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

Reports
Leadership Changes
Filing Date
Filed February 5, 2026
Period End
January 31, 2026
Security
TGT
In the record · 2016–202610-K1110-Q328-K125

TGT filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 125 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Oct ’16Oct ’16
  2. Leadership change8-K · Mar ’21Mar ’21
  3. Leadership change8-K · Apr ’25Apr ’25

01—Abstract

Summary

Summary of the 8-K filed February 5, 2026. Cited figures are marked; the original filing is the authoritative source.

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 milliona 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 millionb 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.

02—Key points

Key Highlights

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

03—Questions

Frequently Asked Questions

  1. What is the total direct compensation for Michael J. Fiddelke as CEO?

    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.

  2. What are Brian C. Cornell's new compensation details as Executive Chair?

    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.

  3. When will the new stock awards be granted to Fiddelke and Cornell?

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

  4. What is the expected tenure for Brian C. Cornell in his new role?

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

04—Continue

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