Prat Vemana
Chief Information and Product Officer at TGT
Executive
About Prat Vemana
Executive Vice President and Chief Information and Product Officer at Target; joined Target in 2022 after serving as Chief Digital Officer at Kaiser Permanente and senior digital/product roles at Home Depot and Staples. He leads technology, product engineering, cybersecurity, data platforms, data science, user experience, and enterprise product teams, now reporting directly to CEO Brian Cornell and overseeing Target in India’s global capability center . Education: BS in Computer Science & Engineering (University of Madras) and MBA (MIT Sloan) . Company performance context during his tenure (fiscal years covering 2022–2024) shows Target TSR of 139.81 in FY2024 vs retail peer group 229.60, Net Income $4,091 million, and Merchandise Sales of $104,820 million, which underpin executive pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Target | EVP & Chief Information and Product Officer | 2025–Present | Elevated to CIPO, expanded remit to all technology and product; direct report to CEO; added leadership of Target in India |
| Target | EVP & Chief Digital and Product Officer | 2022–2025 | Drove digital guest experience, expanded Target Plus marketplace, strengthened enterprise product operating model |
| Kaiser Permanente | SVP & Chief Digital Officer | 2019–2022 | Led digital strategy, telehealth rollout, cloud modernization, enterprise architecture governance |
| The Home Depot | Chief Product & Experience Officer; VP Online | 2015–2019 | Oversaw major supply chain/digital transformation and e-commerce/product leadership |
| Staples | VP Global eCommerce, Product & Analytics | 2010–2015 | Led digital commerce/product; involved in acquisitions integration (Runa, PNI Digital Media) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Frontier Communications | Director; Audit Committee | 2023–Present | Technology leadership and consumer-market expertise supporting board oversight |
Fixed Compensation
- Specific cash compensation for Prat Vemana (base salary, target bonus, actual bonus) is not disclosed in the proxy because he was not a named executive officer (NEO) in FY2024; Target discloses cash comp for NEOs only .
- Executive compensation framework emphasizes base salary at <20% of Annual TDC for NEOs as context for Leadership Team pay mix .
Performance Compensation
Target’s executive incentive structure (applies to Leadership Team/NEOs; framework likely governs senior executives):
| Program Element | Metric | Weighting/Design | FY2024 Target | FY2024 Actual | Payout Mechanics |
|---|---|---|---|---|---|
| STIP – Financial | Merchandise Sales | 33.5% (half of financial 67%) | $105,776m | $104,820m | 82% of goal for financial component overall; contributes 54.9% weighted payout |
| STIP – Financial | Incentive Operating Income | 33.5% (half of financial 67%) | $6,401m | $5,994m | Included in 82% financial payout; part of 54.9% weighted payout |
| STIP – Team Scorecard | Strategic priorities | 33% | N/A | N/A | 85% payout; contributes 28.1% weighted payout |
| STIP – Total | Combined | 100% | — | — | Total STIP payout 83% of goal for Non-CEO NEOs; 166% of base for CEO |
| LTI – PSUs | Adj. Merchandise Sales CAGR | 60% of annual LTI in PSUs; relative vs retail peers | — | Rank 15/21; 42% payout | PSU overall contributed to 61.6% combined LTI payout |
| LTI – PSUs | EPS CAGR | — | — | Rank 14/21; 40% payout | Included in PSU outcome |
| LTI – PSUs | ROIC | — | — | Rank 8/21; 103% payout | Included in PSU outcome |
| LTI – PBRSUs | Relative TSR | 40% of annual LTI in PBRSUs | — | TSR –37.0% vs peers rank 14/20 | 100% payout for PBRSUs |
- Annual LTI awards are 100% performance-based (relative metrics) and comprise the majority of executive compensation .
- Payout ranges: STIP 0–200%, PSUs 0–200%, PBRSUs 75–125% .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 20,681 common shares directly owned (Form 3 filed May 30, 2025; event date May 25, 2025) |
| Derivatives/Options | None reported on Form 3 |
| Pledging/Hedging | Target policies prohibit hedging and pledging for executives, a formal risk-mitigation element in compensation governance |
| Ownership Guidelines | Leadership Team must hold equity equal to 3x base salary; includes RSUs/PBRSUs at minimum payout, excludes PSUs; 5-year compliance window from appointment, with mandatory retention of net shares until compliant |
Employment Terms
| Term | Provision | Evidence |
|---|---|---|
| Employment start at Target | Joined in 2022; elevated to CIPO in 2025 | |
| Severance plan | Income Continuation Plan (ICP) provides up to 2x base salary + average of last 3 years’ short‑term incentives, paid over 24 months, plus $30,000 outplacement, for involuntary termination without cause (applies to executive officers; referenced in multiple executive departures) | |
| Change‑in‑Control treatment | Double trigger; accelerates 100% of goal payout shares for PSUs/PBRSUs and 100% of RSUs upon qualifying CIC + termination | |
| Vesting on various terminations | Retirement eligible and death/disability provisions accelerate earned payouts; involuntary non‑cause accelerates 50% of certain RSUs/PBRSUs per award terms | |
| Clawback | Recovery of compensation for intentional misconduct causing material financial/reputational harm or restatement | |
| Non‑compete/Non‑solicit | Company practice includes post‑employment covenants in severance agreements for senior officers (illustrated in prior 8‑Ks) |
Investment Implications
- Pay‑for‑performance alignment: Target’s executive incentive architecture ties payouts to Merchandise Sales, Incentive Operating Income, and multi‑year relative metrics (EPS, ROIC, TSR), creating high sensitivity to operating execution and peer‑relative performance—key for assessing confidence in technology-led growth under Vemana’s remit .
- Retention and selling pressure: Form 3 shows a modest direct shareholding (20,681) and no derivatives; anti‑hedging/pledging and ownership‑guideline retention requirements dampen near‑term selling pressure and encourage alignment, though lack of disclosed RSU/PSU holdings limits visibility into unvested equity and potential forced sales at vest .
- Change‑of‑control economics: Double‑trigger vesting and ICP severance reduce transition friction but can create event‑driven payout optionality; investors should monitor executive leadership changes and corporate actions as potential catalysts .
- Execution risk vs value creation: Company‑level metrics show mixed relative performance in FY2024 (e.g., TSR lagging retail peers), placing emphasis on Vemana’s technology/product initiatives (AI, trend intelligence, marketplace, India GGC leadership) to improve growth and profitability vectors tied directly to incentive metrics .