Target Corp. eliminated some stock payouts normally given to top executives as penalty for the company’s failed expansion in Canada, a regulatory filing showed Monday.
The move dented the portfolios of Target’s leaders since they won’t have shares they might have otherwise received as part of their 2014 compensation. Their base pay wasn’t affected by the move, and most of the executives took home more in salary and bonuses last year than in 2013.
The problems in Canada even reduced compensation to Gregg Steinhafel, the former chief executive who was ousted last May.
New CEO Brian Cornell, who joined the Minneapolis-based retailer in August, took home $809,000 in base salary, bonuses and other compensation. That does not include $27 million in stock awards Target gave him, including $14 million in a “make-whole grant” to replace the stock awards he forfeited when he left PepsiCo Inc. to come to Target. Those and other stock awards were not included in his compensation for last year because they had not yet been exercised or vested.
In 2014, Steinhafel received about $865,000 in base salary and a two-year severance package that will begin this year. Like other top officers, the short-term incentive benefit that he was eligible for last year was eliminated as penalty for the failed expansion in Canada. That amounted to about $10 million in stock value.
Other company officers forfeited stock awards valued at around $3.5 million to $6 million.
Facing pressure from shareholders in recent years, Target’s board has moved to better tie executive compensation to the performance of the company — especially after concerns were raised about Steinhafel’s high level of pay compared with his peers. In 2013, the retailer received such 52 percent approval for its executive compensation plan in the “say on pay” vote. But after the board made changes to link pay more closely to performance, shareholders gave the company higher marks with 78 percent approval last year.
In the filing, called a proxy statement, Target’s board said the decision to shutter Target’s 133 stores in Canada earlier this year after less than two years of operating them was the right thing to do. But, in accordance with the terms of the plans, board members decided executives should forfeit some long-term and short-term compensation as a penalty.
As a result, Target executives received no short-term awards for the second year in a row. The previous year, they were penalized for poor financial results.
“The board of directors and compensation committee recognize that the current management team no longer includes those most directly responsible for developing and executing Target’s strategy to enter Canada,” the proxy statement said. “The current team, however, worked tirelessly to salvage that strategy and, together with our board, ultimately made the tough decision — and the right one for shareholders — to discontinue our Canadian operations while strengthening performance in the U.S.”
The board also approved bonus payments for top executives for their performance during the transition between Steinhafel’s departure and Cornell’s arrival.
In addition, the company laid out new “strategic alignment awards” that will depend on the current management team’s performance over the next two years against the five strategic goals that Cornell outlined for investors in March. Those priorities include elevating Target’s signature categories such as baby and home as well as strengthening its online capabilities.
Jeff Jones, the retailer’s chief marketing officer, also received a bump of $25,000 to his base salary for his “leadership in rebuilding the brand following the data breach,” the proxy said.
One of Target’s more controversial board members, James Johnson, will retire this year. He will reach the board’s mandatory retirement age of 72 later this year. Johnson, the former CEO of Fannie Mae, received the lowest amount of support at last year’s annual meeting, with 63 percent of shareholder votes.
Board member Doug Baker, CEO of Ecolab, was appointed to succeed Johnson as lead independent director.
Target will hold its shareholders meeting on June 10 in San Francisco.