Board Skills & Diversity
Our Corporate Governance Guidelines provide the following general Board membership criteria:
- Directors are to have broad perspectives, experience, knowledge, and independent judgment, and a high degree of interest and involvement.
- The Board as a whole should consist predominantly of persons with strong business backgrounds that span multiple industries.
- The Board seeks directors who can bring different sets of experiences and perspectives to the Board. It is the policy of the Board to include, and to instruct search firms and others who assist in identifying director candidates to include, candidates that identify as members of historically underrepresented groups in the pool of potential director candidates to be considered by the Governance & Sustainability Committee.
Independent director skills and diversity matrix
The Board believes that its members' collective backgrounds, skills, and experiences make it well-qualified to exercise oversight responsibilities on behalf of Target’s shareholders and other stakeholders. The following tables describe key characteristics of our business, desired skills for overseeing those business characteristics, director qualifications for possessing those skills, and the self-identified skills and individual diversity attributes for each independent member of our Board nominated for election at the 2024 annual meeting of shareholders. The Governance & Sustainability Committee uses the general membership criteria listed in our Corporate Governance Guidelines (and described above), along with the desired skills and qualifications listed in the following table, to identify, screen, and recruit director candidates and make director nomination recommendations to the full Board.
| Target’s business characteristics | Desired skill | Director qualifications for possessing the skill |
|---|---|---|
| Target is a large retailer that offers everyday essentials and fashionable, differentiated merchandise at discounted prices in stores and through digital channels. | Retail industry experience | Executive officer level experience or service on the board of directors at a large retail or consumer products company. |
| Target’s scale and complexity requires strong leadership to align our team, technology, and operations across many areas, including marketing, merchandising, supply chain, fulfillment, real estate, finance, sustainability, and corporate responsibility. | Senior leadership | Experience in an executive officer level role or senior government leadership role. |
Our brand is the cornerstone of our strategy to offer a preferred shopping experience for our guests that differentiates us in the marketplace. | Marketing / Brands | Executive officer level experience in marketing or managing well-known brands or the types of consumer products we sell, or service on the board of directors of a marketing or consumer products company. |
We have a large and global workforce, which represents one of our key resources, as well as one of our largest operating expenses. | Human capital management | Executive officer level experience managing a large or global workforce or DE&I strategy, or experience on a board of directors overseeing those functions. |
| Leveraging our stores-as-hubs to efficiently provide an engaging, convenient, safe, and differentiated shopping experience for guests, whether they purchase online or physically in-store, requires significant capital deployment, a large network of facilities and real estate, and effective resource allocation to support our business and infrastructure needs at scale. | Capital deployment | Experience with capital deployment for business operations, real estate transactions or property management, or mergers and acquisitions; actively supervising someone performing similar functions; or service on a board of directors overseeing those functions. |
Our business involves sourcing merchandise domestically and internationally from numerous vendors and distributing it through our fulfillment network. | Global supply chain | Executive officer level experience or service on the board of directors of a company with global supply chain operations. |
| Maintaining and enhancing our relevancy to deepen our engagement with guests and requires a variety of digital tools and data analytics to support many aspects of our operations, including loyalty programs, merchandising, and fulfillment. | Digital tools / Data analytics | Experience in digital platforms, digital media, customer loyalty programs, or data analytics; actively supervising someone performing similar functions; or service on the board of directors of a digital platforms, digital media, or data analytics company. |
| Securing and appropriately handling the information we receive and store about our guests, Team Members, vendors, and other third parties is important to us. | Information security / Data privacy | Experience in information security, cybersecurity, or data privacy; actively supervising someone performing similar functions; or service on a board of directors overseeing those functions. |
| We are a large public company with a disciplined approach to financial management and accurate disclosure. | Financial management | Qualification as an “audit committee financial expert” under applicable SEC rules; executive officer level experience in financial management, reporting, or planning and analysis; or experience on a board of directors overseeing any of those finance functions. |
| We are subject to a variety of risks and seek to identify, assess, and manage those risks for the long-term success of our business and to meet our legal and regulatory obligations. | Risk management | Executive officer level experience in enterprise risk management; actively supervising someone performing similar functions; or service on a board of directors overseeing those functions. |
| To be successful, we must preserve, grow, and leverage the value of our reputation with our guests, Team Members, vendors, the communities in which we operate, and our shareholders and appropriately respond to crisis events affecting those stakeholders. | Reputation management | Experience in community relations, public service, government affairs, corporate governance, or crisis response; actively supervising someone performing similar functions; or service on a board of directors overseeing any of those functions. |
| We seek to identify, assess, and prioritize the sustainability and governance matters that will help fortify our business, drive long-term growth and value creation for our business and our shareholders, and help ensure our team and communities continue to thrive. | Environmental, social, and governance | Experience in strategies supporting sustainable long-term value creation or any matters included in our sustainability and governance priorities; actively supervising someone performing similar functions; or service on a board of directors overseeing any matters included in our sustainability and governance priorities. |