TARGET CORP 8-K

What Happened

• Target Corp (8-K, Item 5.02) announced that Michael J. Fiddelke became its Chief Executive Officer and a Board member effective February 1, 2026. His compensation was set on January 31, 2026: a $1.30 million annual base salary, eligibility for Target’s Short-Term Incentive Plan with a target equal to 200% of base salary, and stock-based awards under the 2020 Long-Term Incentive Plan with a target payout value of $12.1 million (to be granted in March 2026). He remains an at‑will employee and eligible for leadership benefits, including the Income Continuation Plan.
• Brian C. Cornell stepped down as CEO effective February 1, 2026 and will continue as Executive Chair of the Board (anticipated to serve as executive chair or special advisor until March 13, 2027). Per a February 2, 2026 letter agreement, his compensation for the role is a $1.12 million annual base salary, eligibility for a fiscal 2026 cash incentive with a 200% target, and a restricted stock unit award in March 2026 with a present value of $6.0 million. His pre-existing equity awards will continue to vest per their terms; he will no longer be entitled to severance under the Income Continuation Plan.

Key Details

• Michael J. Fiddelke: $1.30M base salary; STI target = 200% of base; LTIP target value = $12.1M; stock awards to be granted March 2026.
• Brian C. Cornell: $1.12M base salary; fiscal 2026 STI target = 200% of base; March 2026 RSU award valued at $6.0M; expected role through March 13, 2027.
• Both are at‑will employees and eligible for leadership benefits; Cornell’s prior equity continues to vest but he loses Income Continuation Plan severance.
• The full letter agreement and RSU agreement will be filed as exhibits to Target’s Form 10-K for the fiscal year ending January 31, 2026.

Why It Matters

• This filing documents a formal CEO leadership change and the specific pay/incentive packages that align management compensation with performance (large short‑term and long‑term incentive targets).
• Investors should note timing and size of upcoming equity grants (March 2026), continued vesting of Cornell’s prior awards, and the removal of his severance entitlement—factors that affect executive incentives and potential dilution from new equity awards.
• The disclosure gives concrete terms for governance and succession clarity, which can influence investor assessment of leadership stability and alignment with shareholder interests.