Director independence
The Board believes that a majority of its members should be
independent directors. The Board annually reviews all
relationships that directors have with Target to affirmatively
determine whether the directors are independent. If a director
has a material relationship with Target, that director is not
independent. The listing standards of the NYSE also detail
certain relationships that, if present, preclude a finding of
independence. The Board affirmatively determined that all
non-employee directors are independent. Mr. Cornell is the
only director employed by Target and is not independent.
In making its independence determination, the Board
specifically considered the following transactions during the
past three years and concluded that none of them impaired
any director’s independence:
•Ms. Boudreaux serves as President & Chief Executive
Officer of Elevance Health, Inc., from which we obtained the
wellness services that previously comprised our Team
Member life resources program; and
•Ms. Leahy serves as President & Chief Executive Officer of
CDW Corporation, from which we purchased supplies,
merchandise, equipment, software, servicing, repairs, and
maintenance.
Each of the transactions listed in this “Director independence”
section involved amounts that represented an immaterial
percentage of our, and the other entity’s, revenues, and were
well below the amounts that would preclude a finding of
independence under the NYSE listing standards. In addition,
none of the transactions listed in this “Director independence”
section are related-party transactions because none of the
directors have a direct or indirect material interest in the listed
transactions.
Policy on transactions with related persons
The Board has adopted a written policy requiring that any
transaction: (a) involving Target, (b) in which one of our
directors, nominees for director, executive officers, or greater
than five percent shareholders, or their immediate family
members, have a direct or indirect material interest, and (c)
where the amount involved exceeds $120,000 in any fiscal
year, be approved by a majority of independent directors of
the full Board or by a designated Committee. The Board has
designated the Audit & Risk Committee as having
responsibility for reviewing and approving all such transactions
except those dealing with compensation of executive officers
and directors, or their immediate family members, in which
case it will be reviewed and approved by the Compensation &
Human Capital Management Committee.
In determining whether to approve any such transaction, the
independent directors or relevant Committee must consider, in
addition to other factors deemed appropriate, the material
facts of the transaction and whether the transaction is on
terms no less favorable to Target than those involving
unrelated parties. The Audit & Risk Committee must prohibit
any transaction it determines to be inconsistent with the
interests of Target and its shareholders. No director may
participate in any review or approval of any transaction if the
director, or the director’s immediate family member, is a party
to the transaction.
The Audit & Risk Committee approved one related party
transaction in accordance with this policy during Fiscal 2024.
Donald Knauss, a non-employee director, has a son who is
employed as a sales representative by a supplier from which
Target purchases wholesale merchandise. Mr. Knauss’s son
represented the supplier in its relationship with Target
Corporation during Fiscal 2024. We purchased approximately
$18 million of merchandise from the supplier in Fiscal 2024,
which represented less than 0.02% of our annual revenues.
Target’s decisions regarding purchases of merchandise from
its suppliers are made by Team Members in the merchandising
departments and no member of the Board has any input or
involvement in such decisions. The transaction involving Mr.
Knauss’s son did not affect Mr. Knauss’s independence and
the Board affirmatively determined that Mr. Knauss is
independent.
Business ethics and conduct
We are committed to conducting business ethically and
lawfully. All of our directors and executive officers, like all
Team Members, are required to act with honesty and integrity.
Our Code of Ethics, which applies to all Team Members,
including our executive officers and Chief Accounting Officer &
Controller, establishes expectations to guide ethical decision-
making, including putting ethics into action, working together,
maintaining trust, conducting business fairly, and safeguarding
what’s ours. Included within those topics is how we address
conflicts of interest, fair dealing, required information
disclosures and compliance with laws, rules and regulations,
and prompt reporting. Our Code of Ethics also describes the
means by which any Team Member can provide an
anonymous report of an actual or apparent violation of our
Code of Ethics.
Similarly, our directors are subject to a separate Code of
Ethics contained within our Corporate Governance Guidelines,
which is tailored to the unique role fulfilled by members of the
Board and addresses conflicts of interest, corporate
opportunities, maintaining confidentiality, compliance with
laws, fair dealing, and compliance procedures.
Our Code of Ethics applicable to all Team Members and our
Corporate Governance Guidelines containing the Code of
Ethics applicable to members of the Board are available on
Target’s website, as described in Question 16 “How may I
access or receive the proxy materials, other periodic filings,
