Melissa K. Kremer

About Melissa K. Kremer

Melissa K. Kremer is Executive Vice President and Chief Human Resources Officer (CHRO) at Target. She is the SEC signatory on multiple Item 5.02 8‑K filings (e.g., January 18, 2024; September 19, 2024; May 21, 2025; August 20, 2025), evidencing her role and authority over executive appointments, transitions, and compensatory arrangements . As CHRO, her remit includes leading Target’s internal executive compensation team that supports the Compensation & Human Capital Management Committee, and partnering on management development and succession planning across senior leadership . Company performance context for the latest year: Comparable sales growth 0.1%, after‑tax ROIC 15.4%, GAAP/Adjusted EPS change −0.9%, and $2.9B capital invested in 2024—key benchmarks that underpin executive incentive design . Age, education, and prior career history are not disclosed in the 2024/2025 proxy statements or cited 8‑K filings .

Past Roles

Organization	Role	Years	Strategic impact
Target Corporation	EVP & CHRO (SEC signatory on executive filings)	2024–2025 (documented)	Led internal executive compensation support and partnered on succession planning

No earlier roles disclosed in the 2024/2025 DEF 14A or cited 8‑K filings .

External Roles

No public company directorships or external roles for Ms. Kremer are disclosed in the 2024/2025 proxy statements or cited 8‑K filings .

Fixed Compensation

Framework: Executive pay emphasizes performance—Annual TDC for Non‑CEO NEOs is ~83% performance‑based; CEO ~93%—and the same process applies to other Leadership Team members (including the CHRO) even when individual pay is not separately disclosed .
Base salary: For NEOs, base salary is the smallest portion of Annual TDC (<20%); Committee reviews annually; this design is the reference framework for broader leadership compensation .

Pay component	Design details	Source
Base salary	<20% of Annual TDC for NEOs; smallest pay element
Performance-based share of pay	CEO 93%; Non‑CEO NEOs 83% (Annual TDC)
Governance of broader leadership pay	CD&A process applies to Leadership Team beyond NEOs

Performance Compensation

Short‑Term Incentive Plan (STIP): 67% financial/33% team scorecard; financial metrics are Merchandise Sales (50%) and Incentive Operating Income (50%); payouts range 0–200% of goal; team scorecard assessed against strategic priorities .
Long‑Term Incentives (LTI): 100% relative performance—PSUs (typically 60% of LTI value) tied to Adjusted Merchandise Sales growth, EPS growth, and ROIC vs retail peers; PBRSUs (typically 40%) tied to relative TSR with 75–125% payout band; awards cliff‑vest at the end of 3‑year performance periods .

Incentive	Metric	Weighting	Target/Payout Range	Vesting
STIP (financial)	Merchandise Sales	50% of financial (67% of STIP overall)	0–200% of goal	Annual cash
STIP (financial)	Incentive Operating Income	50% of financial (67% of STIP overall)	0–200% of goal	Annual cash
STIP (team)	Team scorecard (strategic priorities)	33% of STIP	Committee‑assessed	Annual cash
PSUs	Adjusted Merchandise Sales CAGR vs peers	Part of PSUs	0–200% of goal	3‑year, cliff
PSUs	EPS CAGR vs peers	Part of PSUs	0–200% of goal	3‑year, cliff
PSUs	ROIC vs peers	Part of PSUs	0–200% of goal	3‑year, cliff
PBRSUs	Relative TSR vs peers	100% of PBRSUs	75–125% of goal	3‑year, cliff

Target emphasizes GAAP‑based metrics or explains deviations (e.g., Adjusted Sales and Incentive Operating Income) to maintain transparency .

Equity Ownership & Alignment

Stock ownership guidelines: Leadership Team members must hold Target stock equal to 3x base salary; compliance expected within 5 fiscal years, with retention requirements if below thresholds .
Anti‑hedging/pledging: Leadership Team and directors are prohibited from hedging or pledging Target stock; all are in compliance per the proxy .

Ownership policy	Requirement	Enforcement/Timing	Source
Leadership Team guidelines	3x base salary	Achieve within 5 fiscal years; retain shares until compliant
Hedging / Pledging	Prohibited for Leadership Team and Board	Company policy; compliance affirmed

Individual beneficial ownership, vested/unvested breakdown, and pledging status for Ms. Kremer are not disclosed in the 2024/2025 proxies .

Employment Terms

Clawbacks: Recovery of incentive cash, equity, and severance for intentional misconduct causing material financial/reputational harm or restatements; separate SEC/NYSE‑compliant clawback adopted for restatements .
Change‑in‑control treatment: Equity requires double‑trigger (CIC plus qualified termination); PSUs/PBRSUs accelerate at 100% goal payout; RSUs accelerate 100%—standard terms documented in proxy tables .
Employment contracts/tax gross‑ups: No employment contracts and no tax gross‑ups provided to NEOs; leading practices cited .
Severance (NEOs): Income Continuation Plan provides up to 2x (base salary + average of last 3 years STIP), $30k outplacement, paid over 24 months, subject to release/covenants .

Term	Provision	Source
Clawback scope	Incentive cash, equity awards, severance recoverable; SEC/NYSE restatement clawback also adopted
CIC vesting	Double‑trigger; PSUs/PBRSUs at 100% goal; RSUs 100%
Contracts / gross‑ups	No employment contracts; no tax gross‑ups
Severance (NEOs)	ICP: up to 2x base + 3‑yr avg STIP; $30k outplacement; 24 months

Investment Implications

Alignment: Pay‑for‑performance architecture (Sales, Incentive Operating Income, EPS, ROIC, TSR) and GAAP‑anchored metrics support disciplined execution; clawbacks and no‑hedging/pledging policies reduce governance and misalignment risk .
Retention/transition risk: The CHRO directly influences succession planning and executive compensation design—central to leadership continuity and retention; robust say‑on‑pay support (93.2% in 2024; 94.1% in 2023) indicates investor endorsement of compensation structure, lowering governance overhang .
Insider selling pressure: Anti‑pledging/hedging reduces forced selling risk; individual trading/ownership details for Ms. Kremer are not disclosed in proxies/8‑Ks, limiting direct assessment .