Grace Puma
TARGETAbout Grace Puma
Grace Puma, age 62, has served as an independent director of Target since 2022. She is the former Executive Vice President and Chief Operations Officer of PepsiCo (2017–April 2022) and previously held senior roles including Senior Vice President, Chief Supply Officer and Global Chief Procurement Officer at PepsiCo; Senior Vice President, Global Chief Procurement Officer at United Airlines; and positions at Kraft Foods and Motorola, bringing deep global supply chain, capital deployment, and risk management experience to Target’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Executive Vice President, Chief Operations Officer | 2017–Apr 2022 | Led operations; member of executive steering team for sustainability and governance strategy |
| PepsiCo, Inc. | SVP, Chief Supply Officer; SVP, Global Chief Procurement Officer | Not disclosed | Global supply chain, procurement leadership |
| United Airlines Holdings, Inc. | SVP, Global Chief Procurement Officer | Not disclosed | Procurement leadership |
| Kraft Foods, Inc.; Motorola, Inc. | Various positions | Not disclosed | Progressive operations/supply chain roles |
External Roles
| Company | Role | Status | Committees (current/prior) |
|---|---|---|---|
| Organon & Co. | Director | Current | Audit, finance, and talent committees experience (across public boards) |
| Phillips 66 | Director | Current | Audit, finance, and talent committees experience (across public boards) |
| Williams-Sonoma, Inc. | Director | Within past five years | Audit, finance, and talent committees experience (across public boards) |
Board Governance
| Item | Details |
|---|---|
| Independence | Board affirmed all non-employee directors (including Puma) are independent |
| Committees | Audit & Risk; Infrastructure & Finance (member; not chair) |
| Audit & Risk scope | Financial reporting, auditor oversight, internal audit, compliance & ethics, ERM, related party policies, supply chain responsibility |
| Infrastructure & Finance scope | Investment alignment with strategy, infrastructure resource allocation, significant transactions (financing/returns/integration), financial policies, liquidity/capital markets, financial risk management |
| Meetings FY 2024 | Board: 6; Audit & Risk: 8; Compensation & HCM: 5; Governance & Sustainability: 5; Infrastructure & Finance: 5 |
| Attendance | All directors attended at least 85% of Board and committee meetings; all 12 directors attended the 2024 Annual Meeting |
Fixed Compensation
| Fiscal Year | Annual Retainer (Cash) | Perquisites | Notes |
|---|---|---|---|
| 2024 | $120,000 | 10% Target merchandise discount, 20% wellness product discount; $100,000 accidental death life insurance | No meeting fees disclosed; additional chair fees not applicable to Puma |
Performance Compensation
| Fiscal Year | Equity Type | Units Granted | Grant Date Fair Value | Performance Metrics | Vesting Details |
|---|---|---|---|---|---|
| 2024 | RSUs | 1,148 | $190,074 | None disclosed for director equity (RSUs; not performance-based) | At fiscal year-end, none of the directors held any outstanding unvested RSUs |
Target’s policies include clawbacks for executives and anti-hedging/anti-pledging prohibitions that apply to directors; no dividends on unearned performance awards and no option repricing without shareholder approval .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Current Boards | Organon & Co.; Phillips 66 |
| Prior 5 years | Williams-Sonoma, Inc. |
| Interlocks/Transactions | Proxy explicitly lists certain director-related company transactions reviewed for independence (e.g., CDW, Elevance) and reports only one related party transaction involving another director’s family; none involving Grace Puma |
| Related-Party Policy | Transactions >$120,000 with a director/related person require approval by independent directors; Audit & Risk oversees, must prohibit inconsistent transactions |
Expertise & Qualifications
- Senior leadership; human capital management; capital deployment; global supply chain; financial management; risk management; sustainability & governance; reputation management; information security/data privacy (as reflected in Target’s skills matrix and Puma’s biography) .
- Experience across audit, finance, and talent committees on other public company boards, enhancing committee effectiveness at Target .
Equity Ownership
| Measure | Value |
|---|---|
| Shares issuable within 60 days | 4,615 |
| Other shares held | 315 |
| Total beneficially owned | 4,930 |
| RSUs & PBRSUs (for guidelines) | 5,995 |
| Share equivalents (guidelines) | 0 |
| Total ownership for guidelines | 6,310 |
| Ownership guideline | 5x annual cash retainer (directors) |
| Compliance multiple | 5.1x (meets guideline) |
| Anti-hedging/pledging | Prohibited for directors; all in compliance |
| Shares outstanding (record date) | 454,359,679 |
| Ownership as % of shares outstanding | ~0.0011% (4,930 / 454,359,679; computed from ) |
Governance Assessment
- Positive alignment: Independent director; committee roles match core competencies (Audit & Risk; Infrastructure & Finance); ownership exceeds 5x retainer guideline; anti-hedging/pledging policies in effect; attendance met Board-wide standard; no related-party transactions involving Puma disclosed .
- Committee influence: Audit & Risk oversight of ERM, compliance, and related party policies; Infrastructure & Finance oversight of capital allocation and significant transactions supports investor confidence in financial discipline .
- Workload consideration: Multi-board service (Organon, Phillips 66) plus two Target committees implies meaningful time commitments; Board practices include periodic rotation and evaluation to manage effectiveness .
- RED FLAGS: None disclosed specific to Puma—no related-party exposure, hedging/pledging prohibited and in compliance; not a committee chair (lower role-based compensation risk) .