Business Context and Reporting Period
This Form 8-K filing by Target Corporation (TGT) was submitted on September 19, 2024. The report discloses a significant executive appointment within the company's leadership team.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained in this document is limited to the compensation package for the newly appointed Chief Financial Officer.
Material Changes
The primary material change reported is the appointment of Jim Lee as Executive Vice President and Chief Financial Officer, effective September 22, 2024. Mr. Lee joins Target from PepsiCo, Inc., where he most recently served as deputy chief financial officer.
Management Commentary and Compensation Details
In connection with his appointment, Mr. Lee's compensation package includes the following components:
- Base Salary: $850,000 annually.
- Short-Term Incentive: Eligible for a pro-rated annual cash incentive with a target opportunity of 100% of base salary.
- Long-Term Incentive (Standard): Stock-based awards with a pro-rated target payout value of $1.5 million, consisting of 60% performance share units and 40% performance-based restricted stock units.
- Sign-On Bonus (Cash): $2.2 million, subject to repayment if employment ends voluntarily or for cause within 36 months.
- Sign-On Award (Equity): Restricted stock units with a target payout value of $6.95 million to compensate for forfeitures from his prior employer. These vest in three equal increments in September 2025, 2026, and 2027.
- Termination Provisions: In the event of involuntary termination without cause prior to vesting, Mr. Lee is entitled to 50% of unvested restricted stock units.
Mr. Lee is an "at-will" employee with no specified term for his position.
Investor Verification Checklist
- Verify the effective date of Jim Lee's appointment (September 22, 2024).
- Confirm the total value of the sign-on equity award ($6.95 million) and its vesting schedule.
- Review the repayment conditions attached to the $2.2 million cash sign-on bonus.
- Check subsequent filings for the departure of the previous CFO to understand the full transition timeline.