ≤4 public boards; consent required for new for-profit boards |
Expertise & Qualifications
- Senior leadership across healthcare supply chains, capital deployment, risk management, and human capital management .
- Governance and sustainability oversight capabilities; reputation management experience .
- Academic engagement: leadership teaching at Columbia Mailman and NYU Stern; National Academy of Medicine climate/health initiative .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Stock Ownership Guidelines (Directors) | 5× annual cash retainer requirement | Includes RSUs/PBRSUs at minimum payout and deferred stock equivalents |
| Barrett Ownership for Guidelines | 19,486 shares-equivalent; 15.9× multiple of retainer | RSUs & PBRSUs counted at minimum; indicates strong alignment |
| Beneficial Ownership (SEC definition) | Shares issuable within 60 days: 17,104; Other shares: 0; Total: 17,104 | Sole voting/investment power; <1% of outstanding shares |
| Hedging/Pledging | Prohibited for Board and NEOs; all in compliance | Anti-hedging and anti-pledging policies; clawbacks for certain misconduct/restatements |
Governance Assessment
- Committee leadership and engagement: As Governance & Sustainability Chair, Barrett oversees corporate governance structure, director succession, evaluations, sustainability practices, and public policy advocacy—key to board effectiveness and resiliency oversight .
- Independence and attendance: Independent status affirmed; Board-wide attendance ≥85% and full annual meeting participation support engagement expectations .
- Ownership alignment: Exceeds guideline by 15.9×, signaling strong long-term alignment with shareholders .
- Compensation structure: RSUs-only selection with chair fee in RSUs maintains equity-centric pay; no performance metrics or tax gross-ups; program unchanged in FY2024—consistent and shareholder-aligned .
- Shareholder support signals: Robust re-election support (96.8% “For”) and high Say-on-Pay approvals (93.2% in 2024; 92.2% in 2025) indicate investor confidence in governance and compensation oversight .
RED FLAGS: None disclosed specific to Barrett. No related-party transactions, hedging/pledging, or attendance/engagement concerns identified in filings .