Target says pay for ousted CEO too high

Bowing to shareholder complaints that Target CEO Gregg Steinhafel's pay was too high, Target's board slashed his 2013 compensation by 37% and said the since-fired executive will have to pay back more than $5.4 million in retirement benefits.

Steinhafel, a 35-year Target veteran, was ousted May 5 following a computer hacking scandal that impacted millions of customers, plunging earnings and an ill-fated store expansion into Canada. In his last full year as CEO, Steinhafel's compensation sank to $12.9 million from $20.6 million in 2012, Target said Monday it its annual proxy.

In an era of increasingly large CEO pay packages, Target's board said it had "exercised negative discretion'' last year, giving Steinhafel and other senior managers no short-term incentive awards. Other execs, including interim CEO John Mulligan, had compensation fall 10% to 16%.

Target's proxy terms Steinhafel's exit as an "involuntary termination," but he remains in an advisory role until August and is bonus-eligible based on the company's 2014 financial performance. And while he's losing about $1.5 million from his pension, Steinhafel's golden parachute is worth more than $54 million, including $43 million in deferred compensation, $7.2 million in severance and $4 million in stock. Steinhafel also gained nearly $14 million from stock options and vested shares last year, Target said.

The company did not disclose which shareholders had pressured the board on executive pay, but said it had met with two proxy advisory firms and those representing 40% of outstanding shares.

Target's board will also make it harder for executives to receive generous pay packages. It's ending stock option grants and replacing restricted stock grants with performance-based equity awards based on shareholder return.

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Two other shareholder proposals are heading to a vote at Target's a! nnual meeting on June 11.

Richard Will wants Target eliminate company paid perks, including car allowances, personal use of company aircraft, financial management expenses, executive physicals, parking and spousal travel. "Their total compensation seems to be sufficient to enable these executives to be able to pay easily for these perquisites,'' Will says.

Target, which wants Will's proposal rejected, says eliminating executive perks would "put the company at a competitive disadvantage by eliminating a common pay element."

Another shareholder, long-time activist John Chevedden, wants Target to split the roles of CEO and Chairman, saying companies who have separate board chairs have improved corporate governance.

Target says separating the jobs would not deliver additional shareholder benefits.

Target's total shareholder return over the past three years is 11%.