8-KLeadership Changes

TARGET CORP 8-K Report, Executive Changes (Feb 5, 2026)

Filed February 5, 2026For Securities:TGT

Summary

This 8-K filing from Target Corp. (TGT) details the finalized compensation arrangements for Michael J. Fiddelke upon his assumption of the Chief Executive Officer role, effective February 1, 2026. It confirms his annual base salary, incentive opportunities, and stock-based awards, aligning with his new executive position. Additionally, the filing outlines the compensation for Brian C. Cornell, who transitioned to Executive Chair of the Board from his CEO role. Investors can expect transparency regarding executive transitions and compensation structures. Mr. Fiddelke's compensation package includes a $1.30 million base salary, a target incentive opportunity of 200% of base salary, and significant stock-based awards totaling $12.1 million targeted for March 2026. Mr. Cornell will receive a $1.12 million base salary, a 200% target incentive, and a $6.0 million restricted stock unit award. These adjustments reflect Target's strategy in leadership transitions and executive remuneration.

Key Highlights

  • 1Michael J. Fiddelke's CEO compensation finalized: $1.30M base salary, 200% target annual cash incentive, and $12.1M target stock-based awards.
  • 2Brian C. Cornell's compensation as Executive Chair: $1.12M base salary, 200% target annual cash incentive, and $6.0M restricted stock unit award.
  • 3Both Fiddelke and Cornell are "at-will" employees.
  • 4Fiddelke's stock awards will be granted in March 2026, consistent with prior awards.
  • 5Cornell is anticipated to serve as Executive Chair or Special Advisor until March 13, 2027.
  • 6Cornell will no longer be entitled to severance under Target's Income Continuation Plan in his new role.

Frequently Asked Questions

Mr. Fiddelke's initial direct compensation includes an annual base salary of $1.30 million. He is eligible for an annual cash incentive with a target opportunity of 200% of his base salary, and will receive stock-based awards with a target payout value of $12.1 million.

As Executive Chair, Mr. Cornell will receive an annual base salary of $1.12 million and is eligible for a fiscal year 2026 annual cash incentive with a target opportunity of 200% of his base salary. He will also be granted restricted stock units valued at $6.0 million.

The stock-based awards for Mr. Fiddelke and the restricted stock units for Mr. Cornell will be granted in March 2026.

Mr. Cornell is anticipated to serve as Executive Chair or Special Advisor until March 13, 2027.