Robert L. Edwards
Director at TGT
Board
About Robert L. Edwards
Independent director of Target Corporation since 2015 (age 69). Former President & CEO of Safeway Inc. and AB Acquisition LLC (Albertsons–Safeway), and former CFO at Safeway, Maxtor, and Imation; designated by the Board as an “audit committee financial expert.” Serves on Target’s Audit & Risk and Infrastructure & Finance Committees; all non‑employee directors (including Edwards) are independent, and the Board reported at least 85% attendance for all directors in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safeway Inc. | President & CEO; President & CFO; EVP & CFO | Not disclosed | Led large U.S. food & drug retailer; finance leadership |
| AB Acquisition LLC (Albertsons–Safeway) | President & CEO | Not disclosed | Integration leadership post‑merger |
| Maxtor Corporation | Executive role (CFO) | Not disclosed | Corporate finance leadership |
| Imation Corporation | Executive role (CFO) | Not disclosed | Corporate finance leadership |
| Santa Fe Industries | Finance, administration, corporate development | Not disclosed | Increasing responsibilities across finance/admin |
External Roles
| Company | Role | Status | Tenure | Committees |
|---|---|---|---|---|
| Blackhawk Network Holdings, Inc. | Director | Past | Not disclosed | Not disclosed |
| Flextronics International Ltd. | Director | Past | Not disclosed | Not disclosed |
| KKR Financial Holdings LLC | Director | Past | Not disclosed | Not disclosed |
| Safeway Inc. | Director | Past | Not disclosed | Audit/Comp/Gov/Finance exposure noted generally |
| Spansion Inc. | Director | Past | Not disclosed | Not disclosed |
| Current public company boards | — | None | — | — |
Board Governance
- Committee assignments: Audit & Risk (member), Infrastructure & Finance (member) .
- Chair roles: Served as Audit & Risk Chair until June 2024; Dmitri Stockton became Chair thereafter (committee chair fees applied) .
- Audit committee financial expert: Board determined Edwards qualifies under SEC rules .
- Independence: Board affirmed all non‑employee directors as independent; Cornell is the only non‑independent director .
- Attendance: Board met six times in FY2024; all directors attended at least 85% of Board and committee meetings on which they served. FY2024 meetings: Audit & Risk (8), Compensation (5), Governance (5), Infrastructure & Finance (5) .
- Tenure policies: Mandatory retirement at 75; maximum 20‑year term; Edwards at 10 years of service in 2025 is within limits .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid pro‑rata quarterly; option to defer to DDCP |
| Committee chair fee (Audit & Risk Chair) | $25,000 | Additional annual compensation for chair roles; applied in cash or RSUs per election |
| Lead Independent Director fee | N/A | $35,000 applies to LID; Edwards was not LID |
| Fees earned (actual) | $130,417 | Edwards’ FY2024 cash fees; reflects role/election mix |
Program stability: No changes to non‑employee director compensation in FY2024; philosophy targets $310,000 total value via cash+RSUs or RSUs‑only .
Performance Compensation
| Equity Component | Grant Units | Grant Date Fair Value | Vesting | Other Terms |
|---|---|---|---|---|
| Annual RSUs (FY2024) | 1,148 | $190,074 | Vest quarterly during fiscal year | RSUs granted in March; dividend equivalents accrue in RSUs; convert to common stock upon Board departure |
| RSUs outstanding at FY2024 year‑end | None | — | — | At fiscal year‑end, directors held no unvested RSUs |
| Performance Metric | Threshold/Target/Max | Application to Director Pay |
|---|---|---|
| None (time‑based RSUs only) | — | Director equity is time‑based; no performance metrics (no PSUs/options) |
Other Directorships & Interlocks
- Current public boards: None (reduces outside commitments risk) .
- Past roles include Safeway CEO; while Safeway/Albertsons competes in food retail, Target’s related‑party policy notes no related‑party transactions involving Edwards in the past three years; the only disclosed related‑party transaction involved another director’s family member and was immaterial .
- Independence determinations considered business interactions of other directors; none impaired independence, and none were related‑party transactions for Edwards .
Expertise & Qualifications
- Retail and operations: CEO of Safeway/AB Acquisition; deep food & drug retail operations and supply chain exposure .
- Finance: CFO experience at Safeway, Maxtor, and Imation; audit committee financial expert designation by Target’s Board .
- Risk/Information security: Board skill matrix lists risk management and information security/data privacy among Edwards’ qualifications .
Equity Ownership
| Measure | Shares/Units | Detail |
|---|---|---|
| Beneficial ownership (Total) | 30,889 | 20,889 shares issuable within 60 days from vested RSUs; 10,000 other shares held |
| Stock ownership guidelines | 5x annual cash retainer | Director guideline; equity counted includes RSUs/PBRSUs and share equivalents; PSUs excluded |
| Ownership counted for guidelines | 32,269 | RSUs & PBRSUs: 22,269; other shares: 10,000 |
| Guideline multiple achieved | 26.3x | Exceeds 5x requirement (price $97.69 as of Apr 9, 2025) |
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert credentials; current roles on Audit & Risk and Infrastructure & Finance support oversight of financial reporting, ERM, capital allocation, and significant transactions .
- High ownership alignment: 26.3x cash retainer vs 5x guideline; beneficial ownership of 30,889 shares demonstrates skin‑in‑the‑game .
- Attendance acceptable: Board reports ≥85% for all directors; committee engagement evidenced by FY2024 meeting cadence .
- Compensation structure conservative: time‑based RSUs, no options or performance manipulation risk; stable program with peer benchmarking via Semler Brossy .
- Potential concerns/RED FLAGS:
- None disclosed for Edwards on related‑party transactions, pledging, hedging, or legal proceedings; independence affirmed .
- Prior competitor leadership (Safeway/Albertsons) is historical; not a current interlock or related‑party transaction per Board policy disclosure .
Committee focus implications for investors:
- Audit & Risk: Oversight of accounting integrity, auditor independence, compliance/ethics, ERM (including cybersecurity, supply chain responsibility); Edwards’ finance background supports effectiveness .
- Infrastructure & Finance: Oversight of investment activity, capital allocation, financing, liquidity, risk management, and major transactions—critical for CapEx, buybacks/dividends, and balance sheet resilience .
Fixed Compensation (Detail Table)
| Metric | FY2024 |
|---|---|
| Annual cash retainer ($) | $120,000 |
| Committee chair fee ($) | $25,000 (Audit & Risk Chair) |
| Fees earned (cash) ($) | $130,417 |
Performance Compensation (Detail Table)
| Metric | FY2024 |
|---|---|
| RSUs granted (#) | 1,148 |
| RSUs grant date fair value ($) | $190,074 |
| RSU vesting | Quarterly during fiscal year |
| RSU grant timing | March annually |
| Dividend equivalents | Accrued as additional RSUs |
| Unvested RSUs at year‑end | None |
Other Director Compensation Elements
- Merchandise and wellness discounts: 10% Target merchandise; 20% on select wellness products during service and post‑retirement; accidental death life insurance $100,000 .
- Program design: Directors may elect RSUs‑only ($310,000) or cash+RSUs ($120,000 cash + $190,000 RSUs) annually; additional roles paid in cash or RSUs per election .
Related Party Transactions (Policy and Disclosure)
- Policy requires Audit & Risk Committee review and approval of transactions >$120,000 involving directors/executives and immediate family; prohibits transactions inconsistent with shareholder interests .
- FY2024 disclosure: One immaterial supplier transaction related to another director’s family member; Board affirmed independence; no Edwards‑related transactions disclosed .
Say‑on‑Pay & Shareholder Feedback (Context)
- Robust shareholder engagement; Board responsiveness; LID expected to be available for engagement. This supports governance quality around compensation oversight though primarily for executives .
Expertise & Qualifications (Summary)
- Retail industry, senior leadership, finance, risk management, information security/data privacy, global supply chain, reputation management; developed over 40+ years across Safeway, Maxtor, Imation, Santa Fe Industries; Board cites enhanced oversight capability from public board service .
Governance Quality Signals
- Committee rotation guideline (4–6 years) and LID provisions underscore independent oversight; Edwards’ transition from Audit & Risk Chair aligns with policy .
- Majority voting, annual elections, proxy access, single‑class voting reinforce accountability .