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Notice of Annual Meeting of Shareholders
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May 15, 2024
8:00 a.m. Central Time |
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www.cesonlineservices.com/kss24_vm
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Close of business on
March 20, 2024 |
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Items of Business
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See Page
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1
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Proposal 1—To elect the eleven individuals nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified
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15
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2
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Proposal 2—To approve, by an advisory vote, the compensation of our named executive officers
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40
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3
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Proposal 3—To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025
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88
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4
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Proposal 4—To approve the Kohl’s Corporation 2024 Long-Term Compensation Plan
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91
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5
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Proposal 5—Shareholder Proposal—Corporate Financial Sustainability Report
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102
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6
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To consider and act upon any other business that may properly come before the meeting or any adjournment thereof
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PROPOSAL 1
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PROPOSAL 2
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PROPOSAL 3
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PROPOSAL 4
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PROPOSAL 5
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ELECTION OF
DIRECTORS |
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ADVISORY VOTE TO
APPROVE EXECUTIVE COMPENSATION |
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RATIFICATION OF
THE APPOINTMENT OF AUDITORS |
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APPROVAL OF THE KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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SHAREHOLDER
PROPOSAL |
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Board
Recommendation |
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Board
Recommendation |
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Board
Recommendation |
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Board
Recommendation |
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Board
Recommendation |
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“FOR” all nominees
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“FOR”
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“FOR”
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“FOR”
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“AGAINST”
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Notice of Annual Meeting of Shareholders
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Follow the instructions on your notice regarding availability of proxy materials.
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Follow the instructions on your notice regarding availability of proxy materials.
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If you received a printed proxy card, complete, date, sign and return the proxy card according to the included instructions.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 15, 2024
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The 2023 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation are available at www.proxyvote.com and www.fcrvote.com/kss
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By Order of the Board of Directors,
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Jennifer Kent
Chief Legal Officer and Corporate Secretary
Menomonee Falls, Wisconsin
April 5, 2024 |
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Table of Contents
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General Information
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Date and Time
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Virtual Meeting—Live Interactive Webcast
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Record Date
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May 15, 2024
8:00 a.m. Central Time |
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www.cesonlineservices.com/kss24_vm
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Close of business on
March 20, 2024 |
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Admission
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Date of
Distribution |
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Admission to the Annual Meeting is restricted to shareholders of record as of
the record date and/or their designated representatives.
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Shareholders and/or their designated representatives will need to pre-register
by 8:00 a.m. Central Time on May 14, 2024, by visiting www.cesonlineservices.com/kss24_vm. Please have your notice regarding availability of proxy materials containing your control number available and follow the instructions to complete your registration request.
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Shareholders whose shares are held in “street name” through a bank,
broker or other nominee as of the record date will need to pre-register by 8:00 a.m. Central Time on May 14, 2024, by visiting www.cesonlineservices.com/kss24_vm. Please have your voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request.
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Requests to register to participate in the Annual Meeting must be received no
later than 8:00 a.m. Central Time on May 14, 2024.
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After registering, shareholders will receive a confirmation email with a link and
instructions for accessing the Annual Meeting.
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This proxy statement and the form of proxy card were made available to our shareholders on or about April 5, 2024.
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Kohl’s Corporation | 2024 Proxy Statement
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1
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General Information
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INTERNET
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PHONE
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MAIL
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ATTEND THE MEETING
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Visit 24/7 www.fcrvote.com/kss and follow the instructions on the voting site
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Call toll-free 24/7 in the U.S. or Canada at 866-402-3905
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| | | If you received a printed proxy card, complete, date, sign, and return your proxy card in the postage-paid envelope provided to you | | | |
Attend the virtual meeting and cast your ballot online
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| | You will be required to enter your unique Control Number shown on your notice of regarding availability of proxy materials if you vote by Internet or phone. | | | | | | |
| | If your shares are held in the name of a bank, broker or other nominee and you wish to attend and vote at the Annual Meeting, you must obtain a “legal proxy” in .pdf, .gif, .jpg or .png file format. | | | Please contact your bank, broker or other nominee for assistance in obtaining a “legal proxy” in order to vote at the Annual Meeting. | | |
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Corporate.Kohls.com
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General Information
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When and where will the meeting take place?
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How can I attend the meeting?
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What is the purpose of the meeting?
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Items of Business
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1
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The election of eleven individuals nominated by our Board of Directors to serve as Directors for a one-year term
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2
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The approval, on an advisory basis, of the compensation of our named executive officers
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3
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The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025
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4
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The approval of the Kohl’s Corporation 2024 Long-Term Compensation Plan
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5
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Shareholder Proposal—Corporate Financial Sustainability Report
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6
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Any other business that may properly come before the meeting or any adjournment of the meeting
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Could other matters be decided at the meeting?
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Who is entitled to attend and vote at the meeting?
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How many votes must be present to hold the meeting?
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Am I a shareholder of record or a beneficial owner, and why does it matter?
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Kohl’s Corporation | 2024 Proxy Statement
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3
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General Information
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How do I vote?
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Phone
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Mail
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Follow the instructions on your notice regarding availability of proxy materials to vote over the Internet.
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Follow the instructions on your notice regarding availability of proxy materials to vote over the telephone.
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If you received a printed proxy card, complete, date, sign and return it in the postage-paid envelope provided.
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May my broker vote my shares for me?
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What is a proxy?
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If I submit a proxy, how will my shares be voted?
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PROPOSAL 1
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ELECTION OF DIRECTORS
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“FOR” each of the eleven Nominees in Proposal 1
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PROPOSAL 2
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ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
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“FOR” approval of the compensation of our named executive officers in Proposal 2
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PROPOSAL 3
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RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024 in Proposal 3
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PROPOSAL 4
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APPROVAL OF THE KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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“FOR” approval of the Kohl’s Corporation 2024 Long-Term Compensation Plan in Proposal 4
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PROPOSAL 5
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SHAREHOLDER PROPOSAL—CORPORATE FINANCIAL SUSTAINABILITY REPORT
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“AGAINST” Proposal 5
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4
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Corporate.Kohls.com
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General Information
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May I change or revoke my vote after I submit my proxy?
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What are the Board’s voting recommendations, and how many votes are required to approve each proposal?
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Proposal
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Board’s
Recommendation |
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Votes Required to Pass
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Effect of Abstentions
and Broker Non-Votes |
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1
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Election of directors
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FOR all Nominees
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Our Board of Directors has instituted a majority vote requirement for the election of Directors in uncontested elections. This means that a Nominee will be elected if the number of votes cast “FOR” that Nominee exceeds the number of votes cast “AGAINST” that Nominee. If you complete your voting by proxy over the Internet or over the telephone or return a signed proxy card but abstain from voting on any of the Nominees, your shares will be counted as present for purposes of determining whether there is a quorum but will have no effect on the election of those Nominees.
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No effect.
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2
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Advisory approval of the compensation of our named executive officers
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FOR
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This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it.
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No effect.
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3
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Ratification of our independent registered public accounting firm
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FOR
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This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it.
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No effect.
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4
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Approval of the Kohl’s Corporation 2024 Long-Term Compensation Plan
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FOR
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This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it.
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No effect.
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5
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Shareholder Proposal—Corporate Financial Sustainability Report
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AGAINST
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This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it.
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No effect.
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What happens if I do not vote by proxy?
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What happens if the meeting is adjourned?
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Kohl’s Corporation | 2024 Proxy Statement
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5
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General Information
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Will the Company’s independent registered public accounting firm participate in the meeting?
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Are members of the Board of Directors required to attend the meeting?
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Who is soliciting my proxy?
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Who will pay the expenses incurred in connection with the solicitation of my vote?
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Can I view these proxy materials electronically?
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www. proxyvote.com and www.forvote.com/KSS
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How can I receive copies of Kohl’s year-end Securities and Exchange Commission filings?
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Kohl’s Corporation
N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Attention: Investor Relations |
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investor.relations@kohls.com
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How can I submit a proposal for Kohl’s 2025 Annual Meeting of Shareholders?
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Corporate Secretary
Attention: Legal Kohl’s Corporation N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 |
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How can I nominate a candidate for the Board of Directors?
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6
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Corporate.Kohls.com
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General Information
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What if I have additional questions?
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Innisfree M&A Incorporated
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SHAREHOLDERS
MAY CALL |
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BANKS AND BROKERS
MAY CALL |
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toll free:
(877) 750-9498 |
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collect:
(212) 750-5833 |
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Kohl’s Corporation | 2024 Proxy Statement
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7
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Proxy Summary
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May 15, 2024
8:00 a.m. Central Time |
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www.cesonlineservices.com/kss24_vm
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Close of business on March 20, 2024
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PROPOSAL 1
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ELECTION OF DIRECTORS
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“FOR” each of the eleven Nominees in Proposal 1
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PROPOSAL 2
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ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
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“FOR” approval of the compensation of our named executive officers in Proposal 2
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PROPOSAL 3
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RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024 in Proposal 3
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PROPOSAL 4
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APPROVAL OF THE KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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“FOR” approval of the Kohl’s Corporation 2024 Long-Term Compensation Plan in Proposal 4
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PROPOSAL 5
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SHAREHOLDER PROPOSAL—CORPORATE FINANCIAL SUSTAINABILITY REPORT
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“AGAINST” Proposal 5
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8
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Corporate.Kohls.com
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Proxy Summary
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Kohl’s Standing Committee Membership
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Other Current
Public Company Boards |
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Director Name and
Principal Occupation |
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Age
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Director
Since |
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Independent
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Audit
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Compensation
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Nominating
and ESG |
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Finance
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Wendy Arlin
Former Chief Financial Officer, Bath & Body Works, Inc.
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53
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2023
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The Wendy’s
Company
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WK Kellogg Co
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Michael J. Bender
Former President and Chief Executive Officer, Eyemart Express, LLC
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62
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2019
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Acuity Brands
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Yael Cosset
Senior Vice President and Chief Information Officer, The Kroger Co.
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50
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2020
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—
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Christine Day
Former Chief Executive Officer, The House of LR&C
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63
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2021
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—
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H. Charles Floyd
Senior Advisor to President and Chief Executive Officer, Hyatt Hotels Corporation
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64
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2017
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—
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Thomas A. Kingsbury
Chief Executive Officer, Kohl’s Corporation
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71
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2021
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—
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Robbin Mitchell
Senior Advisor, Boston Consulting Group
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59
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2021
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Piper Sandler
Companies
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Jonas Prising
Chair and Chief Executive Officer, ManpowerGroup
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59
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2015
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ManpowerGroup
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John E. Schlifske
Chair and Chief Executive Officer, The Northwestern Mutual Life Insurance Company
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65
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2011
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—
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Adrianne Shapira
Former Managing Director, Eurazeo Brands
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53
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2016
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—
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Adolfo Villagomez
Chief Executive Officer, Progress Residential
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50
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2023
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—
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Number of Meetings in Fiscal 2023
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Board—7
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7
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5
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3
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2
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CURRENT
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IMMEDIATELY FOLLOWING THE ANNUAL MEETING
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Independent Chair of the Board
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Committee Chair
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Committee Chair
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Committee Member
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Committee Member
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Kohl’s Corporation | 2024 Proxy Statement
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9
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Proxy Summary
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10
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Corporate.Kohls.com
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Proxy Summary
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Skills or Experience
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Current or former public company CEO
Experience as the highest-ranking executive officer in a public company. |
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● ● ● ● ● ● ● ● ● ● ●
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3
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27%
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Senior leadership
Experience in an executive officer level role. |
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● ● ● ● ● ● ● ● ● ● ●
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11
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100%
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Public company board service (other than Kohl’s)
Experience serving on other public company board(s), requiring a practical understanding of oversight responsibilities, governance trends, insights to business strategies, and maximizing shareholder value. |
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● ● ● ● ● ● ● ● ● ● ●
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8
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73%
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Board diversity (gender or racial/ethnic diversity)
Diverse gender or racial/ethnic identity |
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● ● ● ● ● ● ● ● ● ● ●
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6
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54%
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Retail or consumer-facing industry
Executive officer or senior leader experience in retail or consumer product sectors, including marketing and brand management, consumer insights, supply chain, distribution, logistics, and merchandising. |
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● ● ● ● ● ● ● ● ● ● ●
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11
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100%
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| |
Finance, accounting or financial reporting
Experience as an executive officer or senior leader in accounting, finance, and compliance with applicable law. |
| |
● ● ● ● ● ● ● ● ● ● ●
|
| |
11
|
| |
100%
|
|
|
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| |
Technology, e-commerce or digital
Experience in developing and leveraging technology to achieve corporate goals, and extend or create new business models. |
| |
● ● ● ● ● ● ● ● ● ● ●
|
| |
10
|
| |
91%
|
|
|
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| |
Marketing, public relations or brand management
Experience overseeing or managing marketing, marketing-related technology, advertising, selling products to consumers, and public relations. |
| |
● ● ● ● ● ● ● ● ● ● ●
|
| |
9
|
| |
82%
|
|
|
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| |
Operations management
Executive officer or senior leader experience in overseeing and optimizing complex operations, and executing business strategies. |
| |
● ● ● ● ● ● ● ● ● ● ●
|
| |
10
|
| |
91%
|
|
|
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| |
Human capital, culture or compensation
Executive officer or senior leader experience managing a large or global workforce, including recruiting, developing and retaining key talent. |
| |
● ● ● ● ● ● ● ● ● ● ●
|
| |
8
|
| |
73%
|
|
|
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| |
Cybersecurity
Experience in information security and mitigating cyber threats. |
| |
● ● ● ● ● ● ● ● ● ● ●
|
| |
2
|
| |
18%
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
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11
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Proxy Summary
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1.
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2.
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3.
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4.
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ENHANCE THE CUSTOMER EXPERIENCE
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ACCELERATE AND SIMPLIFY OUR VALUE STRATEGIES
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| | |
MANAGE INVENTORY AND EXPENSES WITH DISCIPLINE
|
| | |
STRENGTHEN THE BALANCE SHEET
|
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12
|
| |
Corporate.Kohls.com
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Proxy Summary
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Kohl’s Corporation | 2024 Proxy Statement
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13
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Proxy Summary
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All of the Directors other than our CEO are independent, as determined under the standards of the New York Stock Exchange;
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The Board’s four standing committees are composed solely of independent Directors with the exception of the Finance Committee of which the CEO is a member;
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Non-management Directors meet privately in executive sessions in conjunction with each regular Board meeting;
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Independent Directors communicate regularly regarding appropriate Board agenda topics and other Board-related matters;
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All Board members have complete access to management and outside advisors; and
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The Board is committed to active refreshment, demonstrated by the addition of nine new Directors since 2017.
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14
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Corporate.Kohls.com
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Corporate Governance and Board Matters
|
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PROPOSAL 1
ELECTION
OF DIRECTORS |
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The Board of Directors unanimously recommends that shareholders vote “FOR” each of the eleven Nominees to serve as directors.
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The Board of Directors unanimously recommends that shareholders vote “FOR” each of the eleven Nominees to serve as directors.
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Kohl’s Corporation | 2024 Proxy Statement
|
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15
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Corporate Governance and Board Matters
|
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Innisfree M&A Incorporated
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SHAREHOLDERS
MAY CALL |
| | |
BANKS AND BROKERS
MAY CALL |
| ||||||
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toll free:
(877) 750-9498 |
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collect:
(212) 750-5833 |
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16
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Corporate.Kohls.com
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Corporate Governance and Board Matters
|
|
Skill or Experience
|
| | |
ARLIN
|
| | |
BENDER
|
| | |
COSSET
|
| | |
DAY
|
| | |
FLOYD
|
| | |
KINGSBURY
|
| | |
MITCHELL
|
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PRISING
|
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SCHLIFSKE
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SHAPIRA
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| | |
VILLAGOMEZ
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Current or former public company CEO
Experience as the highest-ranking executive officer in a public company. |
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3
|
|
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Senior leadership
Experience in an executive officer level role. |
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11
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|
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Public company board service (other than Kohl’s)
Experience serving on other public company board(s), requiring a practical understanding of oversight responsibilities, governance trends, insights to business strategies, and maximizing shareholder value. |
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8
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|
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Board diversity (gender or racial/ ethnic diversity)
Diverse gender or racial/ethnic identity |
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6
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|
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Retail or consumer-facing industry
Executive officer or senior leader experience in retail or consumer product sectors, including marketing and brand management, consumer insights, supply chain, distribution, logistics, and merchandising. |
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| | |
11
|
|
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| |
Finance, accounting or financial reporting
Experience as an executive officer or senior leader in accounting, finance, and compliance with applicable law. |
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| | |
11
|
|
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| |
Technology, e-commerce or digital
Experience in developing and leveraging technology to achieve corporate goals, and extend or create new business models. |
| | |
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| | |
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| | |
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| | | | | | |
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| | |
10
|
|
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| |
Marketing, public relations or brand management
Experience overseeing or managing marketing, marketing-related technology, advertising, selling products to consumers, and public relations. |
| | | | | | |
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| | |
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| | |
9
|
|
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| |
Operations management
Executive officer or senior leader experience in overseeing and optimizing complex operations, and executing business strategies. |
| | |
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| | | | | | |
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| | |
10
|
|
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| |
Human capital, culture or compensation
Executive officer or senior leader experience managing a large or global workforce, including recruiting, developing and retaining key talent. |
| | |
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| | |
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| | | | | | |
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| | |
8
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|
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Cybersecurity
Experience in information security and mitigating cyber threats. |
| | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | |
2
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
17
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|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Corporate Governance and Board Matters
|
|
Directors who identify as:
|
| | |
ARLIN
|
| | |
BENDER
|
| | |
COSSET
|
| | |
DAY
|
| | |
FLOYD
|
| | |
KINGSBURY
|
| | |
MITCHELL
|
| | |
PRISING
|
| | |
SCHLIFSKE
|
| | |
SHAPIRA
|
| | |
VILLAGOMEZ
|
| | | | | |||
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Gender Identity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
■ Male
|
| | | | | | |
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7
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| ||
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■ Female
|
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4
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| ||
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Demographic Background
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
■ White
|
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| | | | | | |
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8
|
| ||
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■ African American or Black
|
| | | | | | |
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| | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | |
2
|
| ||
|
■ Hispanic, Latinx or Spanish
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | |
1
|
|
|
WENDY ARLIN
|
| |||
|
Former Chief Financial Officer of Bath & Body Works, Inc. I Age 53
|
| |||
|
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Director since 2023
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Committees
■
Audit
|
| |
Retail and Consumer-Facing Experience
■
Over 18 of experience in retail and consumer goods at Bath & Body Works and L Brands, including 2 years as the CFO of Bath & Body Works following more than 15 years as a finance leader providing transformational insights and leadership to guide L Brands through significant changes
Additional Select Key Skills and Expertise
■
FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: As former CFO of Bath & Body Works and as former Controller at L Brands, developed extensive financial expertise and oversaw SEC reporting and accounting and financial planning and analysis
■
SENIOR LEADERSHIP: As former CFO of Bath & Body Works, responsible for all finance functions, as well as enterprise risk management, procurement and investor/media relations
■
TRANSFORMATION STRATEGY: As former Controller of L Brands, guided the organization through major restructuring, including the spin-off of Victoria’s Secret from L Brands as well as multiple acquisitions and divestitures
|
|
|
Career Highlights
■
Bath & Body Works, Inc.: Chief Financial Officer from August 2021 to July 2023
■
L Brands: Senior Vice President, Finance and Controller from 2005 to July 2021
■
KPMG: Member of the Audit Practice from 1993 to 2005
Additional Public Company Boards (within past 5 years)
■
The Wendy’s Company (since December 2023)
■
WK Kellogg Co (since October 2023)
|
|
|
18
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Corporate Governance and Board Matters
|
|
|
MICHAEL J. BENDER
|
| |||
|
Former President and Chief Executive Officer of Eyemart Express I Age 62
|
| |||
|
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Director since 2019
Chair of the Board effective following the Annual Meeting
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Committees
■
Audit
■
Nominating and ESG (Chair until the Annual Meeting)
|
| |
Retail and Consumer-Facing Experience
■
Track record of success in previous senior management roles at prominent retailers including Walmart, Victoria’s Secret, and Eyemart Express
Additional Select Key Skills and Expertise
■
SENIOR LEADERSHIP: Served in multiple senior leadership roles at a number of retail companies. Culminating with his role as CEO of Eyemart Express
■
TECHNOLOGY, E-COMMERCE, AND DIGITAL: Served as COO of Global eCommerce at Walmart, bridging the gap between the digital and physical capabilities of the retail giant
■
OPERATIONS MANAGEMENT: Expertise in optimizing supply chain operations honed through 30 years in operational roles, including at Pepsi, L Brands, and Walmart
|
|
|
Career Highlights
■
Eyemart Express: Former President and CEO from January 2018 to April 2022; former President from 2017 to January 2018
■
Walmart: Former COO of Global eCommerce from 2014 to 2017, following other executive management positions over five years
■
Cardinal Health: Held a number of senior positions over four years
■
L Brands (Victoria’s Secret): Former Vice President of Store Operations from 1999 to 2002
■
Pepsi: 15 years in a variety of sales, finance and operating roles
Additional Public Company Boards (within past 5 years)
■
Acuity Brands (since September 2022)
■
Ryman Hospitality Properties (2004 to May 2019)
|
|
|
YAEL COSSET
|
| |||
|
Senior Vice President and Chief Information Officer of The Kroger Co. I Age 50
|
| |||
|
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Director since 2020
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Committees
■
Audit (Chair)
|
| |
Retail and Consumer-Facing Experience
■
Named one of “ten people transforming retail” in 2019 by Business Insider for leading Kroger’s transformation through innovative digital capabilities to accelerate growth and improve customer experience
Additional Select Key Skills and Expertise
■
TECHNOLOGY, E-COMMERCE, AND DIGITAL: Leads Kroger’s Technology function and digital strategy, and uses significant technical and commercial data analytics expertise to drive monetization of media and insights
■
SENIOR LEADERSHIP: Has served in senior executive positions at the Kroger Co. and other companies for over 20 years
■
OPERATIONS MANAGEMENT: Served as CEO of an enterprise software company and as an executive business consultant providing insight and direction on market expansion, product launches, and growth strategies for global companies
|
|
|
Career Highlights
■
Kroger: Senior VP and CIO since February 2019, with responsibility for 84.51° subsidiary as of July 2020; former Global VP and Chief Digital Officer from 2017 to February 2019; former CIO/Chief Commercial Officer of 84.51° from 2015 to 2017
■
dunnhumby: Global CIO from 2010 to 2015 following various senior management positions
■
MicroStrategy Incorporated: Various senior management positions from 2000 to 2009
Awards and Recognition
■
Recognized by Business Insider as one of 10 people transforming retail in 2019
■
Recognized by Retail Leaders as one of 17 leaders to watch in 2017
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
19
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Corporate Governance and Board Matters
|
|
|
CHRISTINE DAY
|
| |||
|
Executive Chair and Co-Founder of The House of LR&C I Age 63
|
| |||
|
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Director since 2021
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Committees
■
Audit
■
Compensation
|
| |
Retail and Consumer-Facing Experience
■
Over 30 years’ experience in retail and consumer goods at prominent companies, including over five years leading a highly successful strategy as CEO of lululemon and over 20 years in leadership roles at Starbucks
Additional Select Key Skills and Expertise
■
RETAIL PUBLIC COMPANY CEO: Widely recognized for her innovative leadership in executing a successful growth strategy over five years when she was CEO of lululemon
■
TRANSFORMATION STRATEGY: Under her leadership as CEO of lululemon, sales grew 6x to $1.6B and the stock, which had been relatively flat since IPO, gained over 200%
■
OPERATIONS MANAGEMENT: At lululemon, oversaw all retail operations in North America and on an international basis as former Executive Vice President—Retail Operations
|
|
|
Career Highlights
■
The House of LR&C: Current Executive Chair and Co-Founder since December 2020; former CEO from December 2020 to May 2023
■
Performance Kitchen (LUVO): Founder and CEO from 2014 to December 2020; Director from 2014 to April 2021
■
lululemon: Director and CEO from 2008 to 2014
■
Starbucks Corporation: President, Asia Pacific Group from 2004 to 2007 following various leadership roles for over 15 years
|
|
|
H. CHARLES FLOYD
|
| |||
|
Senior Advisor to President and Chief Executive Officer of Hyatt Hotels Corporation I Age 64
|
| |||
|
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Director since 2017
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Committees
■
Compensation
|
| |
Retail and Consumer-Facing Experience
■
Over 40-year career with Hyatt Hotels has provided extensive global experience in a dynamic consumer-driven industry
Additional Select Key Skills and Expertise
■
OPERATIONS MANAGEMENT: In his most recent role, responsible for the successful operation of hotels globally, including ensuring operating efficiency in the roll-out of new innovations and unifying global operations
■
TRANSFORMATION STRATEGY: Successfully steered the operations of Hyatt’s 1,100 hotels through the global pandemic, taking the stock from a challenged position in early 2020 to all-time highs in 2022
■
MARKETING AND BRAND MANAGEMENT: Was a key leader in the creation of seven of Hyatt’s current hotel brands
|
|
|
Career Highlights
■
Hyatt: Current Senior Advisor to Hyatt Hotels President and CEO since January 2024; former Global President of Operations from 2014 to December 2023; former Executive VP, Group President—Global Operations Center from 2012 to 2014; former COO—North America from 2006 to 2012; various other senior positions
Additional Public Company Boards (within past 5 years)
■
Thayer Ventures Acquisition Corp. (December 2020 to April 2022)
■
Playa Hotels and Resorts N.V. (May 2018 to August 2021)
|
|
|
20
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Corporate Governance and Board Matters
|
|
|
THOMAS A. KINGSBURY
|
| |||
|
Chief Executive Officer, Kohl’s Corporation I Age 71
|
| |||
|
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Director since 2021
Committees
■
Finance
|
| |
Retail and Consumer-Facing Experience
■
Over 40 years of senior retail leadership experience at several prominent retailers including Burlington, Kohl’s, and May Department Stores
Additional Select Key Skills and Expertise
■
TRANSFORMATION STRATEGY: As CEO of Burlington, transformed the company following the Great Recession, leading a successful IPO and subsequently overseeing nearly 10x share price appreciation under his tenure
■
E-COMMERCE AND DIGITAL: Previously led our e-commerce as Senior Executive Vice President—Information Services, E-commerce, Marketing, and Business Development at Kohl’s
■
MARKETING: Expertise in marketing honed through roles including as former Senior Executive Vice President of Kohl’s, where he oversaw our marketing function
|
|
|
Career Highlights
■
Kohl’s: CEO since February 2023; Interim Chief Executive Officer from December 2022 to February 2023; Senior Executive VP—Information Services, E-commerce, Marketing and Business Development from 2006 to 2008
■
Burlington: President and CEO from 2008 to September 2019; Director from 2008 to February 2020, including Chair from 2014 to September 2019, and Executive Chair from September 2019 to February 2020
■
The May Department Stores Company: Various management positions from 1976 to 2006, including President and CEO of the Filene’s division from 2000 to 2006
Additional Public Company Boards (within past 5 years)
■
Tractor Supply Company (2017 to February 2023)
■
BJ’s Wholesale Club (February 2020 to February 2023)
■
Big Lots (May 2020 to February 2023)
■
Burlington (2008 to February 2020)
|
|
|
ROBBIN MITCHELL
|
| |||
|
Senior Advisor at The Boston Consulting Group I Age 59
|
| |||
|
![]()
Director since 2021
![]()
Committees
■
Audit
■
Nominating and ESG
|
| |
Retail and Consumer-Facing Experience
■
Over 20 years of industry experience across retail and e-commerce and across multiple categories through her roles at a number of prominent retailers and on the Fashion & Luxury leadership team at Boston Consulting Group (BCG)
Additional Select Key Skills and Expertise
■
OPERATIONS MANAGEMENT: Has led various aspects of operations at three major apparel companies, including four years as Chief Operating Officer at Club Monaco
■
BRAND MANAGEMENT: Strong multi-brand experience that bridges from luxury to contemporary fashion segments, including 15 years at Ralph Lauren
■
TECHNOLOGY, E-COMMERCE, AND DIGITAL: As Chief Operating Officer at Club Monaco, Ms. Mitchell oversaw all retail operations, including worldwide e-commerce and information technology
|
|
|
Career Highlights
■
Boston Consulting Group: Senior Advisor since August 2021; Partner and Managing Director on the Fashion & Luxury leadership team from 2016 to August 2021
■
Club Monaco: COO from 2011 to 2015
■
Ralph Lauren: Held several executive management positions from 2001 to 2011, including Senior VP, Chief of Staff, and Senior VP Global Business Process Integration
■
Tommy Hilfiger and GFT USA: Held various senior executive roles in strategy and operations from 1997 to 2000
Additional Public Company Boards (within past 5 years)
■
Piper Sandler (since September 2021)
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
21
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Corporate Governance and Board Matters
|
|
|
JONAS PRISING
|
| |||
|
Chair and Chief Executive Officer of ManpowerGroup I Age 59
|
| |||
|
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Director since 2015
![]()
Committees
■
Compensation (Chair)
|
| |
Retail and Consumer-Facing Experience
■
10 years of international retail and household and commercial appliance product development experience through various roles at Electrolux, including as a divisional head of Global Sales and Marketing
Additional Select Key Skills and Expertise
■
CURRENT OR FORMER PUBLIC COMPANY CEO: Has served as the CEO of ManpowerGroup Inc., a global leader in innovative workforce solutions, since 2014
■
HUMAN CAPITAL MANAGEMENT: A recognized expert on the labor market, he leads an organization of approximately 28,000 full-time equivalent employees across more than 2,100 offices, that recruits millions of permanent, temporary, and contract workers on a worldwide basis each year
■
FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: Has direct oversight of finance, accounting, and financial reporting functions as President and CEO of ManpowerGroup
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Career Highlights
■
ManpowerGroup: Chair since 2015 and CEO since 2014
■
World Business Council for Sustainable Development: Commissioner and Co-Chair for Business Commission to Tackle Inequality since 2022
■
Electrolux: Various international positions over ten years, including as a divisional head of Global Sales and Marketing
Additional Public Company Boards (within past 5 years)
■
ManpowerGroup (since 2014; Chair since 2015)
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JOHN E. SCHLIFSKE
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Chair and Chief Executive Officer of The Northwestern Mutual Life Insurance Co. I Age 65
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| |||
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Director since 2011
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Committees
■
Finance (Chair)
■
Nominating and ESG (Chair following the Annual Meeting)
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| |
Retail and Consumer-Facing Experience
■
CEO of Northwestern Mutual, which ranks #1 in the industry for market share of individual life insurance; also oversees fast-growing wealth management subsidiary
Additional Select Key Skills and Expertise
■
FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: Successfully leads an organization that is subject to complex regulatory capital and financial reporting requirements, and has deep investment management expertise through various leadership roles at Northwestern Mutual
■
HUMAN CAPITAL MANAGEMENT AND CULTURE: Leads a workforce of more than 22,000 employees and financial professionals, and oversees Northwestern Mutual’s ESG program and racial equity task force
■
TECHNOLOGY, E-COMMERCE, AND DIGITAL: Led a team that transformed Northwestern Mutual from a traditional life insurance company to a digital business
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Career Highlights
■
The Northwestern Mutual Life Insurance Company: Chair and CEO, President since 2010; various prior leadership roles
Awards and Recognition
■
2021 CEO of the Year for Diversity and Inclusion, National Diversity Council
■
2019 Wisconsin Business Leader of the Year, Harvard Business School Club of Wisconsin
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22
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Corporate.Kohls.com
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Corporate Governance and Board Matters
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ADRIANNE SHAPIRA
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Former Managing Director of Eurazeo Brands I Age 53
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Director since 2016
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Committees
■
Finance
■
Nominating and ESG
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| |
Retail and Consumer-Facing Experience
■
13 years as a research analyst covering the retail sector, and recently served as a Managing Director of Eurazeo Brands focused on consumer brands
Additional Select Key Skills and Expertise
■
FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: As CFO of David Yurman, developed extensive financial expertise and oversaw accounting, financial planning and analysis, treasury, tax, and loss prevention
■
SENIOR LEADERSHIP: Has held senior executive positions in both investing and operating organizations for over 20 years.
■
MARKETING AND BRAND MANAGEMENT: Has directed marketing decisions and spending to enhance brand management results as CFO of David Yurman and in her role at Eurazeo Brands
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Career Highlights
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Eurazeo Brands: Former Managing Director from 2017 to July 2023
■
David Yurman: CFO from 2012 to 2016
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Goldman Sachs: Managing Director in Global Investment Research covering the Broadlines Retail sector and lead equity analyst covering department stores, discounters, luxury, and online from 1999 to 2012
Additional Public Company Boards (within past 5 years)
■
The Hain Celestial Group (2014 to December 2018)
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ADOLFO VILLAGOMEZ
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| |||
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Chief Executive Officer of Progress Residential I Age 50
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| |||
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Director since 2023
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Committees
■
Audit
|
| |
Retail and Consumer-Facing Experience
■
8 years of marketing, digital and merchandising leadership at The Home Depot where he was responsible for all digital activities and oversaw marketing and branding activities, including the company’s media network
Additional Select Key Skills and Expertise
■
TRANSFORMATION STRATEGY: As CEO of Progress Residential, leading a successful transformation to achieve a short-term turnaround while driving a longer-term strategy to enhance the customer experience and harness profitable growth
■
TECHNOLOGY, E-COMMERCE, AND DIGITAL: Currently reorganizing and modernizing Progress Residential’s digital and information systems capacity to deliver on top priorities, and previously led end-to-end Home Depot’s over $20 billion online business
■
MARKETING AND BRAND MANAGEMENT: Significant marketing expertise gained through Chief Marketing Officer role following prior, successive merchandising strategy and operational roles at The Home Depot
|
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Career Highlights
■
Progress Residential: Chief Executive Officer since May 2022
■
The Home Depot: President Online from April 2021 to May 2022; Chief Marketing Officer U.S. Retail from December 2018 to May 2022; Senior Vice President of homedepot.com December 2018 to March 2020; various other merchandising leadership positions from 2014 to December 2018
■
McKinsey and Company: Leader of North America Marketing and Sales Practice team from 2012 to 2014; Partner from 2007 to 2014
■
DuPont: Prior to 1999, held several management and sales positions
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Kohl’s Corporation | 2024 Proxy Statement
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| |
23
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Corporate Governance and Board Matters
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24
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Corporate.Kohls.com
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Corporate Governance and Board Matters
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Kohl’s Corporation | 2024 Proxy Statement
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| |
25
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Corporate Governance and Board Matters
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The Board has added NINE NEW DIRECTORS since 2017.
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26
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| |
Corporate.Kohls.com
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Corporate Governance and Board Matters
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Kohl’s Corporation | 2024 Proxy Statement
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27
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Corporate Governance and Board Matters
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Kohl’s Standing Committee Membership
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Directors
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Independent
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Audit
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| |
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Compensation
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Nominating and ESG
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| |
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Finance
|
| | |
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Executive
|
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Wendy Arlin
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| |
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Michael J. Bender ![]() |
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Peter Boneparth ![]() |
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Yael Cosset
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Christine Day
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H. Charles Floyd
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| | | | | | | | | | |
Margaret L. Jenkins
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Thomas A. Kingsbury
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Robbin Mitchell
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| |
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Jonas Prising
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John E. Schlifske
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Adrianne Shapira
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Adolfo Villagomez
|
| |
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| | | | | | | | | | | | | |
Number of Meetings in Fiscal 2023
|
| |
7
|
| |
5
|
| |
3
|
| |
2
|
| | |
0
|
|
|
CURRENT
|
| | |
IMMEDIATELY FOLLOWING THE ANNUAL MEETING
|
| ||||||
|
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| |
Independent Chair of the Board
|
| | |
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Independent Chair of the Board
|
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Committee Chair
|
| | |
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Committee Chair
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Committee Member
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Committee Member
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Audit Committee financial expert
|
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28
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Corporate.Kohls.com
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Corporate Governance and Board Matters
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Members
■
Yael Cosset (Chair)
■
Wendy Arlin
■
Michael J. Bender
■
Christine Day
■
Margaret L. Jenkins
■
Robbin Mitchell
■
Adolfo Villagomez
Report
■
The Report of the Audit Committee is on page 89
|
| |
Key Responsibilities
The Audit Committee assists the Board of Directors in its oversight of our financial accounting and reporting practices. The specific duties of the Audit Committee include:
■
monitoring the integrity of our financial process and systems of internal controls regarding finance, accounting, and legal compliance;
■
selecting our independent registered public accounting firm;
■
monitoring the independence and performance of our independent registered public accounting firm and internal auditing functions;
■
providing oversight and guidance to management with respect to management’s enterprise risk assessment and risk mitigation processes, including with respect to information security risk management; and
■
providing an avenue of communication among the independent registered public accounting firm, management, the internal auditing functions, and the Board of Directors.
The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and has direct access to the independent registered public accounting firm as well as any of our employees. The Audit Committee can retain, at Kohl’s expense, special legal, accounting, or other consultants or experts as it deems necessary.
The Board has determined that each member of the Audit Committee is “financially literate,” as that term is defined under New York Stock Exchange rules, is qualified to review and assess financial statements, and satisfies the enhanced independence requirements for audit committee members. The Board has also determined that more than one member of the Audit Committee qualifies as an “audit committee financial expert,” as defined by the Securities and Exchange Commission (the “SEC”), and, as of February 3, 2024, had specifically designated Yael Cosset, Chair of the Audit Committee, as an audit committee financial expert.
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| |||
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| |||
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Members
■
Michael J. Bender (Chair)
■
Peter Boneparth
■
Robbin Mitchell
■
John E. Schlifske
■
Adrianne Shapira
|
| |
Key Responsibilities
The duties of the Nominating and ESG Committee are to:
■
select candidates for election and re-election to the Board and its committees;
■
provide oversight of the Company’s ESG policies and initiatives;
■
develop, recommend and thereafter periodically review the Corporate Governance Guidelines and principles applicable to the Company; and
■
coordinate an annual evaluation of the performance of the Board and each of its standing committees.
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Kohl’s Corporation | 2024 Proxy Statement
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29
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Corporate Governance and Board Matters
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| |||
|
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| |||
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Members
■
Jonas Prising (Chair)
■
Peter Boneparth
■
Christine Day
■
H. Charles Floyd
Report
■
The Compensation Committee Report is on page 42
|
| |
Key Responsibilities
The Compensation Committee discharges the Board’s responsibilities related to compensation of our executive officers and Directors, as well as those with respect to our general employee compensation and benefit policies and practices to ensure they meet corporate objectives. In particular, the Compensation Committee has overall responsibility for:
■
evaluating and approving our executive officer benefits, incentive compensation, equity-based or other compensation plans, policies, and programs;
■
approving goals for incentive plans and evaluating performance against these goals; and
■
regularly and actively reviewing and evaluating our executive management succession plans and making recommendations to the Board with respect to succession planning issues.
The Compensation Committee has the ability to retain, at Kohl’s expense, special legal, accounting, or other consultants or experts as it deems necessary. Information regarding the Compensation Committee’s processes and procedures for determining executive officer and Director compensation is included in the Compensation Discussion & Analysis section of this proxy statement.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee is or has been one of our officers or employees or had any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the compensation committee or board of directors of any company of which any of our Directors is an executive officer.
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| |||
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![]() are independentNumber of meetings in fiscal 2023: 2 |
| |||
|
![]()
Members
■
John E. Schlifske (Chair)
■
Peter Boneparth
■
Thomas A. Kingsbury
■
Adrianne Shapira
|
| |
Key Responsibilities
The Finance Committee assists the Board in its oversight of the Company’s financial condition, existing debt and financing activities and capital allocation decisions made by the Company. The specific duties include:
■
review and make recommendations to the Board with regard to the Company’s annual operating and long-term business/financial plans prepared by management;
■
periodically review the Company’s uses of cash, including capital expenditures, stock and bond repurchases, and dividend payments and, if appropriate, make recommendations to the Board with respect thereto;
■
periodically review the Company’s cash requirements and sources of cash, including debt or equity issuances, revolving credit facilities, or other debt instruments or facilities, and, if appropriate, make recommendations to the Board with respect thereto; and
■
periodically review the Company’s balance sheet health, debt ratings, leverage ratios and other measures of indebtedness, and ability to navigate economic cycles and, if appropriate, make recommendations to the Board with respect thereto.
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30
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Corporate.Kohls.com
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Corporate Governance and Board Matters
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![]() |
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![]() are independentNumber of meetings in fiscal 2023: 0 |
| |||
|
![]()
Members
■
Peter Boneparth (Chair)
■
Michael J. Bender
■
Yael Cosset
■
Thomas A. Kingsbury
■
Jonas Prising
■
John E. Schlifske
|
| |
Key Responsibilities
The Executive Committee is authorized to act on behalf of the Board of Directors in the intervals between the Board’s meetings, if necessary. However, the Executive Committee may not take any actions that:
■
are prohibited by applicable law or our Articles of Incorporation or Bylaws, or
■
are required by law or by rule of the New York Stock Exchange to be performed by a committee of independent Directors, unless the composition of the Executive Committee at the time complies with such law or rule.
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Kohl’s Corporation | 2024 Proxy Statement
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31
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Corporate Governance and Board Matters
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investor.relations@kohls.com
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Kohl’s Corporation
N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Attention: Investor Relations |
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Kohl’s Board of Directors
N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Attention: Board of Directors or Chair |
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directors@kohls.com
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governance@kohls.com
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32
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Corporate.Kohls.com
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Environmental, Social, and Governance Stewardship at Kohl’s
|
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WE PUT CUSTOMERS
FIRST. |
| | |
WE ACT WITH
INTEGRITY. |
| | |
WE BUILD GREAT TEAMS.
|
| | |
WE DRIVE
RESULTS. |
| |
| |
We see customers as a constant source of inspiration and guidance. We take a “yes we can” approach to everything we do and are passionate about supporting the communities and causes our customers and associates care about.
|
| | |
We earn trust by living up to our commitments. We treat others with respect and fairness, and we make decisions that support the organization’s reputation.
|
| | |
We actively promote the empowerment, engagement and continuous development of all associates. We communicate openly and embrace diverse perspectives. We support a culture of recognition and celebrate greatness across all teams.
|
| | |
We work with a sense of urgency and accountability. We seek out information to make smart decisions and we offer up new ideas and solutions beyond the status quo.
|
| |
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Kohl’s Corporation | 2024 Proxy Statement
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| |
33
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Environmental, Social, and Governance Stewardship at Kohl’s
|
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GOVERNANCE
|
| | |
Our governance practices form the foundation for how we manage risk, ensure accountability and provide transparency to our stakeholders. The Nominating and ESG Committee of Kohl’s Board of Directors actively oversees our ESG initiatives to understand both risks and growth opportunities, as well as progress made against the company’s goals. To that end, the Nominating and ESG Committee receives regular updates on ESG topics from management and provides reports to the full Board of Directors. In this way, Kohl’s Board of Directors plays a vital role in shaping and supporting our long-term ESG strategies while addressing the Board’s oversight responsibilities related to the management and performance of ESG issues, all of which is essential to sustain the long-term interest of all stakeholders. To learn more about our practices and review our governance documents, please visit our investor relations website.
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ETHICS
|
| | |
We are committed to the highest standards of integrity and maintain a Code of Ethics to guide ethical decision-making for associates. As a company of integrity, we expect our associates to be honest and accountable. We require associates to take annual ethics training, which is refreshed each year to cover relevant topics. The training helps connect ethics to each associate’s day-to-day job responsibilities and promotes honesty, integrity and fairness.
We encourage our associates, customers, business partners and stakeholders to raise concerns through Kohl’s Integrity Hotline. Anonymous reporting is available and we prohibit retaliation against any party for raising concerns in good faith. Additionally, we have established a Business Partner Code of Conduct to assist our third-party contractors in identifying ethical issues that may arise. We expect our business partners to conduct business in a lawful, ethical manner and to report any concerns or potential violations.
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GLOBAL HUMAN RIGHTS POLICY
|
| | |
Kohl’s is committed to embedding respect for human rights throughout our entire business, including our associates, those in our supply chain and the communities in which we operate. Our Human Rights Policy applies to our workforce, our suppliers, our partners and our customers. We continuously evaluate our operations and value chain to identify, assess and address salient human rights risks; engage key stakeholders; and prioritize key areas where we have the greatest opportunity to have a positive impact on people and communities
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Corporate.Kohls.com
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Environmental, Social, and Governance Stewardship at Kohl’s
|
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OUR PEOPLE
|
| | |
OUR CUSTOMERS
|
| | |
OUR COMMUNITY
|
| |
| |
We strive to be purposeful in attracting, growing, and engaging more diverse talent while giving associates equitable opportunities for career growth. Along this journey, we’re championing the value and strength of our differences to foster a workplace of inclusion and belonging.
|
| | |
We strive to celebrate our differences and help more customers see themselves reflected in our brands. Along this journey, we’re working to offer culturally relevant products, designs, and storytelling that is meaningful to diverse customers.
|
| | |
We strive to drive economic empowerment through conversations, programs, and partnerships that improve quality of life in underserved communities. Along this journey, we’re embracing opportunities to address racial, gender, sexual orientation, and economic disparities.
|
| |
|
Kohl’s Corporation | 2024 Proxy Statement
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| |
35
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Environmental, Social, and Governance Stewardship at Kohl’s
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CLIMATE ACTION
|
| | |
WASTE AND RECYCLING
|
| | |
SUSTAINABLE SOURCING
|
| |
| |
Our climate action goals are focused on reducing our greenhouse emissions and increasing our renewable energy use.
■
We have committed to reduce combined scope 1 and 2 greenhouse gas emissions in Kohl’s-owned operations by 50% versus the 2014 baseline by 2025 and achieved 49% reduction in calendar year 2022.
■
We will reduce energy consumption by 30% at Kohl’s facilities versus a 2008 baseline by 2025 and we achieved that goal in 2022.
■
We are supporting the transition to a low-carbon transportation system, building off the company’s existing locations offering electric vehicle (EV) charging.
■
We are also expanding renewable energy platforms by building off Kohl’s 163 solar locations.
|
| | |
Our waste and recycling goals are focused on managing all wastes, reducing waste generation and promoting relevant recycling information to customers.
■
We committed to diverting 85% of Kohl’s U.S. operational waste from landfills annually; 83.7% of waste was diverted from landfills in calendar year 2022.
■
We will label 100% of Kohl’s-owned branded packaging with the How2Recycle® label by 2025. In calendar year 2022, 100% of Kohl’s- branded shipping bags and boxes, proprietary brand shoeboxes, and in-store shopping bags produced with How2Recycle® label.
■
We are reducing the amount of plastic and cardboard in Kohl’s-owned branded packaging.
|
| | |
Our sustainable sourcing goals are focused on the efficient use of natural resources and environmentally sound management of chemicals within Kohl’s-owned branded products. We’ve stated goals for sourcing materials by 2025 and are making progress to reach those goals.
→
For more details on our environmental sustainability efforts and our stated goals, please see our annual report on ESG progress. This report will also include SASB and TCFD reporting.
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Environmental, Social, and Governance Stewardship at Kohl’s
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Kohl’s Corporation | 2024 Proxy Statement
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37
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Director Compensation
|
|
|
Cash and Equity Director Compensation ($)
|
| ||||||
|
Compensation Element
|
| | | | | | |
| Annual cash retainer(1) | | | | | 125,000 | | |
| Annual equity award, grant date fair value(2) | | | | | 145,000 | | |
| Additional annual equity award, grant date fair value(2), for: | | | | | | | |
|
■ Chair of the Board
|
| | | | 200,000 | | |
| ■ Committee Chairs: | | | | | | | |
|
■ Audit
|
| | | | 30,000 | | |
|
■ Compensation
|
| | | | 25,000 | | |
|
■ Nominating and ESG
|
| | | | 20,000 | | |
|
■ Finance
|
| | | | 15,000 | | |
|
38
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Corporate.Kohls.com
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Director Compensation
|
|
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Director
|
| |
Fees Earned or Paid in Cash
($) |
| |
Stock Awards(1)
($) |
| |
Total
($) |
| |||||||||
| Wendy Arlin(2) | | | | | 14,987 | | | | | | 144,992 | | | | | | 159,979 | | |
| Michael J. Bender | | | | | 125,000 | | | | | | 164,992 | | | | | | 289,992 | | |
| Peter Boneparth | | | | | 125,000 | | | | | | 345,002 | | | | | | 470,002 | | |
| Yael Cosset | | | | | 125,000 | | | | | | 174,997 | | | | | | 299,997 | | |
| Christine Day | | | | | 125,000 | | | | | | 145,002 | | | | | | 270,002 | | |
| H. Charles Floyd | | | | | 125,000 | | | | | | 145,002 | | | | | | 270,002 | | |
| Margaret Jenkins | | | | | 125,000 | | | | | | 145,002 | | | | | | 270,002 | | |
| Robbin Mitchell | | | | | 125,000 | | | | | | 145,002 | | | | | | 270,002 | | |
| Jonas Prising | | | | | 125,000 | | | | | | 170,005 | | | | | | 295,005 | | |
| John E. Schlifske | | | | | 125,000 | | | | | | 160,000 | | | | | | 285,000 | | |
| Adrianne Shapira | | | | | 125,000 | | | | | | 145,002 | | | | | | 270,002 | | |
| Stephanie A. Streeter(3) | | | | | 35,027 | | | | | | — | | | | | | 35,027 | | |
| Adolfo Villagomez(4) | | | | | 28,380 | | | | | | 145,007 | | | | | | 173,387 | | |
|
Director
|
| |
Number of Unvested Shares of Restricted Stock(1)
(#) |
| |||
| Ms. Arlin | | | | | 5,551 | | |
| Mr. Bender | | | | | 8,805 | | |
| Mr. Boneparth | | | | | 18,411 | | |
| Mr. Cosset | | | | | 9,339 | | |
| Ms. Day | | | | | 7,738 | | |
| Mr. Floyd | | | | | 7,738 | | |
| Ms. Jenkins | | | | | 7,738 | | |
| Ms. Mitchell | | | | | 7,738 | | |
| Mr. Prising | | | | | 9,072 | | |
| Mr. Schlifske | | | | | 8,539 | | |
| Ms. Shapira | | | | | 7,738 | | |
| Mr. Villagomez | | | | | 5,133 | | |
|
Kohl’s Corporation | 2024 Proxy Statement
|
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39
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Executive Compensation
|
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|
| | |
PROPOSAL 2
ADVISORY VOTE ON
THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |
| |
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The Board of Directors unanimously recommends a vote “FOR” the approval, on a non-binding basis, of the compensation of our named executive officers.
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40
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Corporate.Kohls.com
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Executive Compensation
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1.
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| | |
2.
|
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3.
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| |
Provide a competitive total compensation package that enables us to attract, motivate and retain key personnel.
|
| | |
Support the achievement of our short- and long-term business and strategic objectives by linking the majority of our executives’ compensation to rigorous performance targets.
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Ensure that compensation opportunities are internally equitable.
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4.
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5.
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Promote ownership of Kohl’s stock by our senior executives through equity-based pay and robust share ownership requirements in order to align our executives’ economic interests with those of our shareholders.
|
| | |
Provide a balance of incentive opportunities that do not create risks that are reasonably likely to have a material adverse effect on Kohl’s.
|
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|
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|
The Board of Directors unanimously recommends a vote “FOR” approval of the compensation of the Company’s named executive officers as described in this proxy statement.
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Kohl’s Corporation | 2024 Proxy Statement
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41
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Executive Compensation
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Jonas Prising, Chair
|
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Peter Boneparth
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Christine Day
|
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H. Charles Floyd
|
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| | | | | ||
| | | | 2023 Results | | |
| | | | | ||
| | | | 2023 Shareholder Engagement | | |
| | | | Pay for Performance | | |
| | | | Long-Term Business Strategies | | |
| | | | | ||
| | | | Say on Pay and Shareholder Outreach | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | Key Compensation Reports | |
| | | | | ||
| | | | | ||
| | | | Salary | | |
| | | | Annual Incentive Compensation | | |
| | | | Long-Term Incentive Compensation | | |
| | | | | ||
| | | | | ||
| | | | Perquisites | | |
| | | | Deferred Compensation | | |
| | | | Stock Ownership Guidelines | | |
| | | | Restriction on Hedging and Pledging | | |
| | | | Compensation Risk Assessment | | |
| | | | Other Material Tax Implications of the Executive Compensation Program | |
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42
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Corporate.Kohls.com
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Executive Compensation
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Thomas A. Kingsbury
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Jill Timm
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Nick Jones
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Jennifer Kent
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Fred Hand
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Chief Executive Officer
|
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Chief Financial Officer
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Chief Merchandising and Digital Officer
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Chief Legal Officer, Corporate Secretary
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Senior Executive Vice President, Director of Stores
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Dave Alves
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|
Former President, and Chief Operating Officer
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Kohl’s Corporation | 2024 Proxy Statement
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43
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Executive Compensation
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44
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Corporate.Kohls.com
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Executive Compensation
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Kohl’s Corporation | 2024 Proxy Statement
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45
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Executive Compensation
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Regular engagement with our shareholders throughout the year is a core tenet of our strong governance and compensation practices. In Fall 2023, the Company reached out to shareholders representing more than 70% of shares outstanding and met with shareholders representing nearly 40% of shares outstanding. Feedback from shareholder engagement was shared with our Board, and Directors participated in select engagements. Meetings featured open and constructive dialogue with shareholders on governance matters, such as executive compensation, which facilitated alignment on policies and practices. Throughout our discussions, we heard broad support for our compensation philosophy and program structure.
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THE COMPANY’S FOUR KEY
FOCUS AREAS ARE: |
| | ||||
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1.
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2.
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ENHANCE THE
CUSTOMER EXPERIENCE |
| | |
ACCLERATE AND
SIMPLIFY OUR VALUE STRATEGIES |
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3.
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4.
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MANAGE
INVENTORY AND EXPENSES WITH DISCIPLINE |
| | |
STRENGTHEN THE
BALANCE SHEET |
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|
46
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Corporate.Kohls.com
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|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Executive Compensation
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900+
|
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Sephora at Kohl’s Now Open
|
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~300
|
| |
| |
Additional Sephora at Kohl’s
Opened in 2023 |
| |
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| | |
$275M
|
| | |
Long-Term Debt
Reduction in 2023 |
| |
|
Kohl’s Corporation | 2024 Proxy Statement
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47
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Executive Compensation
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DiversityInc
Top 50
Leading assessment of diversity management in corporate America (4th year recognized)
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AnitaB.org
Top Companies for Women Technologists
Recognizes companies committed to building workplaces where women in technology can thrive (5th year recognized)
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| | |
Seramount
Inclusion Index
Assesses corporate efforts at hiring and promoting women, ability to measure other underrepresented groups on a country-specific basis, creating inclusive cultures, and holding country leaders and managers accountable for results (3rd year recognized)
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S&P Global
Sustainability Yearbook
Included in the S&P Global Sustainability Yearbook for the first time in 2021 as one of only two U.S. retailers and one of 16 globally
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|
| | |
Dow Jones
Sustainability North America Index
Named to the 2023 Dow Jones Sustainability North America Index for the 6th year and one of only 7 U.S.-based companies in the Consumer Discretionary Distribution and Retail category to be named to the list
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| | |
Carbon Disclosure Project
Awarded an A- CDP ranking for 2023 Climate Change Response and recognized at the CDP’s Leadership Level, both for the 5th consecutive year
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| | |
EPA
2023 SmartWay® High Performer List
Recognized on the SmartWay® 2023 High Performer List as an industry leader in the environmental and energy performance of our freight supply chain
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EPA 2024 ENERGY STAR
Partner of the Year Award
Named an ENERGY STAR 2024 Partner of the Year for Sustained Excellence in Energy Management for the 13th year
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EPA
Green Power List
Named on the EPA’s Green Power Top 30 Retail list since 2014
|
| | |
|
| | |
Better Buildings Challenge
Achiever
As a partner in the U.S. Department of Energy’s Better Buildings Challenge, we reached our goal of 20% energy reduction by 2020 two years early. Kohl’s has now set its sights higher with a new goal to cut energy by an additional 10% by 2025.
|
| | |
|
| | |
Ethisphere World’s Most Ethical Companies
Recognized as one of the World’s Most Ethical Companies (2019, 2020, 2021, 2022, 2023 and 2024) by Ethisphere, a global leader in defining and advancing the standards of ethical business practices
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48
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Corporate.Kohls.com
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|
Executive Compensation
|
|
|
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|
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Pay Element
|
| |
Purpose
|
| |
Basis for Setting Amount or Earning Award
|
|
◀ FIXED ▶
|
| |
Short-
Term |
| |
BASE SALARY
|
| |
Regular, fixed source of income tied to the scope and responsibilities of each executive to compensate for their day-to-day efforts
Encourages retention and attraction of top talent and recognizes effective leadership
|
| |
Initial salary based on experience, responsibilities and the importance of the position to Kohl’s, as well as market benchmarking
Annual adjustments, if any, based on individual and Company performance and competitive marketplace data
|
|
◀ AT RISK / VARIABLE ▶
|
| |
ANNUAL INCENTIVE
|
| |
At-risk cash compensation provides eligible executives with a financial incentive that encourages them to perform in a manner that will enable Kohl’s to achieve or exceed its short-term financial performance and strategic goals
|
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![]()
For fiscal 2023, a mix of absolute objective performance measures set at the start of the year focused on merchandise sales (50%) and operating income (50%). A threshold payment can also be earned if the company outperforms the Performance Index in net sales and/or net income.
|
| |||
|
Long-
Term |
| |
LONG-TERM EQUITY
INCENTIVE ![]()
Combination of three-year performance share units (60%) and time-based restricted stock units that vest over four years (40%)
|
| |
Incent and reward sustained performance and long-term growth, create an incentive for future performance, create a strong retention incentive and closely align our executives’ long-term interests with those of our shareholders
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![]()
For fiscal 2023-2025, performance share units have three-year targets for cumulative net sales (50%), operating margin (25%) and operating cash flow (25%). A threshold payment can also be earned if the Company outperforms the Performance Index in net sales and/or net income. The final payout will be modified +/- 25% if the Company’s TSR is above the 75th percentile or below the 25th percentile of a broad group of retailers in the TSR Modifier Group.
|
|
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Kohl’s Corporation | 2024 Proxy Statement
|
| |
49
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
50
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
| |
![]() |
| | |
We believe executive compensation should be directly linked to corporate performance and progress on our strategic plans, with the ultimate objective of increasing long-term shareholder value. To that end, our executive compensation program is designed to achieve the following objectives:
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![]() |
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1.
|
| | |
2.
|
| | |
3.
|
| | |
4.
|
| | |
5.
|
| |
| |
Provide a competitive total compensation package that enables us to attract, motivate and retain key talent.
|
| | |
■
Support the achievement of our short and long-term business and strategic objectives by linking the majority of our executives’ compensation to rigorous performance targets.
■
Our payouts under both the annual incentive and PSU portion of our long-term incentive programs depend upon achievement of objective financial goals. The goals are based directly on the annual operating plan established for the business at the beginning of each fiscal year.
|
| | |
Ensure that compensation opportunities are internally equitable.
|
| | |
Promote ownership of Kohl’s stock by our senior executives through equity-based pay and robust share ownership requirements in order to align our executives’ economic interests with those of our shareholders.
|
| | |
Provide a balance of incentive opportunities that do not create risks that are reasonably likely to have a material adverse effect on Kohl’s.
|
| |
|
Kohl’s Corporation | 2024 Proxy Statement
|
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51
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Executive Compensation
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52
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Corporate.Kohls.com
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
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■
base salaries
|
| | |
■
target annual incentives
|
| |
| |
■
target long-term incentives
|
| | |
■
target total direct compensation
|
| |
|
Kohl’s Corporation | 2024 Proxy Statement
|
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53
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|
Executive Compensation
|
|
|
Company
|
| | |
20 Trading Day Market Capitalization(1)
($ Billions) |
| |
Revenue(1)
($ Billions) |
| | | | | ||||||
| Best Buy Co., Inc. | | | | | | 15.7 | | | | | | 50.8 | | | | | | |
| The TJX Companies, Inc. | | | | | | 68.1 | | | | | | 49.9 | | | | | | |
| Dollar Tree, Inc. | | | | | | 36.1 | | | | | | 26.7 | | | | | | |
| Macy’s, Inc. | | | | | | 5.0 | | | | | | 26.0 | | | | | | |
| | | | | |
|
4.3
|
| | | |
|
19.3
|
| | | |
◀ Kohl’s Corporation
|
|
| Ross Stores, Inc. | | | | | | 26.1 | | | | | | 18.7 | | | | | | |
| Gap, Inc. | | | | | | 3.2 | | | | | | 16.1 | | | | | | |
| Nordstrom, Inc. | | | | | | 3.5 | | | | | | 15.3 | | | | | | |
| Dick’s Sporting Goods, Inc. | | | | | | 6.3 | | | | | | 12.1 | | | | | | |
| Burlington Stores, Inc. | | | | | | 9.8 | | | | | | 9.1 | | | | | | |
| Foot Locker, Inc. | | | | | | 2.5 | | | | | | 9.0 | | | | | | |
| Ulta Beauty, Inc. | | | | | | 20.3 | | | | | | 9.0 | | | | | | |
| Bed, Bath & Beyond, Inc. | | | | | | 0.4 | | | | | | 7.4 | | | | | | |
| | | |
Customer Segment
|
| | | | |
Product Segment
|
| ||||||||||||||||||
|
Company
|
| |
High-End
|
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Mid-Tier
|
| |
Off-Price
|
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|
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Active/Shoes
|
| |
Apparel
|
| |
Home
|
| |
Beauty
|
| |
Multiline
|
|
|
Bed, Bath & Beyond, Inc.
|
| | | | |
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|
Best Buy Co., Inc.
|
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|
Burlington Stores, Inc.
|
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Dick’s Sporting Goods, Inc.
|
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Dollar Tree, Inc.
|
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Foot Locker, Inc.
|
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Gap, Inc.
|
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Macy’s, Inc.
|
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Nordstrom, Inc.
|
| |
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Ross Stores, Inc.
|
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The TJX Companies, Inc.
|
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Ulta Beauty, Inc.
|
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54
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Corporate.Kohls.com
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
■
Macy’s Inc.
|
| |
■
Nordstrom, Inc.
|
|
|
■
Gap, Inc.
|
| |
■
Ross Stores, Inc.
|
|
|
■
Bed, Bath & Beyond, Inc.(1)
|
| |
■
The TJX Companies, Inc.
|
|
|
■
Dick’s Sporting Goods, Inc.
|
| |
■
Foot Locker, Inc.
|
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Kohl’s Corporation | 2024 Proxy Statement
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55
|
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
NEO
|
| |
Threshold
(25%) |
| |
Target
(100%) |
| |
Maximum
(150%) |
| |||||||||
| CEO | | | | | 43.8% | | | | | | 175% | | | | | | 262.5% | | |
| COO/Chief Merchandising & Digital Officer | | | | | 35% | | | | | | 140% | | | | | | 210% | | |
| CFO | | | | | 32.5% | | | | | | 130% | | | | | | 195% | | |
| Senior Executive Vice President | | | | | 27.5% | | | | | | 110% | | | | | | 165% | | |
|
Goal
|
| |
Weight
|
| |
($)
|
| |
Weighted Payout %
|
| |||||||||
| Merchandise Sales | | | | | 50% | | | | | | 16.497B | | | | | | 77.9% | | |
| Operating Income | | | | | 50% | | | | | | 719M(1) | | | | | | 93.2% | | |
|
Overall Achievement
|
| | | | | | | | | | | | | | | | 85.6% | | |
|
56
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Corporate.Kohls.com
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
NEO
|
| |
Actual Payout
($) |
| |||
| Mr. Kingsbury | | | | | 2,209,550 | | |
| Ms. Timm | | | | | 1,057,160 | | |
| Mr. Hand(1) | | | | | 293,140 | | |
| Mr. Jones | | | | | 1,078,560 | | |
| Ms. Kent | | | | | 612,040 | | |
| Mr. Alves(2) | | | | | 364,751 | | |
|
Kohl’s Corporation | 2024 Proxy Statement
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57
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
NEO
|
| |
Grant Date Target Dollar Value of Annual 2023 LTIP
Awards(1) ($) |
| |||
| Mr. Kingsbury(2) | | | | | 4,699,989 | | |
| Ms. Timm | | | | | 2,100,019 | | |
| Mr. Hand | | | | | 675,003 | | |
| Mr. Jones | | | | | 1,999,987 | | |
| Ms. Kent | | | | | 1,349,993 | | |
| Mr. Alves | | | | | 1,999,987 | | |
| | | | | | |||
|
■
Abercrombie & Fitch Co.
|
| |
■
Dick’s Sporting Goods, Inc.
|
| |
■
Macy’s Inc.
|
|
|
■
American Eagle Outfitters, Inc.
|
| |
■
Dillard’s, Inc.
|
| |
■
Nordstrom, Inc.
|
|
|
■
Bed, Bath & Beyond, Inc.
|
| |
■
Designer Brands, Inc.
|
| |
■
PVH Corp.
|
|
|
■
Best Buy Co., Inc.
|
| |
■
Dollar Tree, Inc.
|
| |
■
Ross Stores, Inc.
|
|
|
■
Burlington Stores, Inc.
|
| |
■
Express, Inc.
|
| |
■
Target Corporation
|
|
|
■
Carter’s, Inc.
|
| |
■
Foot Locker, Inc.
|
| |
■
The TJX Companies, Inc.
|
|
|
■
Chico’s FAS, Inc.
|
| |
■
Gap, Inc.
|
| |
■
Ulta Beauty, Inc.
|
|
|
■
The Children’s Place, Inc.
|
| |
■
The Home Depot, Inc.
|
| | | |
|
58
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Goal
|
| |
Weight
|
| |
Result
|
| |
Weighted Payout %
|
| |||||||||
| Cumulative Net Sales | | | | | 40% | | | | | $ | 52.218B | | | | | | 72.7% | | |
| Cumulative Operating Margin | | | | | 30% | | | | | | 4.9%(1) | | | | | | 56.7% | | |
| Cumulative Operating Cash Flow | | | | | 30% | | | | | $ | 3.600B(2) | | | | | | 60.5% | | |
|
Overall Achievement
|
| | | | | | | | | | | | | | | | 64.2% | | |
|
NEO
|
| |
Number of PSUs at Target for 2021-2023
Performance Period(1) (#) |
| |
Number of PSUs Actually Earned for
2021-2023 Performance Period (#) |
| ||||||
| Ms. Timm | | | | | 13,275 | | | | | | 6,399 | | |
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
59
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
60
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Perquisite
|
| |
Amount for CEO, Chief Merchandising
Officer, COO & CFO |
| |
Amount for Other
NEOs (per Year) |
| ||||||
|
Personal use of aircraft(1)
|
| |
■ CEO
|
| |
$250,000 per year
|
| |
$0
|
| |||
|
■ Others
|
| |
$0
|
| | | | ||||||
| Automobile expense reimbursement | | | No fixed limit(2) | | | $18,000 | | ||||||
| Personal financial or tax-related advisory services | | | Up to $10,000 per year for financial and no fixed limit for tax-related advisory services | | | Up to $10,000 | | ||||||
| Supplemental health care plan, for medical expenses not covered by insurance | | | Up to $50,000 per year | | | Up to $25,000 | | ||||||
| Charitable contribution matching(3) | | | Up to $10,000 per year | | | Up to $10,000 | |
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
61
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Executive
|
| |
Ownership Requirement
|
|
|
CEO
|
| |
Six times base salary
|
|
| Other NEOs and All Senior Executive Vice Presidents | | |
Three times base salary
|
|
|
Executive Vice Presidents
|
| |
Equal to their base salary
|
|
|
62
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
63
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Name and Principal
Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards(1)(2) ($) |
| |
Option
Awards(1) ($) |
| |
Non-Equity
Incentive Plan Compensation(3) ($) |
| |
Change in
Pension Value and Non- qualified Deferred Compensation Earnings(4) ($) |
| |
All Other
Compensation(5) ($) |
| |
Total
($) |
| |||||||||||||||||||||||||||
|
Thomas A. Kingsbury
Chief Executive Officer |
| | | | 2023 | | | | | | 1,475,000 | | | | | | — | | | | | | 4,699,989 | | | | | | — | | | | | | 2,209,550 | | | | | | — | | | | | | 578,350 | | | | | | 8,962,889 | | |
| | | 2022 | | | | | | 240,246 | | | | | | — | | | | | | 3,775,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 412,619 | | | | | | 4,427,865 | | | |||
|
Jill Timm(6)
Chief Financial Officer |
| | | | 2023 | | | | | | 938,750 | | | | | | 450,000 | | | | | | 3,600,023 | | | | | | | | | | | | 1,057,160 | | | | | | — | | | | | | 113,205 | | | | | | 6,159,138 | | |
| | | 2022 | | | | | | 878,333 | | | | | | — | | | | | | 1,550,040 | | | | | | — | | | | | | — | | | | | | — | | | | | | 91,255 | | | | | | 2,519,628 | | | |||
| | | 2021 | | | | | | 850,000 | | | | | | — | | | | | | 1,250,055 | | | | | | — | | | | | | 1,419,000 | | | | | | — | | | | | | 69,836 | | | | | | 3,588,891 | | | |||
|
Fred Hand(7)
Senior Executive Vice President, Director of Stores |
| | | | 2023 | | | | | | 309,896 | | | | | | 525,000 | | | | | | 2,924,994 | | | | | | — | | | | | | 293,140 | | | | | | — | | | | | | 36,389 | | | | | | 4,089,419 | | |
|
Nick Jones(8)
Chief Merchandising and Digital Officer |
| | | | 2023 | | | | | | 781,251 | | | | | | 1,380,000 | | | | | | 1,999,987 | | | | | | — | | | | | | 448,560 | | | | | | — | | | | | | 452,598 | | | | | | 5,062,396 | | |
|
Jennifer Kent(9)
Senior Executive Vice president, Chief Legal Officer and Secretary |
| | | | 2023 | | | | | | 616,898 | | | | | | 450,000 | | | | | | 3,849,991 | | | | | | — | | | | | | 612,040 | | | | | | — | | | | | | 64,959 | | | | | | 5,593,888 | | |
|
Dave Alves(10)
Former President and Chief Operating Officer |
| | | | 2023 | | | | | | 731,179 | | | | | | 1,400,000 | | | | | | 3,599,997 | | | | | | — | | | | | | 364,751 | | | | | | — | | | | | | 2,411,921 | | | | | | 8,507,848 | | |
| | | |
Amount Reported
|
| |
Other Possible Amounts
|
| ||||||||||||||||||
|
NEO
|
| |
(Target)
($) |
| |
Minimum
($) |
| |
Threshold
($) |
| |
Maximum
($) |
| ||||||||||||
|
Mr. Kingsbury
|
| | | | 4,699,989 | | | | | | — | | | | | | 1,762,496 | | | | | | 11,749,972 | | |
| Ms. Timm | | | | | 1,260,009 | | | | | | — | | | | | | 472,503 | | | | | | 3,150,023 | | |
| Mr. Hand | | | | | 404,995 | | | | | | — | | | | | | 151,873 | | | | | | 1,012,487 | | |
| Mr. Jones | | | | | 1,199,995 | | | | | | — | | | | | | 449,998 | | | | | | 2,999,988 | | |
| Ms. Kent | | | | | 809,999 | | | | | | — | | | | | | 303,750 | | | | | | 2,024,998 | | |
| Mr. Alves | | | | | 1,199,995 | | | | | | — | | | | | | — | | | | | | — | | |
|
64
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
Name
|
| |
Our
Contribution to Executive Officer’s Defined Contribution Plan Accounts ($) |
| |
Payments Made
by Us for Term Life, Long-Term Disability and Accidental Death and Dismemberment Insurance ($) |
| |
Our
Reimbursement of Financial Planning and Tax Advice Expenses ($) |
| |
Automobile
Expense Allowance ($) |
| |
Relocation
and Travel Expense Reimbursement ($) |
| |
Supplemental
Health Care Coverage(a) ($) |
| |
Utilization
of Company Owned or Chartered Aircraft(b) ($) |
| |
Post-
Employment Contractual Benefits(c) ($) |
| |
Other(d)
($) |
| |
Total
($) |
| ||||||||||||||||||||||||||||||
Mr. Kingsbury | | | | | 16,500 | | | | | | 11,920 | | | | | | 25,737 | | | | | | 21,600 | | | | | | 160,000 | | | | | | 50,000 | | | | | | 244,193 | | | | | | — | | | | | | 48,400 | | | | | | 578,350 | | |
Ms. Timm | | | | | 16,500 | | | | | | 18,705 | | | | | | — | | | | | | 18,000 | | | | | | — | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | 10,000 | | | | | | 113,205 | | |
Mr. Hand | | | | | — | | | | | | 4,639 | | | | | | — | | | | | | 6,750 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,389 | | |
Mr. Jones | | | | | — | | | | | | 7,982 | | | | | | — | | | | | | 17,620 | | | | | | 257,678 | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | 119,318 | | | | | | 452,598 | | |
Ms. Kent | | | | | — | | | | | | 16,989 | | | | | | 2,720 | | | | | | 17,250 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | 3,000 | | | | | | 64,959 | | |
Mr. Alves | | | | | — | | | | | | 15,337 | | | | | | 6,010 | | | | | | 16,443 | | | | | | 74,131 | | | | | | 50,000 | | | | | | — | | | | | | 2,250,000 | | | | | | — | | | | | | 2,411,921 | | |
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
65
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
| | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units(3) (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Equity Awards(4) ($) |
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |||||||||||||||||||||||||||||||||||||||||||||
Mr. Kingsbury(5)
|
| | | | | | | | | | 645,313 | | | | | | 2,581,250 | | | | | | 3,871,875 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,714 | | | | | | 196,570 | | | | | | 491,425 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,699,989 | | | ||
Ms. Timm(6)
|
| | | | | | | | | | 308,750 | | | | | | 1,235,000 | | | | | | 1,852,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,762 | | | | | | 52,698 | | | | | | 131,745 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,260,009 | | | ||
| | | 3/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,728 | | | | | | — | | | | | | — | | | | | | 840,010 | | | ||
| | | 4/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,767 | | | | | | — | | | | | | — | | | | | | 1,500,004 | | | ||
Mr. Hand(7)
|
| | | | | | | | | | 85,613 | | | | | | 342,453 | | | | | | 513,679 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 10/13/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,717 | | | | | | 20,579 | | | | | | 51,448 | | | | | | — | | | | | | — | | | | | | — | | | | | | 404,995 | | | ||
| | | 10/13/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 126,404 | | | | | | — | | | | | | — | | | | | | 2,249,991 | | | ||
| | | 10/13/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,169 | | | | | | — | | | | | | — | | | | | | 270,008 | | | ||
Mr. Jones(8)
|
| | | | | | | | | | 630,000 | | | | | | 1,260,000 | | | | | | 1,890,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,821 | | | | | | 50,188 | | | | | | 125,470 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,199,995 | | | ||
| | | 3/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,883 | | | | | | — | | | | | | — | | | | | | 799,992 | | | ||
Ms. Kent(9)
|
| | | | | | | | | | 178,750 | | | | | | 715,000 | | | | | | 1,072,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,805 | | | | | | — | | | | | | — | | | | | | 2,499,998 | | | ||
| | | 3/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,704 | | | | | | 33,877 | | | | | | 84,693 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 809,999 | | | ||
| | | 3/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,896 | | | | | | — | | | | | | — | | | | | | 539,994 | | | ||
Mr. Alves(10)
|
| | | | | | | | | | — | | | | | | 875,000 | | | | | | 1,662,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,821 | | | | | | 50,188 | | | | | | 125,470 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,199,995 | | | ||
| | | 3/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,883 | | | | | | — | | | | | | — | | | | | | 799,992 | | | ||
| | | 4/14/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,435 | | | | | | — | | | | | | — | | | | | | 1,600,010 | | |
|
66
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
67
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
| | | |
Stock Awards and Units(1)
|
| |
Equity Incentive Plan Awards(1)(3)
|
| |||||||||||||||||||||||||||||||||
| | | |
Number
of Shares of Stock That Have Not Vested (#) |
| |
Vesting Schedule
|
| |
Market
Value of Shares of Stock That Have Not Vested(2) ($) |
| |
Number
of Units of Stock That Have Not Vested (#) |
| |
Vesting Schedule
|
| |
Market
Value of Units of Stock That Have Not Vested(2) ($) |
| |||||||||||||||||||||
|
Name
|
| |
Annual
Award Vesting |
| |
Future Vesting Date(s)
|
| |
Scheduled
Vesting Date |
| |
Performance
Period |
| |||||||||||||||||||||||||||
| Mr. Kingsbury | | | | | | | | | | | | | | | | | | | | | | | | | | 209,489 | | | | March 2026 | | | 2023-2025 | | | | | 5,530,510(8) | | |
|
Ms. Timm
|
| | | | 15,422 | | | | | | 20% | | | |
December 13, 2024
|
| | | | 407,141 | | | | | | 6,399 | | | |
March 12, 2024
|
| |
2021-2023
|
| | | | 168,934(6) | | |
| | | 8,383 | | | | | | 25% | | | | March 27, 2024 | | | | | 221,311 | | | | | | 5,640 | | | | March 2025 | | | 2022-2024 | | | | | 148,896(7) | | | |||
| | | 5,074 | | | | | | 25% | | | | March 29, 2024, 2025 | | | | | 133,954 | | | | | | 56,162 | | | | March 2026 | | | 2023-2025 | | | | | 1,482,677(8) | | | |||
| | | 8,739 | | | | | | 25% | | | | March 28, 2024, 2025, 2026 | | | | | 230,710 | | | | | | | | | | | | | | | | | | | | | |||
| | | 41,274 | | | | | | 25% | | | |
March 27, 2024, 2025, 2026, 2027
|
| | | | 1,089,634 | | | | | | | | | | | | | | | | | | | | | |||
| | | 69,024 | | | | | | 100% | | | | April 21, 2024 | | | | | 1,822,234 | | | | | | | | | | | | | | | | | | | | | |||
|
Mr. Hand
|
| | | | 128,728 | | | | | | | | | |
October 13, 2024, 2025, 2026(4)
|
| | | | 3,398,419 | | | | | | 20,958 | | | |
March 2026
|
| |
2023-2025
|
| | | | 553,291(8) | | |
| | | 15,448 | | | | | | 25% | | | |
October 13, 2024, 2025, 2026,
2027 |
| | | | 407,827 | | | | | | | | | | | | | | | | | | | | | |||
| Mr. Jones | | | | | 39,307 | | | | | | 25% | | | |
March 27, 2024, 2025, 2026, 2027
|
| | | | 1,037,705 | | | | | | 53,487 | | | | March 2026 | | | 2023-2025 | | | | | 1,412,057(8) | | |
|
Ms. Kent
|
| | | | 114,890 | | | | | | | | | |
March 15, 2024, 2025, 2026(5)
|
| | | | 3,033,096 | | | | | | 36,104 | | | |
March 2026
|
| |
2023-2025
|
| | | $ | 953,146(8) | | |
| | | 26,533 | | | | | | 25% | | | |
March 27, 2024, 2025, 2026, 2027
|
| | | | 700,471 | | | | | | | | | | | | | | | | | | | | | |||
| Mr. Alves | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | — | | | — | | | | | — | | |
|
68
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on
Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized on
Vesting ($) |
| ||||||||||||
| Mr. Kingsbury | | | | | — | | | | | | — | | | | | | 146,052 | | | | | | 3,794,519 | | |
| Ms. Timm | | | | | — | | | | | | — | | | | | | 119,710 | | | | | | 3,217,053 | | |
| Ms. Hand | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Mr. Jones | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Ms. Kent | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Mr. Alves(1) | | | | | — | | | | | | — | | | | | | 77,999 | | | | | | 1,998,242 | | |
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
69
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
70
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
71
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Potential Payments
to Mr. Kingsbury |
| |
Voluntary
Termination by Executive ($) |
| |
Involuntary
Termination by Kohl’s With Cause ($) |
| |
Termination by
Executive for Good Reason (No Change of Control) ($) |
| |
Termination by
Executive for Good Reason (Following a Change of Control) ($) |
| |
Termination
Due to Disability ($) |
| |
Death
($) |
| ||||||||||||||||||
| Severance Payment | | | | | — | | | | | | — | | | | | | 1,862,945 | | | | | | 7,947,320 | | | | | | 737,500 | | | | | | 737,500 | | |
| Pro Rated Bonus(1) | | | | | — | | | | | | — | | | | | | 2,214,713 | | | | | | 2,214,713 | | | | | | 2,214,713 | | | | | | 2,214,713 | | |
|
Health Care Continuation
|
| | | | — | | | | | | — | | | | | | 12,858 | | | | | | 28,129 | | | | | | — | | | | | | — | | |
| Outplacement | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 20,000 | | | | | | — | | | | | | — | | |
| Value of Accelerated Performance Share Units(2) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,530,510 | | | | | | 5,530,510 | | | | | | 5,530,510 | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 4,110,517 | | | | | | 15,740,672 | | | | | | 8,482,723 | | | | | | 8,482,723 | | |
|
72
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
73
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
74
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
75
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Potential Payments
to Ms. Timm |
| |
Voluntary
Termination by Executive ($) |
| |
Involuntary
Termination by Kohl’s With Cause ($) |
| |
Termination by
Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($) |
| |
Termination by Executive
for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($) |
| |
Termination
Due to Disability ($) |
| |
Death
($) |
| ||||||||||||||||||
| Severance Payment | | | | | — | | | | | | — | | | | | | 1,900,000 | | | | | | 3,432,667 | | | | | | 475,000 | | | | | | 475,000 | | |
| Pro Rated Bonus(1) | | | | | — | | | | | | — | | | | | | 1,057,160 | | | | | | — | | | | | | 1,057,160 | | | | | | 1,057,160 | | |
|
Health Care Continuation
|
| | | | — | | | | | | — | | | | | | 31,118 | | | | | | 31,118 | | | | | | — | | | | | | — | | |
| Outplacement | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 20,000 | | | | | | — | | | | | | — | | |
|
Value of Accelerated
Restricted Stock and Restricted Stock Units(2) |
| | | | — | | | | | | — | | | | | | 3,283,236 | | | | | | 3,904,982 | | | | | | 3,904,982 | | | | | | 3,904,982 | | |
|
Value of Accelerated Performance Share Units(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,230,133 | | | | | | 1,800,481 | | | | | | 2,230,133 | | |
| Acceleration of Cash Award | | | | | 412,500 | | | | | | 412,500 | | | | | | 450,000 | | | | | | 450,000 | | | | | | | | | | | | | | |
|
Total
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
6,704,014
|
| | | |
|
10,031,400
|
| | | |
|
7,687,649
|
| | | |
|
8,117,276
|
| |
|
76
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Potential Payments
to Ms. Kent |
| |
Voluntary
Termination by Executive ($) |
| |
Involuntary
Termination by Kohl’s With Cause ($) |
| |
Termination by
Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($) |
| |
Termination by Executive
for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($) |
| |
Termination
Due to Disability ($) |
| |
Death
($) |
| ||||||||||||||||||
| Severance Payment | | | | | — | | | | | | — | | | | | | 1,300,000 | | | | | | 1,300,000 | | | | | | 325,000 | | | | | | 325,000 | | |
| Pro Rated Bonus(1) | | | | | — | | | | | | — | | | | | | 612,040 | | | | | | — | | | | | | 612,040 | | | | | | 612,040 | | |
|
Health Care Continuation
|
| | | | — | | | | | | — | | | | | | 31,118 | | | | | | 31,118 | | | | | | — | | | | | | — | | |
| Outplacement | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 20,000 | | | | | | — | | | | | | — | | |
|
Value of Accelerated
Restricted Stock Units(2) |
| | | | — | | | | | | — | | | | | | 3,383,332 | | | | | | 3,733,567 | | | | | | 3,733,567 | | | | | | 3,733,567 | | |
| Value of Accelerated Performance Share Units(3) | | | | | — | | | | | | — | | | | | | — | | | | | | 953,146 | | | | | | 953,146 | | | | | | 953,146 | | |
|
Total
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
5,346,490
|
| | | |
|
6,037,831
|
| | | |
|
5,623,753
|
| | | |
|
5,623,753
|
| |
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
77
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Potential Payments
to Mr. Hand |
| |
Voluntary
Termination by Executive ($) |
| |
Involuntary
Termination by Kohl’s With Cause ($) |
| |
Termination by
Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($) |
| |
Termination by Executive
for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($) |
| |
Termination
Due to Disability ($) |
| |
Death
($) |
| ||||||||||||||||||
| Severance Payment | | | | | — | | | | | | — | | | | | | 1,750,000 | | | | | | 1,750,000 | | | | | | 437,500 | | | | | | 437,500 | | |
| Pro Rated Bonus(1) | | | | | — | | | | | | — | | | | | | 293,140 | | | | | | — | | | | | | 293,140 | | | | | | 293,140 | | |
|
Health Care Continuation
|
| | | | — | | | | | | — | | | | | | 20,361 | | | | | | 20,361 | | | | | | — | | | | | | — | | |
| Outplacement | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 20,000 | | | | | | — | | | | | | — | | |
|
Value of Accelerated
Restricted Stock Units(2) |
| | | | — | | | | | | — | | | | | | 2,922,649 | | | | | | 3,806,246 | | | | | | 3,806,246 | | | | | | 3,806,246 | | |
| Value of Accelerated Performance Share Units(3) | | | | | — | | | | | | — | | | | | | — | | | | | | 553,291 | | | | | | 553,291 | | | | | | 553,291 | | |
|
Total
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
5,006,150
|
| | | |
|
6,149,899
|
| | | |
|
5,090,178
|
| | | |
|
5,090,178
|
| |
|
78
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Potential Payments
to Mr. Jones |
| |
Voluntary
Termination by Executive ($) |
| |
Involuntary
Termination by Kohl’s With Cause ($) |
| |
Termination by
Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($) |
| |
Termination by Executive
for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($) |
| |
Termination
Due to Disability ($) |
| |
Death
($) |
| ||||||||||||||||||
| Severance Payment | | | | | — | | | | | | — | | | | | | 1,800,000 | | | | | | 1,800,000 | | | | | | 450,000 | | | | | | 450,000 | | |
| Pro Rated Bonus(1) | | | | | — | | | | | | — | | | | | | 1,078,560 | | | | | | — | | | | | | 1,078,560 | | | | | | 1,078,560 | | |
|
Health Care Continuation
|
| | | | — | | | | | | — | | | | | | 20,361 | | | | | | 20,361 | | | | | | — | | | | | | — | | |
| Outplacement | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 20,000 | | | | | | — | | | | | | — | | |
|
Value of Accelerated
Restricted Stock Units(2) |
| | | | — | | | | | | — | | | | | | 518,852 | | | | | | 1,037,705 | | | | | | 1,037,705 | | | | | | 1,037,705 | | |
| Value of Accelerated Performance Share Units(3) | | | | | — | | | | | | — | | | | | | — | | | | | | 1,412,057 | | | | | | 1,412,057 | | | | | | 1,412,057 | | |
|
Total
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
3,437,774
|
| | | |
|
4,290,123
|
| | | |
|
3,978,322
|
| | | |
|
3,978,322
|
| |
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
79
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
| Year(1) | | | Summary Compensation Table Total for First PEO ($) | | | Summary Compensation Table Total for Second PEO ($) | | | Compensation Actually Paid to First PEO(2)(3)($) ($) | | | Compensation Actually Paid to Second PEO(2)(3)($) ($) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officer(2)(3)($) ($) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income (Loss)(6) ($) | | | Sales ($) | | | | | |||||||||||||||||||||||||||||||||||||||
| Total Shareholder Return(4) ($) | | | Peer Group Total Shareholder Return(5) ($) | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
| 2022 | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | |||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | |
| Year | | | PEO #1 | | | PEO #2 | | | Non-PEOs | |
| 2023 | | | | | | N/A | | | Ms. Timm, Mr. Hand, Mr. Jones, Ms. Kent, Mr. Alves | |
| 2022 | | | Ms. Gass | | | Mr. Kingsbury | | | Ms. Timm, Mr. Chini, Ms. Mc Feeney, Ms. Raymond, Mr. Gaffney, Mr. Revelle | |
| 2021 | | | Ms. Gass | | | N/A | | | Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Gaffney | |
| 2020 | | | Ms. Gass | | | N/A | | | Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Kelroy | |
| 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
| $ | | | $ | | | $ | | | $ | | | $ | |
|
80
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
| Adjustments to Determine 2023 Compensation “Actually Paid” | | | First PEO ($) | | | Average Non-PEO ($) | | ||||||
| Total Reported in 2023 Summary Compensation Table (SCT) | | | | | | | | | | | | ||
| Less, Value of Stock Awards Reported in SCT | | | | | ( | | | | | | ( | | |
| Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | | | | | | | | | | | | ||
| Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | | | | | | | | | | ( | | | |
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | | | | | | | | ||
| Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | | | | | ( | | | | | | ( | | |
| Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | | | | | | | | | | | | ||
| Total Adjustments | | | | | | | | | | | | | |
| Actual Compensation Actually Paid for Fiscal Year 2023 | | | | | | | | | | | |
| Adjustments to Determine 2022 Compensation “Actually Paid” | | | First PEO ($) | | | Second PEO ($) | | | Average Non-PEO ($) | | |||||||||
| Total Reported in 2022 Summary Compensation Table (SCT) | | | | | | | | | | | | | | | | | |||
| Less, Value of Stock Awards Reported in SCT | | | | | ( | | | | | | ( | | | | | | ( | | |
| Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | | | | | | | | | | | | | | | | | |||
| Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | | | | | | | | | | | | | | | ( | | | ||
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | | | | | | | | | | | | | |||
| Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | | | | | | | | | | ( | | | | | | ( | | | |
| Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | | | | | ( | | | | | | | | | | | ( | | | |
| Total Adjustments | | | | | ( | | | | | | | | | | | | ( | | |
| Actual Compensation Actually Paid for Fiscal Year 2022 | | | | | ( | | | | | | | | | | | ( | | |
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
81
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
| Adjustments to Determine 2021 Compensation “Actually Paid” | | | First PEO ($) | | | Average Non-PEO ($) | | ||||||
| Total Reported in 2021 Summary Compensation Table (SCT) | | | | | | | | | | | | ||
| Less, Value of Stock Awards Reported in SCT | | | | | ( | | | | | | ( | | |
| Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | | | | | | | | | | | | ||
| Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | | | | | | | | | | | | ||
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | | | | | | | | ||
| Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | | | | | | | | | | | | ||
| Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | | | | | | | | | | | | ||
| Total Adjustments | | | | | | | | | | | | | |
| Actual Compensation Actually Paid for Fiscal Year 2021 | | | | | | | | | | | |
| Adjustments to Determine 2020 Compensation “Actually Paid” | | | First PEO ($) | | | Average Non-PEO ($) | | ||||||
| Total Reported in 2020 Summary Compensation Table (SCT) | | | | | | | | | | | | ||
| Less, Value of Stock Awards Reported in SCT | | | | | ( | | | | | | ( | | |
| Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | | | | | | | | | | | | ||
| Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | | | | | ( | | | | | | ( | | |
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | | | | | | | | ||
| Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | | | | | ( | | | | | | ( | | |
| Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | | | | | | | | | | | | ||
| Total Adjustments | | | | | | | | | | | | | |
| Actual Compensation Actually Paid for Fiscal Year 2020 | | | | | | | | | | | |
|
82
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
83
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Executive Compensation
|
|
| Most important Performance Measures for 2023 | |
| ■ | |
| ■ | |
| ■ | |
| ■ | |
| ■ | |
|
84
|
| |
Corporate.Kohls.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Security Ownership of Certain Beneficial Owners, Directors, and Management
|
|
|
Name of Beneficial Owner
|
| |
Amount Beneficially Owned
(#) |
| |
Percent of Class
|
| ||||||
|
Directors and Executive Officers
|
| | | | | | | | | | | | |
| Wendy Arlin | | | | | 5,551(1) | | | | | | * | | |
| Michael J. Bender | | | | | 25,638(2) | | | | | | * | | |
| Peter Boneparth | | | | | 89,572(3) | | | | | | * | | |
| Yael Cosset | | | | | 27,969(4) | | | | | | * | | |
| Christine Day | | | | | 13,365(5) | | | | | | * | | |
| H. Charles Floyd | | | | | 27,497(6) | | | | | | * | | |
| Margaret L. Jenkins | | | | | 13,365(7) | | | | | | * | | |
| Robbin Mitchell | | | | | 15,386(8) | | | | | | * | | |
| Jonas Prising | | | | | 69,947(9) | | | | | | * | | |
| John E. Schlifske | | | | | 55,691(10) | | | | | | * | | |
| Adrianne Shapira | | | | | 30,852(11) | | | | | | * | | |
| Adolfo Villagomez | | | | | 5,133(12) | | | | | | * | | |
| Thomas A. Kingsbury | | | | | 177,762 | | | | | | * | | |
| Jill Timm | | | | | 229,341(13) | | | | | | * | | |
| Nicholas Jones | | | | | 9,220(14) | | | | | | * | | |
| Jennifer Kent | | | | | 36,472(15) | | | | | | * | | |
| Fred Hand | | | | | 2,605 | | | | | | * | | |
| David Alves | | | | | 41,338 | | | | | | * | | |
| All current Directors and executive officers as a group (19 persons) | | | | | 952,346(16) | | | | | | * | | |
|
Kohl’s Corporation | 2024 Proxy Statement
|
| |
85
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Security Ownership of Certain Beneficial Owners, Directors, and Management
|
|
|
Name of Beneficial Owner
|
| |
Amount Beneficially Owned
(#) |
| |
Percent of Class
|
| ||||||
|
5% Owners
|
| | | | | | | | | | | | |
|
BlackRock, Inc.
50 Hudson Yards New York, NY 10001 |
| | | | 18,139,762(17) | | | | | | 16.4% | | |
|
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 12,591,595(18) | | | | | | 11.4% | | |
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street Baltimore, MD 21202 |
| | | | 9,302,829(19) | | | | | | 8.4% | | |
|
FMR LLC
245 Summer Street Boston, Massachusetts 02210 |
| | | | 8,286,173(20) | | | | | | 7.5% | | |
|
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One Austin, TX 78746 |
| | | | 5,800,973(21) | | | | | | 5.2% | | |
|
GIC Private Limited
168 Robinson Road #37-01 Capital Tower Singapore 068912 |
| | | | 5,543,944(22) | | | | | | 5.0% | | |
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86
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Corporate.Kohls.com
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Security Ownership of Certain Beneficial Owners, Directors, and Management
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Kohl’s Corporation | 2024 Proxy Statement
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87
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Audit Matters
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PROPOSAL 3
RATIFICATION OF
THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.
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The Board of Directors unanimously recommends a vote “FOR” approval of the ratification of the appointment of Ernst & Young as our independent registered public accounting firm.
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88
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Corporate.Kohls.com
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Audit Matters
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![]()
Yael
Cosset, Chair |
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![]()
Wendy
Arlin |
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Michael J.
Bender |
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![]()
Christine
Day |
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Margaret L.
Jenkins |
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Robbin
Mitchell |
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Adolfo
Villagomez |
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Kohl’s Corporation | 2024 Proxy Statement
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89
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Audit Matters
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Fiscal Year
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Ernst & Young Fees
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2023
($) |
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2022
($) |
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| Audit fees(1) | | | | | 1,615,537 | | | | | | 1,678,800 | | |
| Audit-related fees(2) | | | | | — | | | | | | 60,275 | | |
| Tax fees(3) | | | | | 494,733 | | | | | | 900,065 | | |
| All other fees(4) | | | | | — | | | | | | — | | |
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Total
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2,110,270
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2,639,140
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90
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Corporate.Kohls.com
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Management Proposal
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PROPOSAL 4
APPROVAL OF THE
KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN |
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The Board of Directors unanimously recommends a vote “FOR” approval of the 2024 long-term compensation plan.
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Plan
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Shares to Be Issued
Upon Exercise of Outstanding Options (#) |
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Restricted Shares,
Restricted Stock Units and Performance Share Awards (#) |
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Shares Remaining
Available for Future Grant (#) |
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| Kohl’s Corporation 2017 Long-Term Compensation Plan(1) | | | | | — | | | | | | 4,785,851(2)(4) | | | | | | 3,520,494(3)(4) | | |
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Kohl’s Corporation | 2024 Proxy Statement
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91
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Management Proposal
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92
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Management Proposal
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Kohl’s Corporation | 2024 Proxy Statement
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93
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Management Proposal
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94
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Corporate.Kohls.com
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Management Proposal
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Kohl’s Corporation | 2024 Proxy Statement
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95
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Management Proposal
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96
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Corporate.Kohls.com
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Management Proposal
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Kohl’s Corporation | 2024 Proxy Statement
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97
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Management Proposal
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98
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Corporate.Kohls.com
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Management Proposal
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Name and Position or Group
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2023 Restricted
Stock Units (#) |
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2023 Performance Shares
(at Target Payout) (#) |
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Thomas A. Kingsbury
Chief Executive Officer |
| | | | 0(1) | | | | | | 196,570 | | |
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Jill Timm
Chief Financial Officer |
| | | | 103,495 | | | | | | 52,698 | | |
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Fred Hand
Senior Executive Vice President, Director of Stores |
| | | | 141,573 | | | | | | 20,579 | | |
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Nick Jones
Chief Merchandising & Digital Officer |
| | | | 36,883 | | | | | | 50,188 | | |
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Jennifer Kent
Chief Legal Officer |
| | | | 132,701 | | | | | | 33,877 | | |
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Dave Alves
Former President and Chief Operating Officer |
| | | | 105,318 | | | | | | 50,188 | | |
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Current Executive Officers as a Group
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519,970
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404,100
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Non-Employee Directors as a Group
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97,815
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0
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Non-Executive Officer Employees as a Group
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1,356,811
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308,488
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Kohl’s Corporation | 2024 Proxy Statement
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99
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Management Proposal
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100
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Corporate.Kohls.com
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Management Proposal
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(a)
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(b)
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(c)
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Plan Category
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Number of Securities to
Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) |
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Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights ($) |
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Number of Securities Remaining
Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) |
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Equity compensation plans
approved by security holders(1) |
| | | | 3,308,200 | | | | | | — | | | | | | 4,962,410 | | |
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Equity compensation plans not
approved by security holders(2) |
| | | | 1,747,441 | | | | | $ | 69.68 | | | | | | — | | |
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Total
|
| | | | 5,055,641 | | | | | $ | 69.68 | | | | | | 4,962,410 | | |
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The Board of Directors unanimously recommends a vote “FOR” approval of the 2024 long-term compensation plan.
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Kohl’s Corporation | 2024 Proxy Statement
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101
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Shareholder Proposal
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PROPOSAL 5
SHAREHOLDER PROPOSAL— CORPORATE FINANCIAL SUSTAINABILITY REPORT
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The Board of Directors unanimously recommends a vote “AGAINST” this proposal.
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102
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Shareholder Proposal
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Kohl’s Corporation | 2024 Proxy Statement
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103
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Shareholder Proposal
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Establishing a separate corporate financial sustainability committee is not necessary to ensure effective oversight and review of the Company’s policy positions, advocacy, partnerships and charitable giving on social and political matters, in light of the Company’s existing governance framework which already reflects its significant commitments to corporate financial sustainability.
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Kohl’s existing public disclosures already detail the Company’s longstanding and unwavering commitment to corporate financial sustainability, and the issuance of an additional public report would result in unnecessary expense, with limited benefit to shareholders.
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104
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Shareholder Proposal
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For the above reasons, the Board of Directors unanimously recommends that shareholders vote “AGAINST” the adoption of this shareholder proposal.
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Kohl’s Corporation | 2024 Proxy Statement
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105
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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Kohl’s Corporation | 2024 Proxy Statement
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A-1
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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A-2
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Corporate.Kohls.com
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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Kohl’s Corporation | 2024 Proxy Statement
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A-3
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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A-4
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Corporate.Kohls.com
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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Kohl’s Corporation | 2024 Proxy Statement
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A-5
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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A-6
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Corporate.Kohls.com
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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Kohl’s Corporation | 2024 Proxy Statement
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A-7
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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A-8
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Corporate.Kohls.com
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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Kohl’s Corporation | 2024 Proxy Statement
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A-9
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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A-10
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Corporate.Kohls.com
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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Kohl’s Corporation | 2024 Proxy Statement
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A-11
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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A-12
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Corporate.Kohls.com
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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Kohl’s Corporation | 2024 Proxy Statement
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A-13
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ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN
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A-14
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 15, 2024
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The 2023 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation
are available at www.proxyvote.com and www.fcrvote.com/kss |
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Exchange/Symbol
Kohl’s Corporation common stock is traded on the New York Stock Exchange under the symbol KSS.
Fortune 500
Kohl’s Corporation is a Fortune 500 company
SIC Code
5310
Independent Auditors
Ernst & Young LLP
Milwaukee, Wisconsin |
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Transfer Agent and Registrar
EQ Shareowner Services
P.O. Box 64854 St. Paul, Minnesota 55164-0854 (800) 468-9716
Other Information
For quarterly earnings reports, our periodic filings with the SEC, upcoming events and other investor information, please visit our website at Corporate.Kohls.com
Investor Relations
investor.relations@kohls.com
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