Michael J. Fiddelke
TARGETAbout Michael J. Fiddelke
Michael J. Fiddelke is Target’s Executive Vice President & Chief Operating Officer (appointed February 4, 2024) and served concurrently as Chief Financial Officer until Jim Lee’s appointment on September 22, 2024 . He is age 48 and is credited with 20 years of service under Target’s pension plan, indicating long-tenured company experience . Recent performance metrics relevant to his tenure include FY2024 Net Sales growth of 0.8% (52-week basis), digital comparable sales growth of 7.5%, and after-tax ROIC of 15.4% . Relative TSR-based PBRSUs for the 2022–2024 period paid out at 100% of goal, and PSUs for 2022–2024 paid 61.6% based on adjusted merchandise sales, EPS CAGR, and ROIC vs peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Target Corporation | EVP & COO | Feb 4, 2024–present | Enterprise operations leadership; underpinning digital growth (+7.5% digital comps) and inventory/shortage improvements that supported FY2024 profit growth . |
| Target Corporation | EVP & CFO | Through Sept 22, 2024 | Oversaw finance during FY2024 with balanced STIP outcomes (83% of goal) and relative LTI programs driving pay-for-performance alignment . |
External Roles
No external directorships or outside corporate roles were disclosed for Michael J. Fiddelke in the latest proxy.
Fixed Compensation
- Base salary: Increased by $125,000 to $900,000 in March 2024 in connection with appointment to EVP & COO .
- Other benefits: Perquisites of $6,232, company matching contributions of $80,834, life insurance premiums of $5,400, and supplemental pension plan adjustments of $42,480 in FY2024 . Pension present value: $164,258 (cash balance formula) . EDCP participation: $98,671 executive contributions; $105,386 registrant contributions; $1,844,908 aggregate EDCP balance .
- No employment contracts; no tax gross-ups .
Multi-year compensation:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $746,027 | $771,226 | $900,000 |
| Bonus ($) | $184,673 | $229,054 | $252,450 |
| Stock Awards ($) | $3,102,051 | $3,259,800 | $4,942,063 |
| Non-Equity Incentive ($) | $119,982 | $490,886 | $494,460 |
| Change in Pension Value ($) | $14,843 | $16,433 | $17,524 |
| All Other Compensation ($) | $163,026 | $98,819 | $134,946 |
| Total ($) | $4,330,602 | $4,866,218 | $6,741,443 |
Performance Compensation
STIP design and FY2024 payout:
- Weighting: 67% financial; 33% team scorecard .
- Financial metrics (equally split): Merchandise Sales and Incentive Operating Income; threshold/goal/maximum payout curves updated to 30%/100%/200% in FY2024 .
- Outcomes:
- Merchandise Sales goal $105,776M; actual $104,820M (99.1% of goal); metric payout 87% .
- Incentive Operating Income goal $6,401M; actual $5,994M (93.6% of goal); metric payout 77% .
- Financial component payout (weighted): 82% .
- Team scorecard payout: 85%, reflecting digital comps growth, inventory turnover improvements, and shortage rate progress .
- Total STIP payout: 83% of goal (equals 83% of base for Non-CEO NEOs) .
| Component | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Merchandise Sales (Financial) | 33.5% | $105,776M | $104,820M | 87% | Cash (annual) |
| Incentive Operating Income (Financial) | 33.5% | $6,401M | $5,994M | 77% | Cash (annual) |
| Team Scorecard | 33% | Qualitative | 2024 outcomes (digital +7.5%, inventory/shortage improvements) | 85% | Cash (annual) |
| Total STIP | 100% | 100% of goal | 83% | 83% | — |
LTI structure and grants:
- Annual LTI mix: 60% PSUs (relative metrics), 40% PBRSUs (relative TSR); all awards 3-year performance periods with cliff vesting .
- PSU metrics (equal-weight): Adjusted Merchandise Sales CAGR, EPS CAGR, ROIC vs retail peer group .
- PBRSU metric: Relative TSR vs retail peers; payout modifier 75%/100%/125% based on bottom/middle/top terciles .
- FY2024 grants to Fiddelke (March 13, 2024):
- PSUs: 0/17,033/34,066 shares (threshold/target/max); grant date fair value $2,820,154 .
- PBRSUs: 8,517/11,355/14,194 shares (threshold/target/max); grant date fair value $2,121,909 .
- 2022–2024 LTI outcomes:
- PSUs: 61.6% payout overall (Adj. Merchandise Sales rank 15/21 → 42%, EPS rank 14/21 → 40%, ROIC rank 8/21 → 103%) .
- PBRSUs: Relative TSR rank 14/20 → 100% payout .
Equity Ownership & Alignment
- Beneficial ownership: 56,383 shares owned; no shares issuable within 60 days; all directors/officers as a group own <1% outstanding .
- Stock ownership guidelines: 3x base salary requirement for Non-CEO NEOs; Fiddelke at 9.6x (Total ownership for guidelines: 88,663 shares, including RSUs/PBRSUs at minimum payout) .
- Anti-hedging and anti-pledging: Prohibited for Leadership Team and Board; company confirms compliance .
- Outstanding equity awards (performance-based in-flight):
- 2023 grant: 34,491 unearned PSU/PBRSU shares; payout value $4,756,654 (at stated performance assumptions) .
- 2024 grant: 32,253 unearned PSU/PBRSU shares; payout value $4,448,011 (at stated performance assumptions) .
- FY2024 vesting: 11,680 shares acquired on vesting; value realized $1,187,768 .
Employment Terms
- Severance (Income Continuation Plan): Up to 2x base salary + average of last 3 years of short-term incentive; plus $30,000 outplacement; eligible for 24 months of payments subject to release and post-employment covenants .
- Estimated severance amount for involuntary termination without cause: $3,187,805 .
- Change-in-control: Double-trigger required (CIC plus qualifying termination); PSUs/PBRSUs accelerate at 100% of goal upon double-trigger; RSUs also accelerate .
- Estimated CIC vesting values (goal payout): PSUs $4,067,931; PBRSUs $2,712,000 .
- Vesting-extension provisions (retirement/disability/death): Pro-rata or full vesting for PSUs/PBRSUs subject to age/service thresholds and covenants; PBRSUs vest 50% upon involuntary termination without cause prior to scheduled vesting .
- Clawbacks: (1) Longstanding misconduct-based clawback covering STIP, LTI, ICP if intentional misconduct causes material harm or restatement; (2) SEC/NYSE-compliant clawback for restatements .
Compensation Structure vs Performance Metrics
- Pay mix: Significant at-risk pay; 100% of annual LTI is performance-based; STIP anchored to Merchandise Sales and Incentive Operating Income with a team scorecard for strategic focus .
- FY2024 execution: STIP paid 83% of goal; 2022–2024 LTI outcomes showed mixed relative performance (PSU 61.6%; PBRSU 100%), aligning realized pay with multi-year metrics .
- No repricing/exchange of underwater options permitted; no dividends on unearned performance awards .
Say-on-Pay & Peer Group
- Say-on-Pay approval: 93.2% support at the 2024 Annual Meeting; Board recommends FOR in 2025 as well .
- Compensation peer groups (FY2024): Retail peers (e.g., WMT, COST, HD, AMZN, TJX, KR; Publix excluded for TSR calculations; Rite Aid removed due to bankruptcy) and general industry peers; used for LTI relative metrics and benchmarking .
Company Performance (context for value creation)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 109,120,000,000 | 107,412,000,000 | 106,566,000,000 |
| Operating Income ($) | 3,960,000,000 | 5,900,000,000* | 5,739,000,000* |
| EBITDA ($) | 6,660,000,000* | 8,701,000,000* | 8,720,000,000* |
| Net Income ($) | 2,780,000,000 | 4,138,000,000 | 4,091,000,000 |
Values retrieved from S&P Global. * indicates values without document citations.
Investment Implications
- Alignment: Fiddelke materially exceeds ownership guidelines (9.6x vs 3x), with anti-hedging/pledging policies in place—strong “skin in the game” and governance alignment .
- Pay-for-performance: Mixed but improving trajectory—FY2024 STIP at 83% amid modest sales growth and strong ROIC; 2022–2024 LTI paid 61.6% (PSU) and 100% (PBRSU), appropriately scaling realized equity with relative results .
- Retention/transition risk: CIC protection is double-trigger; severance is formulaic with post-employment covenants; retirement-eligibility rules and vesting-extension provisions reduce cliff-risk but can pull forward vesting on separation—monitor for termination-related vesting and supply effects around PSU/PBRSU certification windows .
- Trading signals: Upcoming three-year cliffs (2023–2025 and 2024–2026 cycles) and annual certification windows can create predictable vesting-related flows; relative TSR and peer-set positioning will drive PBRSU outcomes (75–125%)—track performance rank vs peers intra-cycle to anticipate equity settlement magnitudes .