Monica C. Lozano
TARGETAbout Monica C. Lozano
Independent director at Target since 2016; age 68. Former Chair & CEO of ImpreMedia and CEO/Publisher of La Opinión; previously President & CEO of The College Futures Foundation (Dec 2017–Jul 2022). Served as Target’s Lead Independent Director from 2021 until January 2025 and currently chairs the Compensation & Human Capital Management Committee and serves on Governance & Sustainability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The College Futures Foundation | President & CEO | Dec 2017 – Jul 2022 | Led philanthropic efforts in higher-education access |
| ImpreMedia, LLC / U.S. Hispanic Media, Inc. | Chair & CEO; CEO & Publisher (La Opinión) | Various years | Early digital adoption; leadership in Hispanic media |
| Aspen Institute Latinos and Society | Co-founder; Advisory Board Chair | Jan 2015 – Oct 2019 | Strategic advisory leadership |
| Weingart Foundation | Director | Current | Non-profit board service |
External Roles
| Company | Role | Status |
|---|---|---|
| Apple Inc. | Director | Current |
| Bank of America Corporation | Director | Current |
| The Walt Disney Company | Director | Prior |
| Tenet Healthcare Corporation | Director | Prior |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Management; Member, Governance & Sustainability .
- Lead Independent Director: Served 2021–Jan 2025; succeeded by Christine A. Leahy as part of rotation policy .
- Independence: Board determined all non-employee directors are independent .
- Attendance: Board met 6 times in FY2024; all directors attended at least 85% of meetings and all attended the 2024 annual meeting .
- Committee meeting cadence (FY2024): Audit & Risk (8), Compensation & HCM (5), Governance & Sustainability (5), Infrastructure & Finance (5) .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $120,000 | Cash+RSUs program; paid quarterly |
| RSUs (grant-date fair value) | $190,074 | 1,148 units granted on Mar 2024; vest quarterly; convert to shares upon Board departure |
| Committee Chair fee (Comp & HCM) | $25,000 | Paid in cash or RSUs per election |
| Lead Independent Director fee (through Jan 2025) | $35,000 | Transitioned out Jan 2025 |
| Fees earned (cash) | $180,000 | Includes role-based fees |
| Total (cash+stock) | $370,074 | FY2024 director compensation total |
- Program design: Non-employee directors elect either cash+RSUs (target $310k) or RSUs-only ($310k); RSUs accrue dividend equivalents and vest quarterly in the fiscal year granted .
Performance Compensation
- No performance-based elements are disclosed for non-employee directors; director equity consists of time-vested RSUs that vest quarterly and convert upon departure from the Board .
Other Directorships & Interlocks
| Company | Potential Relationship | Note |
|---|---|---|
| Apple Inc. | Vendor/technology ecosystem | Board service disclosed; independence affirmed for non-employee directors at Target |
| Bank of America | Financial services | Board service disclosed; no Target-related-party transaction reported for Lozano |
Expertise & Qualifications
- Senior leadership; marketing/brands; human capital; digital tools/data analytics; financial management; risk management; reputation management; sustainability & governance .
- Biography emphasizes early digital transformation in media and oversight experience across audit, compensation, governance, risk, and ethics committees at other boards .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Stock ownership guideline (Directors) | 5x annual cash retainer | Includes RSUs/PBRSUs at minimum payout and deferred equivalents |
| Ownership for guideline calculation | 20,197 shares | As of Apr 9, 2025 |
| Multiple of guideline | 16.4x | Exceeds requirement |
| Beneficial ownership (SEC definition) | 18,817 shares | Includes shares issuable within 60 days; sole voting/investment power |
| Hedging/pledging | Prohibited; in compliance | Applies to Board members |
Insider Trades (Form 4)
| Transaction Date | Type | Units | Post-Transaction Ownership | Source |
|---|---|---|---|---|
| 2025-03-12 | RSU award (A) | 1,841 | 20,197 | |
| 2024-03-13 | RSU award (A) | 1,148 | 17,753 |
Governance Assessment
- Strengths: Independent chairing of Compensation & HCM, prior Lead Independent Director service with robust responsibilities (meeting convening, CEO review, shareholder engagement); high attendance; exceeds ownership guideline (16.4x) aligning incentives; anti-hedging/anti-pledging compliance .
- Pay oversight quality: Semler Brossy retained as independent consultant; comprehensive CD&A governance and clawback frameworks; strong say-on-pay support at 93.2% in 2024 indicating investor confidence in compensation governance .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Lozano; overall Board independence affirmed .
RED FLAGS: None disclosed specific to Lozano (no pledging, no related-party transactions, attendance solid). Monitor multi-board commitments per Target guidelines (≤4 public boards for non-CEO directors) and role rotations; Lozano’s current commitments (Target, Apple, Bank of America) appear within policy .