8-KLeadership ChangesExhibits & Filings

TARGET CORP 8-K Report, Executive Changes (Jul 31, 2014)

Filed July 31, 2014For Securities:TGT

Summary

This 8-K filing by Target Corporation announces a significant leadership change with the appointment of Brian C. Cornell as Chief Executive Officer, effective August 12, 2014. Mr. Cornell also joins the Board of Directors and will serve as Chairman. His extensive experience, including previous CEO roles at PepsiCo Americas Foods and Sam's Club, positions him to lead Target through its current challenges. Investors should note the comprehensive compensation package designed for Mr. Cornell, including a substantial base salary, incentive plans, and significant stock-based awards. A notable component is the "Make-Whole" equity grant and pro-rata bonus payment intended to compensate him for forfeiting incentives from his previous employer. This leadership transition and compensation structure are key events for shareholders to monitor as the company navigates its strategic direction.

Key Highlights

  • 1Brian C. Cornell appointed CEO of Target Corporation, effective August 12, 2014.
  • 2Mr. Cornell will also serve as Chairman of the Board of Directors.
  • 3Cornell brings significant retail leadership experience from roles at PepsiCo and Walmart (Sam's Club).
  • 4Cornell's base salary will be $1,300,000 annually.
  • 5He is eligible for a 150% target incentive opportunity under the Short-Term Incentive Plan and substantial stock-based awards.
  • 6A "Make-Whole Equity Grant" valued up to $19,250,000 and a "Make-Whole Pro-Rata Annual Bonus Payment" are included to offset forfeited former employer incentives.
  • 7The filing includes Target's press release announcing these changes as an exhibit.

Frequently Asked Questions

Brian C. Cornell is the newly appointed Chief Executive Officer of Target Corporation. He has a strong background in retail leadership, having previously served as the CEO of PepsiCo Americas Foods and the CEO and President of Sam's Club, a division of Walmart Stores, Inc.

Mr. Cornell's compensation includes an annual base salary of $1,300,000, eligibility for a short-term incentive plan with a target of 150% of base salary, and significant stock-based awards. Additionally, he will receive a 'Make-Whole Equity Grant' valued up to $19,250,000 and a 'Make-Whole Pro-Rata Annual Bonus Payment' to compensate for incentives forfeited from his previous employer.

The 'Make-Whole Equity Grant' is a significant equity award designed to compensate Mr. Cornell for incentive awards he is forfeiting by leaving his previous employer. This grant has a target value of $19,250,000 (less any retainable awards) and is structured with a mix of restricted stock units and performance-based restricted stock units, with specific vesting schedules and performance conditions tied to Target's relative total shareholder return.

Brian C. Cornell's appointment as Chief Executive Officer and Chairman of the Board is effective August 12, 2014.