Share-Based Compensation

12 Months Ended

Feb. 03, 2024

Share-Based Payment Arrangement [Abstract]

We maintain a long-term incentive plan for key team members and non-employee members of our Board of Directors. This plan allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards). The number of unissued common shares reserved for future grants under this plan was 29.4 million as of February 3, 2024.

Compensation expense associated with share-based awards is recognized on a straight-line basis over the required service period and reflects estimated forfeitures. Share-based compensation expense recognized in SG&A Expenses was $255 million, $224 million, and $238 million, and the related income tax benefit was $56 million, $52 million, and $45 million, in 2023, 2022, and 2021, respectively.

Restricted Stock Units

We issue restricted stock units and performance-based restricted stock units generally with 3-year cliff or 4-year graduated vesting from the grant date (collectively restricted stock units) to certain team members. The final number of shares issued under performance-based restricted stock units is based on our total shareholder return relative to a retail peer group over a 3-year performance period. We also regularly issue restricted stock units to our Board of Directors, which vest quarterly over a 1-year period and are settled in shares of Target common stock upon departure from the Board. The fair value for restricted stock units is calculated based on our stock price on the date of grant, incorporating an analysis of the total shareholder return performance measure where applicable. The weighted average grant date fair value for restricted stock units was $160.91, $208.80, and $186.98 in 2023, 2022, and 2021, respectively.


Restricted Stock Unit Activity	Total Nonvested Units
	Restricted Stock (a)	Grant Date Fair Value (b)
January 28, 2023	3,321	$	167.25
Granted	2,138	160.91
Forfeited	(304)	174.90
Vested	(1,359)	144.37
February 3, 2024	3,796	$	171.61

(a)Represents the number of shares of restricted stock units, in thousands. For performance-based restricted stock units, assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding restricted stock units and performance-based restricted stock units as of February 3, 2024 was 3.68 million.

(b)Weighted average per unit.

The expense recognized each period is partially dependent upon our estimate of the number of shares that will ultimately be issued. As of February 3, 2024, there was $362 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted average period of 2.5 years. The fair value of restricted stock units vested and converted to shares of Target common stock was $213 million, $321 million, and $323 million in 2023, 2022, and 2021, respectively.

Performance Share Units

We issue performance share units to certain team members that represent shares potentially issuable in the future. Issuance is based upon our performance, generally relative to a retail peer group, over a 3-year or 4-year performance period on certain measures primarily including sales growth, after-tax return on invested capital, and earnings per share growth. The fair value of performance share units is calculated based on our stock price on the date of grant. The weighted average grant date fair value for performance share units was $162.54, $216.63, and $179.58 in 2023, 2022, and 2021, respectively.


Performance Share Unit Activity	Total Nonvested Units
	Performance Share Units (a)	Grant Date Fair Value (b)
January 28, 2023	1,887	$	152.26
Granted	738	162.54
Forfeited	(361)	189.38
Vested	(770)	109.78
February 3, 2024	1,494	$	182.98

(a)Represents the number of performance share units, in thousands. Assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding performance share units as of February 3, 2024 was 0.75 million.

(b)Weighted average per unit.

The expense recognized each period is partially dependent upon our estimate of the number of shares that will ultimately be issued. Future compensation expense for unvested awards could reach a maximum of $155 million assuming payout of all unvested awards. The unrecognized expense is expected to be recognized over a weighted average period of 1.4 years. The fair value of performance share units vested and converted to shares of Target common stock was $127 million, $178 million, and $127 million in 2023, 2022, and 2021, respectively.

Stock Options

In the past, we granted stock options to certain team members. All outstanding stock options are vested and currently exercisable.


Stock Option Activity	Stock Options
	Total Outstanding & Exercisable
	Number of Options (a)	Exercise Price (b)		Intrinsic Value (c)
January 28, 2023	122	$	56.07	$	14


Exercised	(67)	56.47
February 3, 2024	55	$	55.60	$	5

(a)In thousands.

(b)Weighted average per share.

(c)Represents stock price appreciation subsequent to the grant date, in millions.


Stock Option Exercises (millions)	2023		2022		2021
Cash received for exercise price	$	—	$	4	$	8
Intrinsic value	5		11		45
Income tax benefit	1		2		11

As of February 3, 2024, there was no unrecognized compensation expense related to stock options. The weighted average remaining life of exercisable and outstanding options is 0.2 years.