SECURITIES AND EXCHANGE COMMISSION
INFORMATION
Securities Exchange Act of 1934
(Amendment No. )
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| Notice of Annual Meeting of Shareholders | |
Date and Time | | | Virtual Meeting—Live Interactive Webcast | | | Record Date | |
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KOHL’S CORPORATION
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2018
To Our Shareholders:
| Items of Business | | | See Page | | |||
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| 5 | | | 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 | | | | PROPOSAL 2 | | | | PROPOSAL 3 | | | | PROPOSAL 4 | | ||||||||||||
| ELECTION OF DIRECTORS | | | | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | | | | ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY- ON-PAY ADVISORY VOTES | | | | RATIFICATION OF THE APPOINTMENT OF AUDITORS | | ||||||||||||
| Board Recommendation | | | | Board Recommendation | | | | Board Recommendation | | | | Board Recommendation | | ||||||||||||
| | | “FOR” all nominees | | | | | | “FOR” | | | | | | FOR a frequency of “ONE YEAR” | | | | | | “FOR” | |
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| Notice of Annual Meeting of Shareholders | |
| | Internet | | | | Phone | | | | Mail | | |
| | Follow the instructions on your proxy card to vote over the Internet. | | | | Follow the instructions on your proxy card to vote over the telephone. | | | | Sign and return the enclosed proxy card in the postage-paid envelope provided according to the included instructions | | |
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 10, 2023 | | |
| | The 2022 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation are available at www.proxyvote.com and www.fcrvote.com/kss | | |
| | | By Order of the Board of Directors, Thomas A. Kingsbury Chief Executive Officer Menomonee Falls, Wisconsin March 23, 2023 | |
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| Table of Contents | |
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| | | | Meeting Logistics | | |
| | | | Questions and Answers about the Meeting and Voting | | |
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| | | | Matters to Be Voted Upon at the Annual Meeting | | |
| | | | Nominees | | |
| | | | 2022 Performance Highlights | | |
| | | | Compensation Highlights | | |
| | | | Governance Highlights | | |
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| | | | Proposal 1—Election of Directors | | |
| | | | Information about Nominees | | |
| | | | Corporate Governance Matters | | |
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| | | | Values, Ethics, Human Rights and Governance | | |
| | | | Diversity, Equity & Inclusion | | |
| | | | Environmental Sustainability | | |
| | | | Social Supply Chain Management | | |
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| | | | Stock Ownership Requirements for Directors | |
| | | | EXECUTIVE COMPENSATION | | |
| | | | Proposal 2—Advisory Vote on the Approval of the Compensation of Our Named Executive Officers | | |
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| | | | Compensation Committee Report | | |
| | | | Compensation Discussion and Analysis | | |
| | | | Compensation Tables | | |
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| | | | CEO Pay Ratio | | |
| | | | Pay versus Performance | | |
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| | | | Delinquent Section 16(a) Reports | | |
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| | | | Proposal 4—Ratification of the Appointment of Our Independent Registered Public Accounting Firm | | |
| | | | Report of the Audit Committee | | |
| | | | Fees Paid to Ernst & Young | | |
| | | | Pre-Approval Policies and Procedures | |
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| General Information | |
| | | Date and Time | | | | | Virtual Meeting—Live Interactive Webcast | | | | | Record Date | | |||
| May 10, 2023 8:00 a.m. Central Time | | | www.cesonlineservices.com/kss23_vm | | | Close of business on March 8, 2023 | | |||||||||
| | | Admission | | | | | Date of Distribution | | ||||||||
| ■ Admission to the Annual Meeting is restricted to shareholders of record as of the record date and/or their designated representatives. ■ Shareholders and/or their designated representatives will need to pre-register by 8:00 a.m. Central Time on May 9, 2023, by visiting www.cesonlineservices.com/kss23_vm. Please have your proxy card containing your control number available and follow the instructions to complete your registration request. ■ 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 9, 2023, by visiting www.cesonlineservices.com/kss23_vm. Please have your voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request. ■ Requests to register to participate in the Annual Meeting must be received no later than 8:00 a.m. Central Time on May 9, 2023. ■ After registering, shareholders will receive a confirmation email with a link and instructions for accessing the Annual Meeting. | | | This proxy statement and the accompanying proxy card were first mailed to our shareholders on or about March 23, 2023. | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 1 | |
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| General Information | |
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| | INTERNET | | | | PHONE | | | | MAIL | | | | ATTEND THE MEETING | | |
| | Visit 24/7 www.fcrvote.com/kss and follow the instructions on the voting site | | | | Call toll-free 24/7 in the U.S. or Canada at 866-402-3905 | | | | Complete, sign, date and return your proxy card in the postage-paid envelope | | | | Attend the virtual meeting and cast your ballot online | | |
| | You will be required to enter your unique Control Number shown on your proxy card or Notice of Internet Availability 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. | | |
| | Our Board of Directors unanimously recommends that you vote on the proxy card or by telephone or via the Internet as set forth on the proxy card “FOR ALL” eleven of the Nominees to serve as Directors of the Company until the 2024 Annual Meeting of Shareholders, or, in each case, until their successors are duly elected and qualified. | | |
| 2 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| General Information | |
| | When and where will the meeting take place? | |
| | How can I attend the meeting? | |
| | What is the purpose of the meeting? | |
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| 1 | | | The election of eleven individuals | |
| | The approval, on an advisory basis, of the compensation of our named executive officers | | ||
| 3 | | | An advisory vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers | |
| 4 | | | The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February | |
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PLEASE NOTE: The meeting is expected to last less than 30 minutes.
Only shareholders of record at the close of business on March 14, 2018 are entitled to notice of and to vote at the meeting.
Under the rules adopted by the Securities Exchange Commission, we will mail to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the attached proxy statement and our Annual Report on Form 10-K via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials and the attached proxy statement also contain instructions on how you can receive a paper copy of the proxy materials.
The Notice of Internet Availability of Proxy Materials will be mailed to our shareholders beginning on or about March 23, 2018.
You are cordially invited to attend the Annual Meeting of Shareholders in person. Your vote is important no matter how large or small your holdings may be.Please vote as soon as possible in one of these three ways, whether or not you plan to attend the meeting:
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If you received a printed proxy card, you may complete, sign, date and return your proxy card by mail.
If you send in your proxy card or vote by telephone or the Internet, you may still decide to attend the Annual Meeting of Shareholders and vote your shares in person. Your proxy is revocable in accordance with the procedures set forth in this proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 16, 2018:The 2017 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation are available atwww.proxyvote.com.
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Menomonee Falls, Wisconsin
March 23, 2018
KOHL’S CORPORATION
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 16, 2018
GENERAL INFORMATION ABOUT THESE MATERIALS
This proxy statement describes matters on which we would like you, as a shareholder, to vote at our 2018 Annual Meeting of Shareholders. It also gives you information on these matters so that you can make informed decisions. You are receiving notice because our records indicate that you owned shares of our common stock at the close of business on March 14, 2018. Our Board of Directors has chosen March 14, 2018 as the “record date” for the meeting, which is the date used to determine which shareholders will be able to attend and vote at the meeting.
Our Board of Directors is soliciting your proxy to be used at the meeting. When you complete the proxy, you appoint two of our executives, Jason J. Kelroy and Kevin Mansell, as your representatives at the meeting. These individuals will vote your shares at the meeting as you have instructed them on the proxy card. This way, your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, it is a good idea to vote your shares in advance of the meeting just in case your plans change. The Notice of Internet Availability of Proxy Materials will be mailed to our shareholders beginning on or about March 23, 2018.
ABOUT OUR 2018 ANNUAL MEETING OF SHAREHOLDERS
When and where will the meeting take place?
The Annual Meeting of Shareholders will be held on Wednesday, May 16, 2018, at 8:00 a.m., local time, at the auditorium at Kohl’s Innovation Center, W165 N5830 Ridgewood Drive, Menomonee Falls, Wisconsin, 53051. Registration begins at 7:30 a.m.
How long is the meeting expected to last?
The meeting is expected to last less than 30 minutes.
What is the purpose of the meeting?
At the Annual Meeting of Shareholders, you will be asked to vote on the following matters:
the election of 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;
the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2019;
an advisory vote on the approval of the compensation of our named executive officers;
the shareholder proposal described below, if properly presented at the meeting; and
any other business that may properly come before the meeting or any adjournment of the meeting.
Could other matters be decided at the meeting?
Our Bylaws require prior notification of a shareholder’s intentshareholders to notify us in advance if they intend to request a vote on other matters at the meeting.any matter not described in our proxy statement. The deadline for notification has passed, and we are not aware of any other matters that could be brought before the meeting. However, if any other business is properly presented at the meeting, your completed proxy gives authority to Jason J. KelroyJennifer Kent and Kevin MansellElizabeth McCright to vote your shares on such matters at their discretion.
Who is entitled to attend the meeting?
| | Who is entitled to attend and vote at the meeting? | |
Who is entitled to vote at the meeting?
All shareholders who owned our common stock at the close of business on the record date are entitled to attend and vote at the meeting and at any adjournment of the meeting.
How many votes do I have?
As of the record date, there were 110,744,782 shares of our common stock outstanding.
How many votes must be present to hold the Annual Meeting of Shareholders?
| | How many votes must be present to hold the meeting? | |
How many votes may be cast by all shareholders?
A total of 168,236,899 votes may be cast at the meeting, consisting of one vote for each share of our common stock outstanding on the record date.
How do I vote?
You may vote in person at the meeting or vote by proxy as (described below.
Whether or not you intend to attend the meeting, you can vote by proxy in three ways:
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If you received a printed proxy card, you may complete, sign, date and return your proxy card by mail.
If you vote by proxy, your shares will be voted at the meeting in the manner you indicate. If you sign and return your proxy card, but do not specify how you want your shares to be voted, they will be voted as the Board of Directors recommends.
May I change or revoke my vote after I submit my proxy?
Yes. To change your vote previously submitted by proxy, you may:
cast a new vote by mailing a new proxy card with a later date;
cast a new vote by calling the toll-free telephone number provided on the voting website (www.proxyvote.com);
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if you hold shares in your name, attend the Annual Meeting of Shareholders and vote in person.
If you wish to revoke rather than change your vote, written revocation must be received by our corporate Secretary prior to the meeting.
Whatbelow) are the Board’s voting recommendations?
Unless you give other instructions on your proxy, the persons named as proxy holders on the proxy will vote in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends a vote:
FORthe election of the eleven nominees named under the caption “ITEM ONE — ELECTION OF DIRECTORS” and nominated by our Board of Directors to serve as Directors for a one-year term and until their successors are duly elected and qualified (see page 18);
FORthe ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2019 (see “ITEM TWO — RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” on page 75);
FORthe approval of the compensation of our named executive officers (see “ITEM THREE — ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS” on page 76); and
AGAINSTthe shareholder proposal on Shareholder Right to Act by Written Consent (see “ITEM FOUR — SHAREHOLDER PROPOSAL: SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT” on page 77).
How many votes will be required to approve each of the proposals?
ITEM ONE: Our Board of Directors has instituted a majority vote requirement for the election of Directors in uncontested elections. This means that a Director nominee will be elected if the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee. If you return a signed proxy card or otherwise complete your voting by proxy over the Internet or over the telephone 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 willquorum.
| | Am I a shareholder of record or a beneficial owner, and why does it matter? | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 3 | |
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| General Information | |
| | How do I vote? | |
ITEMS TWO, THREE AND FOUR: The ratificationrecord as of the appointmentrecord date, you may vote at the virtual Annual Meeting or vote by proxy as described below. Even if you plan to attend the meeting, we encourage you to vote in advance in one of Ernst & Young LLP asthree ways:
| | Internet | | | | Phone | | | | Mail | | |
| | Follow the instructions on your proxy card to vote over the Internet. | | | | Follow the instructions on your proxy card to vote over the telephone. | | | | Sign and return the enclosed proxy card in the postage-paid envelope provided according to the included instructions | | |
| | What is a proxy? | |
What if I do not indicate my vote for one or more of the matters on my proxy?
If you return a signed proxy card or otherwise complete your voting by proxy over the Internet or over the telephone without indicating your vote on a matter to be consideredtransacted at the Annual Meeting based upon the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. The form of Shareholders,proxy card accompanying this proxy statement designates each of Jennifer Kent, Corporate Secretary, and Elizabeth McCright, Assistant Corporate Secretary, as proxies for the Annual Meeting.
| | If I submit a proxy, how will my shares be voted? | |
proxy, you authorize the individuals named as proxies on the proxy card to vote your shares will be voted in accordance with the instructions you provide. If you sign and return a proxy card without indicating your instructions, your vote will be cast in accordance with the recommendation of our Board of Directors’ recommendations described above. In the eventDirectors:
| | | | PROPOSAL 1 | | | ELECTION OF DIRECTORS | | | | | “FOR ALL” eleven of the Nominees in Proposal 1 | | | ||
| | | | PROPOSAL 2 | | | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | | | | | “FOR” approval of the compensation of our named executive officers in Proposal 2 | | | ||
| | | | PROPOSAL 3 | | | ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | | | FOR a frequency of “ONE YEAR” for future non-binding advisory votes on the compensation of our named executive officers in Proposal 3 | | | ||
| | | | PROPOSAL 4 | | | RATIFICATION OF THEAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC AACOUNTING FIRM | | | | | “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023 in Proposal 4 | | |
What happens if I do
| | May my broker vote my shares for me? | |
| | May I change or revoke my vote after I submit my proxy? | |
telephone or via the Internet;
| 4 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| General Information | |
| | What are the Board’s voting recommendations, and how many votes are required to approve each proposal? | |
| Proposal | | | Board’s Recommendation | | | Votes Required to Pass | | | Effect of Abstentions and Broker Non-Votes | | ||||||
| 1 | | | Election of directors | | | | | FOR all Nominees | | | Our Board of Directors has instituted a majority vote requirement for the election of Directors in uncontested elections. This means that a Director nominee will be elected if the number of votes cast “FOR” that nominee exceeds the number of votes cast “AGAINST” that nominee. If you return a signed proxy card or otherwise complete your voting by proxy over the Internet or over the telephone 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. | | | No effect. | | |
| 2 | | | Advisory approval of the compensation of our named executive officers | | | | | FOR | | | This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it. | | | No effect. | | |
| 3 | | | Advisory vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers | | | | | FOR ONE YEAR | | | Because the vote on the frequency of future shareholder advisory votes on the compensation of our named executive officers is also an advisory vote and provides shareholders with multiple voting options, there is no minimum vote requirement that constitutes approval of this proposal. | | | No effect. | | |
| 4 | | | Ratification of our independent registered public accounting firm | | | | | FOR | | | This proposal will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” it. | | | No effect. | |
| | What happens if I do not vote by proxy? | |
How can I attend the Annual Meeting of Shareholders?
Only shareholders as of the close of business on the record date, March 14, 2018, may attend the Annual Meeting of Shareholders. To be admitted to the meeting, you will be required to present photo identification and an admission ticket or proof of ownership of your shares as of the record date, such asonly on
IF YOU DO NOT HAVE AN ADMISSION TICKET (OR PROOF OF OWNERSHIP) AND VALID PICTURE IDENTIFICATION, YOU WILL NOT BE ADMITTED TO THE MEETING.
The use of cameras, recording devicesbroker non-vote for Proposals 1, 2 and other electronic devices at the meeting is prohibited, and such devices will not be allowed in the meeting or any other related areas, except by credentialed media. We realize that many cellular phones have built-in digital cameras, and while you may bring these phones into the venue, you may not use the camera function at any time.
What happens if the Annual Meeting of Shareholders is postponed or adjourned?
3.
| | What happens if the meeting is adjourned? | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 5 | |
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| General Information | |
Will our independent registered public accounting firm participate in the meeting?
| | Will the Company’s independent registered public accounting firm participate in the meeting? | |
Are members of the Board of Directors required to attend the meeting?
questions.
| | Are members of the Board of Directors required to attend the meeting? | |
| | Who is soliciting my proxy? | |
| | Who will pay the expenses incurred in connection with the solicitation of my vote? | |
We pay all costs and expenses related to preparation of these proxy materials and solicitation of your vote.person or by telephone, mail, electronic transmission or facsimile transmission. We also pay all expenses related to the Annual Meeting of Shareholder expenses.Shareholders. In addition to soliciting proxies by mail, we may solicit proxies by telephone, personal contact, and electronic means. None of our Directors, officers, or employees will be specially compensated for these activities.
| | Can I view these proxy materials electronically? | |
Can I view these proxy materials electronically?
Yes. You may view our 20182023 proxy materials atwww.proxyvote.com. at:
| | | www.proxyvote.com | |
How can I receive copies of Kohl’s year-end Securities and Exchange Commission filings?
January 28, 2023.
| | How can I receive copies of Kohl’s year-end Securities and Exchange Commission filings? | |
| | | Kohl’s Corporation N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Attention: Investor Relations | | |
| | | investor.relations@kohls.com | |
How do shareholders submit proposals for Kohl’s 2019 Annual Meetingthe Form 10-K upon payment of Shareholders?
the reasonable expenses of furnishing them.
| | How can I submit a proposal for Kohl’s 2024 Annual Meeting of Shareholders? | |
To have
| | | Corporate Secretary Attention: Legal Kohl’s Corporation N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 | |
Shareholders and otherwise comply with the Rule 14a-8 requirements then in effect.
In addition to satisfying the foregoing requirements, to comply with the universal proxy rules for the 2024 Annual Meeting of Shareholders, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that complies with Rule 14a-19 under the Exchange Act by March 11, 2024.
| | How can I nominate a candidate for the Board of Directors? | |
| 6 | | | 2023 Proxy Statement |Kohl’s Corporation | |
ABOUT OUR BOARDTABLE OF DIRECTORS AND CORPORATE GOVERNANCE MATTERS
What is the makeupCONTENTS
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| General Information | |
| | What if I have additional questions? | |
| Innisfree M&A Incorporated | | ||||||||||
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| SHAREHOLDERS MAY CALL | | | | BANKS AND BROKERS MAY CALL | | ||||||
| | | toll free: (877) 687-1874 | | | | | | collect: (212) 750-5833 | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 7 | |
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| Proxy Summary | |
Date and Time | | | Virtual Meeting—Live Interactive Webcast | | | Record Date | |
May 10, 2023 8:00 a.m. Central Time | | | www.cesonlineservices.com/kss23_vm | | | Close of business on March 8, 2023 | |
| | | | PROPOSAL 1 | | | ELECTION OF DIRECTORS | | | | | “FOR ALL” eleven of the Nominees in Proposal 1 | | | ||
| | | | PROPOSAL 2 | | | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | | | | | “FOR” approval of the compensation of our named executive officers in Proposal 2 | | | ||
| | | | PROPOSAL 3 | | | ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | | | FOR a frequency of “ONE YEAR” for future non-binding advisory votes on the compensation of our named executive officers in Proposal 3 | | | ||
| | | | PROPOSAL 4 | | | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC AACOUNTING FIRM | | | | | “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023 in Proposal 4 | | |
| 8 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Proxy Summary | |
| | | | | | | | | | | | | | | | Kohl’s Independent Committee Membership | | | Other Current Public Company Boards | | |||||||||
| Director Name and Principal Occupation | | | Age | | | Director Since | | | Independent | | | Audit | | | Compensation | | | Nominating and ESG | | | Finance | | ||||||
| | | Michael J. Bender Former President and Chief Executive Officer, Eyemart Express, LLC | | | 61 | | | 2019 | | | | | | | | | | | | | | | ■ Acuity Brands | | ||||
| | | Peter Boneparth Former Senior Advisor to a division of The Blackstone Group, LLP, advising on the retail industry | | | 63 | | | 2008 | | | | | | | | | | | | | | ■ JetBlue Airways Corporation | | |||||
| | | Yael Cosset Senior Vice President and Chief Information Officer, The Kroger Co. | | | 49 | | | 2020 | | | | | | | | | | | | | | | | — | | |||
| | | Christine Day Chief Executive Officer, Executive Chair and Co-Founder, The House of LR&C | | | 61 | | | 2021 | | | | | | | | | | | | | | | — | | ||||
| | | H. Charles Floyd Global President of Operations, Hyatt Hotels Corporation | | | 63 | | | 2017 | | | | | | | | | | | | | | | | — | | |||
| | | Margaret L. Jenkins Former Senior Vice President, Chief Marketing Officer, Denny’s Corporation | | | 71 | | | 2021 | | | | | | | | | | | | | | | | ■ Citi Trends, Inc. | | |||
| | | Thomas A. Kingsbury Chief Executive Officer, Kohl’s Corporation | | | 70 | | | 2021 | | | | | | | | | | | | | | | | | — | | ||
| | | Robbin Mitchell Senior Advisor, Boston Consulting Group | | | 58 | | | 2021 | | | | | | | | | | | | | | | ■ Piper Sandler Companies | | ||||
| | | Jonas Prising Chair and Chief Executive Officer, ManpowerGroup | | | 58 | | | 2015 | | | | | | | | | | | | | | | | ■ ManpowerGroup | | |||
| | | John E. Schlifske Chair and Chief Executive Officer, The Northwestern Mutual Life Insurance Company | | | 63 | | | 2011 | | | | | | | | | | | | | | | — | | ||||
| | | Adrianne Shapira Managing Director, Eurazeo Brands | | | 52 | | | 2016 | | | | | | | | | | | | | | | — | | ||||
| Number of Meetings in Fiscal 2022 | | | Board—19 | | | 7 | | | 5 | | | 4 | | | 14 | | | | |
| | | Independent Chair of the Board | | | | | Committee Chair | | | | | Committee Chair effective immediately following the Annual Meeting | | | | | Committee Member | | | | | Audit Committee financial expert | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 9 | |
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| Proxy Summary | |
| 10 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Proxy Summary | |
experience.
| Skills, Diversity, and Experience | | | | | | | | | | | |||
| | | Current or former public company CEO | | | ● ● ● ● ● ● ● ● ● ● ● | | | 4 | | | 36% | | |
| | | Senior leadership | | | ● ● ● ● ● ● ● ● ● ● ● | | | 11 | | | 100% | | |
| | | Public company board service (other than Kohl’s) | | | ● ● ● ● ● ● ● ● ● ● ● | | | 9 | | | 82% | | |
| | | Board diversity (gender or racial/ethnic diversity) | | | ● ● ● ● ● ● ● ● ● ● ● | | | 5 | | | 45% | | |
| | | Retail or consumer-facing industry | | | ● ● ● ● ● ● ● ● ● ● ● | | | 11 | | | 100% | | |
| | | Finance, accounting, or financial reporting | | | ● ● ● ● ● ● ● ● ● ● ● | | | 9 | | | 82% | | |
| | | Mergers and acquisitions | | | ● ● ● ● ● ● ● ● ● ● ● | | | 8 | | | 73% | | |
| | | Technology, e-commerce or digital | | | ● ● ● ● ● ● ● ● ● ● ● | | | 8 | | | 73% | | |
| | | Marketing, public relations or brand management | | | ● ● ● ● ● ● ● ● ● ● ● | | | 10 | | | 91% | | |
| | | Operations management | | | ● ● ● ● ● ● ● ● ● ● ● | | | 9 | | | 82% | | |
| | | Human capital, culture, or compensation | | | ● ● ● ● ● ● ● ● ● ● ● | | | 8 | | | 73% | | |
| | | Cybersecurity | | | ● ● ● ● ● ● ● ● ● ● ● | | | 1 | | | 9% | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 11 | |
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| Proxy Summary | |
| | | | | | | | | | | | | ||||
| | 1. | | | | 2. | | | | 3. | | | | 4. | | |
| | DRIVING TOP LINE GROWTH | | | | EXPANDING OPERATING MARGIN | | | | MAINTAINING DISCIPLINED CAPITAL MANAGEMENT | | | | SUSTAINING AN AGILE, ACCOUNTABLE, AND INCLUSIVE CULTURE | | |
| 12 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Proxy Summary | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 13 | |
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| Proxy Summary | |
| | | | All of the Directors other than our CEO are independent, as determined under the standards of the New York Stock Exchange; | | | | | Independent Directors communicate regularly regarding appropriate Board agenda topics and other Board-related matters; | | | ||
| | | | 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; | | | | | All Board members have complete access to management and outside advisors; and | | | ||
| | | | Non-management Directors meet privately in executive sessions in conjunction with each regular Board meeting; | | | | | The Board is committed to active refreshment, demonstrated by the addition of seven new Directors in the past five years. | | |
| 14 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Governance and Board Matters | |
| | | | | PROPOSAL 1 ELECTION OF DIRECTORS | | | | | The Board of Directors unanimously recommends that shareholders vote “FOR ALL” eleven of the Nominees to serve as directors. | | |
How often didre-election. As previously disclosed, Stephanie A. Streeter will not be standing for re-election at the Board of Directors meet in fiscal 2017?
The full Board of Directors formally met seven times during fiscal 2017 and otherwise accomplished its business throughAnnual Meeting. Effective immediately upon the workclose of the committees described below or otherwise without formal meetings. Each incumbent Director attended at least 75% ofAnnual Meeting, the meetings of the Board held when he or she was serving as a Director and of the standing committees of which he or she was a member during fiscal 2017.
Do the non-management Directors meet in regularly scheduled executive sessions?
Yes. The non-management memberssize of our Board of Directors meet in regularly scheduled executive sessions without any memberswill be reduced from 12 to 11 directors.
Haselecting the individuals named below (each of whom is now a Director) as Directors to serve until the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified.
| | The Board of Directors unanimously recommends that shareholders vote “FOR ALL” eleven of the Nominees to serve as directors. | | |
| Innisfree M&A Incorporated | | ||||||||||
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| SHAREHOLDERS MAY CALL | | | | BANKS AND BROKERS MAY CALL | | ||||||
| | | toll free: (877) 687-1874 | | | | | | collect: (212) 750-5833 | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 15 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Governance and Board Matters | |
Skill or Experience | | | | BENDER | | | | BONEPARTH | | | | COSSET | | | | DAY | | | | FLOYD | | | | JENKINS | | | | KINGSBURY | | | | MITCHELL | | | | PRISING | | | | SCHLIFSKE | | | | SHAPIRA | | | | | | |||
| | Current or former public company CEO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |||||
| | Senior leadership | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11 | | ||||||||||||
| | Public company board service (other than Kohl’s) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | ||||||||||
| | Board diversity (gender or racial/ethnic diversity) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | ||||||
| | Retail or consumer-facing industry | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11 | | ||||||||||||
| | Finance, accounting or financial reporting | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | ||||||||||
| | Mergers and acquisitions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8 | | ||||||||||
| | Technology, e-commerce or digital | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8 | | |||||||||
| | Marketing, public relations or brand management | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10 | | |||||||||||
| | Operations management | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | ||||||||||
| | Human capital, culture or compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8 | | |||||||||
| | Cybersecurity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | | ||
Directors who identify as: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ■ Male | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | |||||||||
| ■ Female | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4 | | ||||||
| | Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ■ White | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8 | | ||||||||||
| ■ African American or Black | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 | |
| 16 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Corporate Governance and Board Matters | |
| MICHAEL J. BENDER | | |||
| Former President and Chief Executive Officer of Eyemart Express | Age 61 | | |||
| Director since 2019 INDEPENDENT Committees ■ Audit ■ Nominating and ESG (Chair) | | | 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 ■ MERGERS AND ACQUISITIONS: Led the successful integration of Jet.com at Walmart, transforming Walmart’s omni-channel presence ■ 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) | |
| PETER BONEPARTH | | |||
| Former Senior Advisor of The Blackstone Group, LLP | Age 63 | | |||
| Chair of the Board Director since 2008 INDEPENDENT Committees ■ Compensation ■ Finance ■ Nominating and ESG | | | Retail and Consumer-Facing Experience ■ Led Jones Apparel Group through expansion of apparel offerings and growth via key acquisitions including Maxwell Shoe Company, Gloria Vanderbilt, and Barneys Additional Select Key Skills and Expertise ■ RETAIL PUBLIC COMPANY CEO: Former President and CEO of Jones Apparel Group, where he managed execution of successful growth strategy over five years ■ MERGERS AND ACQUISITIONS: Deal expertise of over 30 years and over $25 billion in transaction value through his career in law, investment banking, and private equity ■ TRANSFORMATION STRATEGY: As CEO of Jones Apparel Group, successfully steered the Company through a challenging period of industry consolidation and as Chair of JetBlue, oversaw navigation through the COVID-19 pandemic | |
| Career Highlights ■ The Blackstone Group: Former Senior Advisor to retail division from February 2018 to August 2021 ■ Irving Place Capital Partners: Former Senior Advisor from 2009 to 2014 ■ Jones Apparel Group: Former President and CEO from 2002 to 2007 Additional Public Company Boards (within past 5 years) ■ JetBlue (since 2008; Chair since May 2020) Awards and Recognition ■ 2022 NACD Directorship 100 Honoree | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 17 | |
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| Corporate Governance and Board Matters | |
| YAEL COSSET | | |||
| Senior Vice President and Chief Information Officer of The Kroger Co. | Age 49 | | |||
| Director since 2020 INDEPENDENT Committees ■ Audit (Chair effective 2023 Annual Meeting) | | | Retail and Consumer-Facing Experience ■ Named one of “ten people transforming retail” 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 ■ MERGERS AND ACQUISITIONS: Helped steer Kroger’s sale of You Technology and dunnhumby’s acquisition of retailer software solutions provider KSS Retail ■ 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 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 | |
| CHRISTINE DAY | | |||
| Chief Executive Officer, Executive Chair and Co-Founder of The House of LR&C | Age 61 | | |||
| Director since 2021 INDEPENDENT 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: CEO, Executive Chair and Co-Founder since December 2020 ■ Performance Kitchen (LUVO): Founder and CEO from 2014 to December 2020; Director from 2013 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 | |
| 18 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Corporate Governance and Board Matters | |
| H. CHARLES FLOYD | | |||
| Global President of Operations of Hyatt Hotels Corporation | Age 63 | | |||
| Director since 2017 INDEPENDENT Committees ■ Compensation | | | Retail and Consumer-Facing Experience ■ 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 current 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: Global President of Operations since 2014; 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) | |
| MARGARET L. JENKINS | | |||
| Former Senior Vice President, Chief Marketing Officer of Denny’s Corporation | Age 71 | | |||
| Director since 2021 INDEPENDENT Committees ■ Audit | | | Retail and Consumer-Facing Experience ■ Significant senior management experience in consumer-facing industries, including senior executive roles at Denny’s and El Pollo Loco and management positions at Taco Bell and PepsiCo Additional Select Key Skills and Expertise ■ MARKETING AND BRAND MANAGEMENT: Extensive marketing expertise honed through Chief Marketing Officer roles at restaurant corporations Denny’s and El Pollo Loco ■ MERGERS AND ACQUISITIONS: As a director of PVH, helped lead the transformative acquisitions of Tommy Hilfiger and Warnaco, ultimately creating one of the largest global branded lifestyle apparel companies ■ FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: Audit Committee expertise developed through service on the Audit Committee at Citi Trends | |
| Career Highlights ■ Denny’s: Senior VP, Chief Marketing Officer from 2002 to 2007 ■ El Pollo Loco: Chief Marketing Officer from 1999 to 2002 ■ Other: Prior to 1999, held several management positions at Taco Bell and Pepsi Additional Public Company Boards (within past 5 years) ■ Citi Trends (since 2017) | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 19 | |
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| Corporate Governance and Board Matters | |
| THOMAS A. KINGSBURY | | |||
| Chief Executive Officer, Kohl’s Corporation | Age 70 | | |||
| Director since 2021 Committees ■ Finance | | | Retail and Consumer-Facing Experience ■ Over 40 years of senior retail leadership experience at several prominent retailers including Burlington Stores, Inc., 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: Chief Executive Officer since January 2023; Interim Chief Executive Officer from December 2022 to January 2023; Senior Executive VP—Information Services, E-commerce, Marketing and Business Development from 2006 to 2008 ■ Burlington Stores: 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 Stores (2008 to February 2020) | |
| ROBBIN MITCHELL | | |||
| Senior Advisor at The Boston Consulting Group | Age 58 | | |||
| Director since 2021 INDEPENDENT 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 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 ■ MERGERS AND ACQUISITIONS: Significant M&A experience developed at BCG, advising private equity firms on a number of sellside and buyside transactions in the fashion and luxury space | |
| Career Highlights ■ Boston Consulting Group (BCG): Senior Advisor since August 2021; Partner and Managing Director on the Fashion & Luxury leadership team 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) | |
| 20 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Corporate Governance and Board Matters | |
| JONAS PRISING | | |||
| Chair and Chief Executive Officer of ManpowerGroup | Age 58 | | |||
| Director since 2015 INDEPENDENT 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 ■ HUMAN CAPITAL MANAGEMENT: A recognized expert on the labor market, he leads an organization of 30,000 full-time equivalent employees across more than 2,200 offices, and 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 ■ MERGERS AND ACQUISITIONS: Has driven more than 20 acquisitions in his career at ManpowerGroup, including, most recently, the acquisition of ettain group | |
| Career Highlights ■ ManpowerGroup: Chair and CEO since 2015 ■ 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) | |
| JOHN E. SCHLIFSKE | | |||
| Chair and Chief Executive Officer of The Northwestern Mutual Life Insurance Co. | Age 63 | | |||
| Director since 2011 INDEPENDENT Committees ■ Finance (Chair) ■ Nominating and ESG | | | 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 | |
| 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 | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 21 | |
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| Corporate Governance and Board Matters | |
| ADRIANNE SHAPIRA | | |||
| Managing Director of Eurazeo Brands I Age 52 | | |||
| Director since 2016 INDEPENDENT Committees ■ Finance ■ Nominating and ESG | | | Retail and Consumer-Facing Experience ■ Spent 13 years as a research analyst covering the retail sector, and currently serves 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 ■ MERGERS AND ACQUISITIONS: Currently leads Eurazeo Brands’ North America effort investing in consumer brands with global growth potential ■ MARKETING AND BRAND MANAGEMENT: Has directed marketing decisions and spending to enhance brand management results as CFO of David Yurman and in her current role at Eurazeo Brands | |
| Career Highlights ■ Eurazeo Brands: Managing Director since 2017 ■ David Yurman: CFO from 2012 to 2016 ■ 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) | |
Yes. Our Board has adopted written Corporate Governance Guidelines. To view these guidelines, access our website athttps://corporate.kohls.com/investors/corporate-governance. The Corporate Governance Guidelines can be found under the heading “Governance Documents.” Paper copies will be provided to any shareholder upon written request.
How does the Board determine which Directors are independent?
Matters
Which
or parties related to individual Directors. During the course of this review, the Nominating and ESG Committee broadly considered all relevant facts and circumstances, recognizing
| 22 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Corporate Governance and Board Matters | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 23 | |
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| Corporate Governance and Board Matters | |
| 24 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Corporate Governance and Board Matters | |
| | The Board has added SEVEN NEW DIRECTORS since 2017. | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 25 | |
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| Corporate Governance and Board Matters | |
| 26 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Corporate Governance and Board Matters | |
| | | | | | Kohl’s Independent Committee Membership | | | | | | |||||||||
Directors | | | Independent | | | Audit | | | Compensation | | | Nominating & ESG | | | Finance | | | | Executive | |
Michael J. Bender | | | | | | | | | | | | | | | | | | |||
Peter Boneparth | | | | | | | | | | | | | | | | |||||
Yael Cosset | | | | | | | | | | | | | | | | | | | ||
Christine Day | | | | | | | | | | | | | | | | | | |||
H. Charles Floyd | | | | | | | | | | | | | | | | | | | ||
Margaret L. Jenkins | | | | | | | | | | | | | | | | | | | ||
Thomas A. Kingsbury | | | | | | | | | | | | | | | | | | | ||
Robbin Mitchell | | | | | | | | | | | | | | | | | | |||
Jonas Prising | | | | | | | | | | | | | | | | | | |||
John E. Schlifske | | | | | | | | | | | | | | | | | ||||
Adrianne Shapira | | | | | | | | | | | | | | | | | | |||
Stephanie A. Streeter | | | | | | | | | | | | | | | | | ||||
Number of Meetings in Fiscal 2022 | | | 7 | | | 5 | | | 4 | | | 14 | | | | 2 | |
| | | Independent Chair of the Board | | | | | Committee Chair | | | | | Committee Member | | | | | Audit Committee financial expert | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 27 | |
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| Corporate Governance and Board Matters | |
| AUDIT COMMITTEE | | |||
| All members of the Audit Committee are independent Number of meetings in fiscal 2022: 7 | | |||
| Members ■ Stephanie A. Streeter (Chair) ■ Michael J. Bender ■ Yael Cosset ■ Christine Day ■ Margaret L. Jenkins ■ Robbin Mitchell Report ■ The Report of the Audit Committee is on page 87 | | | 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 January 28, 2023, had specifically designated Stephanie Streeter, Chair of the Audit Committee, as an audit committee financial expert. | |
| NOMINATING AND ESG COMMITTEE | | |||
| All members of the Nominating & ESG Committee are independent Number of meetings in fiscal 2022: 4 | | |||
| 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. | |
| 28 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Corporate Governance and Board Matters | |
| COMPENSATION COMMITTEE | | |||
| All members of the Compensation Committee are independent Number of meetings in fiscal 2022: 5 | | |||
| Members ■ Jonas Prising (Chair) ■ Peter Boneparth ■ Christine Day ■ H. Charles Floyd ■ Stephanie A. Streeter Report ■ The Compensation Committee Report is on page 43 | | | Key Responsibilities The Compensation Committee discharges the Board’s responsibilities related to compensation of our Directors and executive officers, 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. | |
| FINANCE COMMITTEE | | |||
| All members of the Finance Committee, other than Mr. Kingsbury,are independentNumber of meetings in fiscal 2022: 14 | | |||
| 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. | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 29 | |
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| Corporate Governance and Board Matters | |
| EXECUTIVE COMMITTEE | | |||
| All members of the Executive Committee, other than Mr. Kingsbury, are independent Number of meetings in fiscal 2022: 2 | | |||
| Members ■ Peter Boneparth (Chair) ■ Michael J. Bender ■ Thomas A. Kingsbury ■ Jonas Prising ■ John E. Schlifske ■ Stephanie A. Streeter | | | 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: (a) are prohibited by applicable law or our Articles of Incorporation or Bylaws, or (b) 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. | |
Doesnon-management Directors.
| 30 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Corporate Governance and Board Matters | |
| | | investor.relations@kohls.com | | |
| | | Kohl’s Corporation N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Attention: Investor Relations | |
| | | Kohl’s Board of Directors N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Attention: Board of Directors or Chair | | |
| | | directors@kohls.com | |
| | | governance@kohls.com | |
Yes. party transactions
Directors, senior officers, and their respective immediate family members are required to avoid any activity, interest, or relationship that would create, or might appear to others to create, a conflict with the interests of Kohl’s.
The Board of Directors’ processes There were no such transactions or relationships in fiscal 2022.
| Kohl’s Corporation| 2023 Proxy Statement | | | 31 | |
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| Environmental, Social, and Governance Stewardship at Kohl’s | |
What are the standing committees of the Board?
Our Board of Directors has three standing committees: the Audit Committee, the Governance & Nominating Committee and the Compensation Committee.
Who are the members of the standing committees?
As of February 3, 2018, the memberslives of our Boardcustomers, associates and communities. These efforts extend to the Environmental, Social, and Governance (ESG) areas of Directors’ standing committees were:
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Arememberspolicies discussed below are available on our website, corporate.kohls.com, under “Investors—ESG Overview.” We also encourage you to review our annual ESG report, which provides more detail and information on our ESG efforts. The ESG report is also linked in that same section of the standing committees independent?Yes. All members ofwebsite and updated each of the standing committees have been deemed independent by the Board of Directors.Do all of the standing committees operate under a written charter?Yes. The charters of each of the standing committees are available for viewing by accessing our website athttps://corporate.kohls.com/investors/corporate-governance. The charters can be found under the heading “Committee Charters.” Paper copies will be provided to any shareholder upon written request.What are the functions of the standing committees?Audit CommitteeItspring.
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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. | | |
| 32 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Environmental, Social, and Governance Stewardship at Kohl’s | |
| | 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. | | |
| | 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. | | |
| | 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 | | |
| | | | | | | | OUR MISSION | | | |||
| To empower more families through diversity, equity and inclusion | | |
monitoring the integrity of our financial process
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; 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 it has direct access to the independent registered public accounting firmbrand experiences, as well as anyto driving growth for the organization.
| Kohl’s Corporation| 2023 Proxy Statement | | | 33 | |
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| Environmental, Social, and Governance Stewardship at Kohl’s | |
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| | OUR PEOPLE | | | | OUR CUSTOMERS | | | | OUR COMMUNITY | | |
| | To support our goals serving Our People, we are leveraging new recruitment tools and expanding our search efforts to bring more diverse candidates to Kohl’s and we have invested in leadership assessment, internal programs and external courses and peer networks designed to meet the personal and professional needs of diverse talent across the organization. | | | | For Our Customers, we created a Diversity Design Council to drive authenticity in the design, art and curation of our product. We also launched nearly a dozen diverse-owned brands. | | | | For Our Community, we have committed millions of dollars to support non-profit organizations that support diverse communities, including several partnerships with organizations in our hometown of Milwaukee. And, we’ve pledged to triple our spending among diverse suppliers by 2025. | | |
| 34 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Environmental, Social, and Governance Stewardship at Kohl’s | |
Governance & Nominating Committee
The duties of the Governance & Nominating Committee are to provide assistance to the Board of Directors in the selection of candidates for election and re-election to the Board and its committees; advise the Board on corporate governance matters and practices, including developing, recommending, and thereafter periodically reviewing the Corporate Governance Guidelines and principles applicable to us; and coordinate an annual evaluation of the performance of the Board and each of its standing committees.
Compensation Committee
The duties of the Compensation Committee are to discharge the Board’s responsibilities related to compensation of our Directors and officers, as well as those with respect to our general employee compensation
and benefit policies and practices
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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 are on track with that goal. ■ Kohl’s is supporting the transition to a low-carbon transportation system by building off the company’s existing locations that offer electrical vehicle charging and expanding to 170+ locations. ■ We are also expanding renewable energy platforms by building off of Kohl’s 165 solar and wind 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 divert 85% of Kohl’s U.S. operational waste from landfills, which we’ve done as of calendar year 2021. | | | | 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, our stated goals and our progress, please see our annual ESG Report. The 2022 ESG Report will also include SASB and TCFD reporting. | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 35 | |
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| Environmental, Social, and Governance Stewardship at Kohl’s | |
| 36 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Director Compensation | |
| Cash and Equity Director Compensation ($) | | ||||||||||||
| Compensation Element | | | Prior to May 2022 | | | Effective May 2022 | | ||||||
| Annual cash retainer(1) | | | | | 125,000 | | | | | | 125,000 | | |
| Annual equity award, grant date fair value(2) | | | | | 125,000 | | | | | | 145,000 | | |
| Additional annual equity award, grant date fair value(2), for: | | | | | | | | | | | | | |
| ■ Chair of the Board | | | | | 200,000 | | | | | | 200,000 | | |
| ■ Committee Chairs: | | | | | | | | | | | | | |
| ▪ Audit | | | | | 25,000 | | | | | | 30,000 | | |
| ▪ Compensation | | | | | 20,000 | | | | | | 25,000 | | |
| ▪ Nominating and ESG | | | | | 10,000 | | | | | | 20,000 | | |
| ▪ Finance | | | | | — | | | | | | 15,000 | | |
How many times did each standing committee meet in fiscal 2017?
During fiscal 2017, the Audit Committee formally met eight times. The Compensation Committee formally met six times. The Governance & Nominating Committee formally met three times. Each of the committees otherwise accomplished their business without formal meetings.
Are there currently any other committees of the Board of Directors?
The Board of Directors has also established an Executive Committee, the primary function of which is to act on behalf of the Board of Directors in the intervals between the Board’s meetings. The Executive Committee may not, however, take any actions that: (a) are prohibited by applicable law or our Articles of Incorporation or Bylaws, or (b) 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 compliesadditional restricted shares purchased with such law or rule. As of February 3, 2018, the members of the Executive Committee were: Steven A. Burd, Kevin Mansell, Frank V. Sicadividends, if any, and Stephen E. Watson.
What is the leadership structure of Kohl’s Board of Directors and why has this structure been chosen?
Recognizing shareholder sentimentto exercise all other rights as expressed in a vote on a shareholder proposal brought before our 2013 Annual Meeting of Shareholders, the Board will appoint an independent Chairman whenever possible. Based on the recommendations within previous shareholder proposals and many subsequent discussions with our largest shareholders representing a significant percentage
To further strengthen the Board’s governance structure, in the absence of an independent Chairman, our Corporate Governance Guidelines provide for an independent Lead Director to be elected annually by the independent Directors. The role of our Lead Director closely parallels the role of an independent chairman. Specifically, our independent Lead Director:
presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management Directors;
serves as liaison between the Chairman and the independent Directors;
approves information sent to the Board;
approves meeting agendas for the Board;
approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;
has the authority to call meetings of the independent Directors; and
is available for consultation and direct communication with major shareholders upon request.
We believe that the existence of an independent Chairman or an independent Lead Director with the scope of responsibilities outlined above supports strong corporate governance principles and allows the Board to effectively fulfill its fiduciary responsibilities to our shareholders.
Moreover, we have adopted strong and effective corporate governance policies and procedures to promote effective and independent corporate governance. Among these policies and procedures are the following:
The Board is composed of a majority of independent Directors, as determined under the standards of the New York Stock Exchange;
The Board’s Audit Committee, Compensation Committee and Governance & Nominating Committee are composed solely of independent Directors;
Non-management Directors meet privately in executive sessions in conjunction with each regular Board meeting;
Independent Directors communicate regularly regarding appropriate Board agenda topics and other Board-related matters; and
All Board members have complete access to management and outside advisors.
How Does Kohl’s Manage Risk and What is the Board’s Role in the Risk Management Processes?
We have developed a robust enterprise risk management program that is driven by management and overseen by the Board’s Audit Committee, with progress reports given periodically to the full Board. Our enterprise risk management program was designed to monitor Kohl’s ongoing progress in managing the potential impact of key regulatory, operational, financial and reputational risks across the organization. Management has compiled a comprehensive list of enterprise risks. These risks have been prioritized based upon the potential financial and reputational damage posed by each risk. A member of senior management has been assigned as the “owner” of each risk based upon who is most likely to be able to impact the effects of that particular risk. Each risk owner has been required to develop action plans to reduce, mitigate or eliminate the risk, identify barriers to risk reduction efforts, and establish key metrics to objectively measure the impacts of risk management efforts. A risk management committee has been formed among key senior managers from across our company to actively review each risk owner’s progress toward reduction, mitigation or elimination of each particular risk. The risk management committee meets regularly to review the status of risk management efforts directed toward each identified risk element. Our principal officers are periodically updated on the status of all risk management efforts, and are regularly consulted for additional direction.
Pursuant to its charter, the Board’s Audit Committee actively oversees and monitors our enterprise risk management program. On an annual basis, the full Board receives a comprehensive update on our current risk profile and our activities related to the enterprise risk management program. Between these annual reports, the Audit Committee receives regular updates from members of senior management on various elements of material risk. Some of these reports are scheduled because of their particular significance, and others may be scheduled at the request of any Audit Committee member for any reason. These reports are given by the appropriate risk owner within the organization to enable the Audit Committee members to understand our risk identification, risk
management and risk mitigation strategies, and to provide regular feedback and general direction to management. Following each of these updates, the Audit Committee Chairman reports on the discussion to the full Board during the committee reports portion of the next full Board meeting. This enables all members of the Board to understand our overall risk profile and efforts being made to reduce, mitigate or eliminate each element of risk.
How does the Board identify and evaluate nominees for Director?
The Governance & Nominating Committee regularly assesses the appropriate size of the Board, whether any vacancies on the Board are expected due to retirement or otherwise, and whether the Board is comprised of individuals with the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively. To assist in these considerations, the Board periodically performs a comprehensive skills assessment to determine which particular skills or areas of expertise would most help the Board of Directors carry out its significant responsibilities. In the event that vacancies are anticipated or otherwise arise, the Governance & Nominating Committee utilizes a variety of methods for identifying and evaluating Director candidates that would best satisfy areas of opportunity identified during the course of the skills assessment. Candidates may come to the attention of the Committee through current Directors, members of management, eligible shareholders or other persons. From time to time, the Governance & Nominating Committee may also engage a search firm to assist in identifying potential Board candidates, although such a firm was not engaged to identify any of the nominees for Director proposed for election at the 2018 Annual Meeting of Shareholders. Once the Committee has identified a prospective nominee, the Committee carefully evaluates the nominee’s potential contributions in providing advice and guidance to the Board and management.
What are the minimum required qualifications for Directors?
Members of the Board of Directors and Director nominees must share with the other Directors the following attributes:
Unquestionable ethics and integrity;
A demonstrated record of success, leadership and solid business judgment;
Intellectual curiosity;
Strong reasoning skills;
Strong strategic aptitude;
Independence and objectivity — willingness to challenge the status quo;
A demonstrated record of social responsibility;
A commitment to enhancing long-term shareholder value;
A willingness to represent the interests of all of our shareholders;
A willingness and ability to spend sufficient time to carry out their duties; and
A good cultural fit with Kohl’s and the Board.
Does Kohl’s have a mandatory retirement age for Directors?
As disclosed in our Corporate Governance Guidelines, it is the general policy of the Board of Directors that no individual who would be age 72 or older at the time of his or her election will be eligible to stand for election to the Board. The Board may, at its discretion, waive this age limitation. As previously disclosed, while Mr. Watson will be 73 at the time of Kohl’s 2018 Annual Meeting of Shareholders, the Board previously determined that, subject to the normal nomination processes, Mr. Watson would be eligible to stand for election notwithstanding this age limitation.
Does Kohl’s have a formal diversity policy for Directors?
The Board is committed to an inclusive membership, embracing diversity with respect to background, experience, skills, education, race, age, gender, national origin and viewpoints.
How does the Board evaluate Director candidates recommended by shareholders?
The Governance & Nominating Committee evaluates shareholder nominees in the same manner as any other nominee. Pursuant to procedures set forth in our Bylaws, our Governance & Nominating Committee will consider shareholder nominations for Directors if we receive timely written notice, in proper form, of the intent to make a nomination at an Annual Meeting of Shareholders. If you decide to conduct your own proxy solicitation, to be timely for the 2019 Annual Meeting of Shareholders, the notice must be received by us by January 16, 2019. To be in proper form, the notice must, among other things, include each nominee’s written consent to serve as a Director if elected, a description of all arrangements or understandings between the nominating shareholder and each nominee and information about the nominating shareholder and each nominee. Among other things, a shareholder proposing a Director nomination must disclose any hedging, derivative or other complex transactions involving our common stock to which the shareholder is a party. These requirements are detailed in our Bylaws, a copy of which was filed with the Securities and Exchange Commission and will be provided to you upon written request.
In addition, Kohl’s Bylaws generally permit an eligible shareholder, or a group of up to 20 shareholders, that has continuously owned at least 3% of Kohl’s outstanding shares of common stock for three years to include in Kohl’s proxy materials Director nominations of up to the greater of two Directors and 20% of the number of Directors currently serving on the Kohl’s Board, subject to the terms and conditions specified in the Bylaws. Pursuant to our Bylaws, to be timely for inclusion in the proxy materials for our 2019 Annual Meeting of Shareholders, notice must be received by our corporate Secretary between October 24, 2018 and November 23, 2018. The requirements for such proxy access are detailed in our Bylaws, a copy of which was filed with the Securities and Exchange Commission and will be provided to you upon written request.
How are Directors compensated?
Pursuant to our Non-Employee Director Compensation Program, Directors who are not our employees or employees of our subsidiaries receive an annual retainer fee of $100,000. The independent Lead Director receives an additional retainer fee of $40,000. Chairpersons of the Compensation Committee and the Audit Committee receive an additional $20,000 retainer fee, and the Chairperson of the Governance & Nominating Committee receives an additional $15,000 retainer fee. Non-employee Directors also receive retainer fees for membership on the Compensation, Audit, Governance & Nominating and Executive Committees. Committee member retainers are $5,000 for Governance & Nominating Committee members, $10,000 for Compensation Committee members and $15,000 for Audit Committee and Executive Committee members.stock. Directors receive no additional compensation for participation in Board of Directors’ or committee meetings. Directors are, however, reimbursed for travel and other expenses related to attendance at these meetings, as well as travel and other expenses related to attendance at educational seminars approved in advance by the Governance & Nominating and ESG Committee.
Equity awards are granted
| Kohl’s Corporation| 2023 Proxy Statement | | | 37 | |
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| Director Compensation | |
compensation table
Fees $ | Stock $(1) | Total $ | ||||||||||
Peter Boneparth | $ | 130,000 | $ | 110,033 | $ | 240,033 | ||||||
Steven A. Burd | $ | 130,000 | $ | 110,033 | $ | 240,033 | ||||||
H. Charles Floyd(2) | $ | 26,250 | $ | 109,992 | $ | 136,242 | ||||||
Jonas Prising | $ | 115,000 | $ | 110,033 | $ | 225,033 | ||||||
John E. Schlifske | $ | 120,000 | $ | 110,033 | $ | 230,033 | ||||||
Adrianne Shapira | $ | 120,000 | $ | 110,033 | $ | 230,033 | ||||||
Frank V. Sica | $ | 150,000 | $ | 110,033 | $ | 260,033 | ||||||
Stephanie A. Streeter | $ | 140,000 | $ | 110,033 | $ | 250,033 | ||||||
Nina G. Vaca | $ | 120,000 | $ | 110,033 | $ | 230,033 | ||||||
Stephen E. Watson | $ | 175,000 | $ | 110,033 | $ | 285,033 |
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2022.
| Director | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total ($) | | |||||||||
| Michael J. Bender | | | | | 125,000 | | | | | | 165,001 | | | | | | 290,001 | | |
| Peter Boneparth | | | | | 125,000 | | | | | | 344,977 | | | | | | 469,977 | | |
| Yael Cosset | | | | | 125,000 | | | | | | 144,988 | | | | | | 269,988 | | |
| Christine Day | | | | | 125,000 | | | | | | 144,988 | | | | | | 269,988 | | |
| H. Charles Floyd | | | | | 125,000 | | | | | | 144,988 | | | | | | 269,988 | | |
| Margaret L. Jenkins | | | | | 125,000 | | | | | | 144,988 | | | | | | 269,988 | | |
| Thomas A. Kingsbury(2) | | | | | 99,588 | | | | | | 144,988 | | | | | | 244,576 | | |
| Robbin Mitchell | | | | | 125,000 | | | | | | 144,988 | | | | | | 269,988 | | |
| Jonas Prising | | | | | 125,000 | | | | | | 169,993 | | | | | | 294,993 | | |
| John E. Schlifske | | | | | 125,000 | | | | | | 160,010 | | | | | | 285,010 | | |
| Adrianne Shapira | | | | | 125,000 | | | | | | 144,988 | | | | | | 269,988 | | |
| Frank V. Sica(3) | | | | | 35,027 | | | | | | — | | | | | | 35,027 | | |
| Stephanie A. Streeter | | | | | 125,000 | | | | | | 174,984 | | | | | | 299,984 | | |
Number of Securities Underlying Unexercised Options | Number of Unvested Shares of Restricted Stock(1) | |||||||||||
Vested | Unvested | |||||||||||
Mr. Boneparth | — | — | 2,834 | |||||||||
Mr. Burd | 5,008 | — | 2,834 | |||||||||
Mr. Floyd | — | — | 2,142 | |||||||||
Mr. Prising | — | — | 2,834 | |||||||||
Mr. Schlifske | 7,784 | — | 2,834 | |||||||||
Ms. Shapira | — | — | 2,834 | |||||||||
Mr. Sica | — | — | 2,834 | |||||||||
Ms. Streeter | 13,753 | — | 2,834 | |||||||||
Ms. Vaca | 13,753 | — | 2,834 | |||||||||
Mr. Watson | 17,926 | — | 2,834 |
| | | Number of Unvested Shares of Restricted Stock(1) (#) | | ||||
| Mr. Bender | | | | | 3,720 | | |
| Mr. Boneparth | | | | | 7,777 | | |
| Mr. Cosset | | | | | 3,269 | | |
| Ms. Day | | | | | 3,269 | | |
| Mr. Floyd | | | | | 3,269 | | |
| Ms. Jenkins | | | | | 3,269 | | |
| Mr. Kingsbury | | | | | 3,269 | | |
| Ms. Mitchell | | | | | 3,269 | | |
| Mr. Prising | | | | | 3,832 | | |
| Mr. Schlifske | | | | | 3,607 | | |
| Ms. Shapira | | | | | 3,269 | | |
| Mr. Sica | | | | | — | | |
| Ms. Streeter | | | | | 3,945 | | |
| 38 | | | 2023 Proxy Statement |Kohl’s Corporation | |
Are Directors required
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| | | | | PROPOSAL 2 ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | | | The Board of Directors unanimously recommends a vote “FOR” the approval, on a non-binding basis, of the compensation of our named executive officers. | | |
We believe that Director stock ownership is important to alignapprove the interests of our Directors with those of our shareholders. Each non-management member offollowing nonbinding resolution regarding the Board of Directors is expected to own Kohl’s stock, including shares of unvested time-based restricted stock, but not including any vested or unvested stock options, with a value of approximately five times the amount of the Directors’ annual base cash retainer. This ownership level is to be achieved by the fifth anniversary of the Director’s initial election to the Board. All Directors on the Board of Directors for more than five years were in compliance with this requirement as of the end of fiscal 2017. A Director is not permitted to sell any stock, either through the exercise of stock options or otherwise, until he or she attains the above-referenced ownership level.
Do you have a written code of ethics?
Yes. Our Board of Directors, through its Governance & Nominating Committee, has adopted a code of ethical standards that describes the ethical and legal responsibilities of all of our employees and, to the extent applicable, members of our Board of Directors. This code includes (but is not limited to) the requirements of the Sarbanes-Oxley Act of 2002 pertaining to codes of ethics for chief executive officers and senior financial and accounting officers. We provide training with respect to the code for all of our employees, and all employees agree in writing to comply with the code at the time they are hired and periodically thereafter. Our employees are encouraged to report suspected violations of the code through various means, including through the use of an anonymous toll-free hotline. This code, known as “Kohl’s Ethical Standards and Responsibilities,” can be viewed on our website by accessinghttps://corporate.kohls.com/investors/corporate-governance. The “Code of Ethics” can be found under the heading “Governance Documents.” We intend to satisfy our disclosure requirements under Item 5.05 of Form 8-K, regarding any amendments to, or waiver of, a provision of our code of ethics that applies to our principal executive officer, principal financial officer or our Directors by posting such information at this location on our website. Paper copies of the code of ethics will be provided to any shareholder upon written request.
How can I obtain copies of your corporate governance documents?
You may obtain a copy of our Corporate Governance Guidelines, our code of ethics and the charters for each of the committees of our Board of Directors on our website athttps://corporate.kohls.com/investors/corporate-governance, or by contacting our Investor Relations staff by e-mail atinvestor.relations@kohls.com or by mail at N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051.
How can I communicate with members of the Board of Directors?
You may contact any member of the Board of Directors, including the Lead Director, as follows (these instructions are also available on our website):
Write to our Board of Directors or Lead Director:
Kohl’s Board of Directors
N56 W17000 Ridgewood Drive
Menomonee Falls, WI 53051
Or
E-mailour Board of Directors:
directors@kohls.com
Questions or concerns related to financial reporting, internal accounting or auditing matters may be sent togovernance@kohls.com.
All questions or concerns will be forwarded to the appropriate members of management or the Board of Directors. Correspondence related to accounting, internal controls or auditing matters is immediately brought to
the attention of our Internal Audit Department and, if appropriate, to the Audit Committee of the Board of Directors. The Audit Committee receives a quarterly summary of all communications received through any of the above-referenced channels.
All such communications are treated confidentially. You can remain anonymous when communicating your concerns.
When does your fiscal year end?
Consistent with many other retail companies, our fiscal year ends on the Saturday closest to January 31. References in this proxy statement to a “fiscal year” are to the calendar year in which the fiscal year begins. For example, the fiscal year ended February 3, 2018 is referred to as “fiscal 2017.”
BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table presents information concerning the beneficial ownership of the shares of our common stock as of February 3, 2018 (unless otherwise noted) by:
each of our Directors and nominees;
eachcompensation of our named executive officers;
allRESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
each person who is known by us to beneficially own more than 5% of our common stock.
Unless otherwise indicated, beneficial ownership is direct andat the person indicated has sole voting and investment power. Indicated options are all exercisable within sixty days of February 3, 2018.
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ELECTION OF DIRECTORS
Our Articles of Incorporation provide that our Board of Directors shall consist of five to fifteen members. Our Board of Directors currently consists of eleven members. In November 2017, upon the recommendation of the Governance & Nominating Committee, Mr. Floyd was unanimously elected by the full Board of Directors to serve until the 20182011 Annual Meeting of Shareholders and until his successor is duly elected and shall qualify.
We previously announced Mr. Mansell’s retirement asreaffirmed in an advisory vote at the Chairman2017 Annual Meeting of Shareholders. At the Board, Chief Executive Officer and President and as a director of Kohl’s effective as of the close of the 20182023 Annual Meeting of Shareholders, or any adjournment thereof. Ms. Gass was appointed as Chief Executive Officer-elect and will serve as Chief Executive Officer effective upon Mr. Mansell’s retirement. Uponwe are again providing our shareholders with the recommendationopportunity to cast a “say on frequency” advisory vote in Proposal 3.
Underuse of subjective metrics for 2020 as a result of temporary store closures related to the pandemic—was strongly appreciated. Our investors broadly supported using the same compensation metrics for 2022. In light of this positive feedback received during the course of our Articlesrobust engagement with investors, we concluded that the unusually low “say-on-pay” vote in 2022 was primarily a consequence of Incorporation, ourthe contested circumstances of the 2022 Annual Meeting.
| Kohl’s Corporation| 2023 Proxy Statement | | | 39 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| | | | | | | | | | |||
| | 1. | | | | 2. | | | | 3. | | |
| | 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. | | | | Ensure that compensation opportunities are internally equitable. | | |
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| | 4. | | | | 5. | | |
| | Promote ownership of Kohl’s stock by our senior executives through equity-based pay and 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. | | |
| 40 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| | The Board of Directors recommends a vote “FOR” approval of the compensation of the Company’s named executive officers as described in this proxy statement. | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 41 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| | | | | PROPOSAL 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | | | The Board of Directors unanimously recommends a vote FOR a frequency of “ONE YEAR” for future shareholder votes on the compensation of our named executive officers. | | |
You may vote for all, some or none of the eleven nominees to be elected toKohl’s, the Board of Directors.Directors or the Board’s Compensation Committee. However, you may notthe Board and the Compensation Committee value the opinions expressed by shareholders in their vote for more individuals thanon this proposal, and will consider the number nominated. Unless you direct otherwise, your proxy will be voted foroption that receives the electionmost votes in determining the frequency of future advisory votes on the eleven nominees described below. The Boardcompensation of Directors has no reason to believe that any nominee is not availableour named executive officers. Notwithstanding the Board’s recommendation and the outcome of this shareholder vote, the Compensation Committee or will not serve if elected. If for any reason a nominee becomes unavailable for election, the Board of Directors may reducein the sizefuture decide to
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTEFORTHE ELECTION OF THE NOMINEES TO SERVE AS DIRECTORS.
IF NO INSTRUCTIONS ARE SPECIFIED ON YOUR OTHERWISE PROPERLY COMPLETED PROXY, THAT PROXY WILL BE VOTED TO ELECT ALL OF THE NOMINEES.
Information about Director Nominees
The Boardcompensation of Directors,our named executive officers occurring every year. We subsequently determined to hold the advisory vote on the compensation of our named executive officers every year until we held the next “say on frequency” vote.
Age | Director Since | |||||||
Peter Boneparth | 58 | 2008 | ||||||
Former Senior Advisor, Irving Place Capital Partners, a private equity group, from February 2009 to November 2014. Former President and Chief Executive Officer of Jones Apparel Group, a designer and marketer of apparel and footwear, from 2002 to 2007. Mr. Boneparth is currently a director of JetBlue Airways Corporation, a commercial airline.
The Governance & Nominating Committee believes Mr. Boneparth’s qualifications to serve on our Board of Directors include his experience as President and Chief Executive Officer of companies specializing in the production and sale of apparel and footwear, his experience as a director of other public companies and his broad-based knowledge in the areas of retail sales, corporate finance, consumer products, and the design and manufacture of apparel and other products. | ||||||||
Steven A. Burd | 68 | 2001 | ||||||
Founder and Chief Executive Officer of Burd Health LLC, a company helping self-insured employers manage their healthcare costs, since 2013. Former Chairman, Chief Executive Officer and President of Safeway Inc., an operator of grocery store chains. Mr. Burd served as Safeway’s Chairman of the Board of Directors from 1998 until his retirement in May 2013, Chief Executive Officer from 1993 until his retirement in May 2013 and previously served as President from 1992 to 2012. He is currently a director of Blackhawk Network Holdings, Inc., a prepaid payment network offering a broad range of gift cards, other prepaid products and payment services.
The Governance & Nominating Committee believes Mr. Burd’s qualifications to serve on our Board of Directors include his experience as President, Chief Executive Officer and Chairman of the Board of Directors of a large retail company and his broad-based knowledge in the areas of retail operations, healthcare costs, corporate finance, accounting and marketing and his considerable management, directorial, and board committee experience. |
Age | Director Since | |||||||
H. Charles Floyd | 58 | 2017 | ||||||
Global President of Operations of Hyatt Hotels Corporation, a leading global hospitality company, since August 2014. Mr. Floyd held a number of executive management positions since he joined Hyatt in 1981, including Global President of Operations since August 2014, Executive Vice President, Group President — Global Operations Center from 2012 to August 2014, Chief Operating Officer — North America from 2006 to 2012. Mr. Floyd also previously served in a number of other senior positions with Hyatt, including Executive Vice President — North America Operations and Senior Vice President of Sales, as well as various managing director and general manager roles.
The Governance & Nominating Committee believes Mr. Floyd’s qualifications to serve on our Board of Directors include his experience as Global President of Operations of a large, global hospitality company with complex operations and his experiences in the dynamic hospitality industry. | ||||||||
Michelle Gass | 50 | N/A | ||||||
Our Chief Merchandising & Customer Officer and Chief Executive Officer-elect since October 2017. She served as Chief Merchandising & Customer Officer from June 2015 to October 2017, and Chief Customer Officer from June 2013 to June 2015. Prior to joining the Company, Ms. Gass served in a variety of management positions with Starbucks Coffee Company since 1996, most recently: President, Starbucks Coffee EMEA (Europe, Middle East, Russia, Africa) from 2011 to May 2013. Prior to Starbucks, Ms. Gass was with Procter and Gamble. From April 2014 to February 2017, Ms. Gass served as a director of Cigna Corporation, a global health service company.
The Governance & Nominating Committee believes Ms. Gass’ qualifications to serve on our Board of Directors include her over 25 years of experience in the retail and consumer goods industries, including 5 years with Kohl’s. Her insight and direct knowledge of Kohl’s current operations and strategic opportunities within the retail industry is also invaluable. | ||||||||
Jonas Prising | 53 | 2015 | ||||||
Chairman and Chief Executive Officer of ManpowerGroup, a leading provider of workforce solutions, since December 2015. Mr. Prising held a number of executive management positions since he joined ManpowerGroup in 1999, including Chairman and Chief Executive Officer since December 2015, Chief Executive Officer from May 2014 to December 2015, President from 2012 to May 2014, President of ManpowerGroup — The Americas from 2009 to May 2014, and Executive Vice President from 2006 to 2010. He is currently a director of ManpowerGroup.
The Governance & Nominating Committee believes Mr. Prising’s qualifications to serve on our Board of Directors include his experience as Chairman and Chief Executive Officer of a large company with complex operations and his broad-based knowledge of workforce solutions, labor market expertise and global perspective, having lived and worked in multiple countries around the world. |
Age | Director Since | |||||||
John E. Schlifske | 58 | 2011 | ||||||
Chairman and Chief Executive Officer of The Northwestern Mutual Life Insurance Company since 2010. Mr. Schlifske held a number of executive management positions at The Northwestern Mutual Life Insurance Company since 1987, including Chairman and Chief Executive Officer since 2010, President from 2009 through 2010 and 2013 through 2014, interim President and Chief Executive Officer of Frank Russell Investment Company (at that time, a subsidiary of The Northwestern Mutual Life Insurance Company) from 2008 to 2009, Executive Vice President — Investment Products and Services from 2006 through 2008 and Senior Vice President — Investment Products and Services from 2004 through 2006. He also serves on the Board of Trustees of The Northwestern Mutual Life Insurance Company.
The Governance & Nominating Committee believes Mr. Schlifske’s qualifications to serve on our Board of Directors include his experience as Chairman and Chief Executive Officer of a major company and his broad-based financial expertise. | ||||||||
Adrianne Shapira | 47 | 2016 | ||||||
Managing Director of Eurazeo Brands, which invests in United States and European consumer brands with global growth potential, since August 2017. Former Chief Financial Officer of David Yurman Enterprises, LLC, a designer jewelry company, from 2012 to February 2016. Previously served as Managing Director at The Goldman Sachs Group, Inc., an investment banking firm, from 1999 to 2012, where she was an equity research analyst covering the discount, department store, dollar store, warehouse club, apparel manufacturer, luxury and grocery sectors. Prior to 1999, Ms. Shapira served as an equity analyst at Robertson Stephens, an investment banking firm, and Neuberger & Berman, an investment management company. She is also a director of The Hain Celestial Group, Inc., a leading global organic and natural products company.
The Governance & Nominating Committee believes Ms. Shapira’s qualifications to serve on our Board of Directors include her financial expertise, significant experience as an equity analyst in sectors related to Kohl’s business, broad understanding of the retail and consumer products industries and experience ine-commerce. | ||||||||
Frank V. Sica | 67 | 1988 | ||||||
Partner, Tailwind Capital, a private investment firm, since 2006. Senior Advisor to Soros Private Funds Management from 2003 to 2006. President of Soros Private Funds Management from 2000 to 2003. Managing Director of Soros Funds Management from 1998 to 2000. Mr. Sica is currently a director of CSG Systems International, an account management and billing software company for communication industries, JetBlue Airways Corporation, a commercial airline, and Safe Bulkers, Inc., a marine drybulk transportation services company.
The Governance & Nominating Committee believes Mr. Sica’s qualifications to serve on our Board of Directors include his years of executive experience in the investment banking and private equity field, his experience as a director and as an advisor to the boards of many other public companies, and his broad-based knowledge in the areas of corporate finance, executive compensation, information technology and real estate. |
Age | Director Since | |||||||
Stephanie A. Streeter | 60 | 2007 | ||||||
Former Chief Executive Officer and Director of Libbey, Inc., a producer of glass tableware and other tabletop products, from 2011 to January 2016. Former Interim Chief Executive Officer, United States Olympic Committee from 2009 to 2010. Former Chairman, President, and Chief Executive Officer of Banta Corporation, a global technology, printing and supply-chain management company from 2004 until 2007. Ms. Streeter served as Banta Corporation’s President and Chief Executive Officer from 2002 to 2004 and President and Chief Operating Officer from 2001 to 2002. She is also currently a director of Goodyear Tire & Rubber Company, a manufacturer and distributor of tires and related products and services.
The Governance & Nominating Committee believes Ms. Streeter’s qualifications to serve on our Board of Directors include her experience as President, Chief Executive Officer and Chairman of the board of directors of complex businesses with worldwide operations; her experience as a director of other public companies; and her broad-based knowledge in the areas of marketing, consumer products, information technology and e-commerce. | ||||||||
Nina G. Vaca(1) | 46 | 2010 | ||||||
Founder, Chairman and Chief Executive Officer of Pinnacle Technical Resources, Inc., a staffing, vendor management and information technology services firm, since 1996. She also has been Chairman and Chief Executive Officer of Vaca Industries Inc., a management company, since 1999. Ms. Vaca is also a director of Comerica Incorporated, a banking and financial services company, and Cinemark Holdings, Inc., a motion picture exhibitor.
The Governance & Nominating Committee believes Ms. Vaca’s qualifications to serve on our Board of Directors include her experience as Chief Executive Officer, Chairman of the Board of Directors and founder of a business; her experience as a director of other public companies; and her broad-based knowledge in the areas of information technology, human resources, marketing and e- commerce. | ||||||||
Stephen E. Watson | 73 | 2006 | ||||||
Former President and Chief Executive Officer of Gander Mountain, L.L.C., a private specialty retailer, from 1997 until his retirement in 2002. Mr. Watson held various executive officer positions with Dayton-Hudson Corporation from 1972 until his retirement in 1996, including President, Chairman/Chief Executive Officer of the Department Store Division. From 2008 to October 2017, Mr. Watson was a director of Regis Corporation, an operator of beauty salons. He is currently a director of Chico’s FAS Inc., a specialty retailer.
The Governance & Nominating Committee believes Mr. Watson’s qualifications to serve on our Board of Directors include his experience as the leading senior executive officer of several complex retail businesses; his experience as a director of other retail-oriented public companies; and his broad-based knowledge in the areas of retail operations, corporate finance, accounting, marketing and merchandise procurement. |
| The Board of | | |
| 42 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Executive Compensation | |
None of the members of the Compensation Committee is or has been one of our officers or employees.
Independence Determinations & Related Person Transactions
Our Board of Directors has established independence guidelines that are described in our Corporate Governance Guidelines. The independence guidelines require a finding that the individual Director satisfies all of the independence standards of the New York Stock Exchange, as such standards may be amended from time to time, and also that the Director has no material relationships with us (either directly or as a partner, shareholder or officer of any entity) which would be inconsistent with a finding of independence. In accordance with its written charter, the Governance & Nominating Committee is charged with the ongoing review of transactions that could affect a Director’s independence.
In February 2018, the Governance & Nominating Committee reviewed a summary of Directors’ responses to a questionnaire asking about their relationships with us (and those of their immediate family members) and other potential conflicts of interest, as well as material provided by management related to transactions, relationships, or arrangements between us and the Directors or parties related to the Directors. During the course of this review, the Committee broadly considered all relevant facts and circumstances, recognizing that material relationships can include commercial, banking, consulting, legal, accounting, charitable and familial relationships, among others.
Based on this review, the Committee affirmatively determined that the following continuing Directors are independent: Peter Boneparth, Steven A. Burd, H. Charles Floyd, Jonas Prising, Frank V. Sica, John E. Schlifske, Adrianne Shapira, Stephanie A. Streeter, Nina G. Vaca and Stephen E. Watson. The Committee also determined that all of the members of the Audit, Compensation, and Governance & Nominating Committees meet our independence requirements. The Committee determined that Michelle Gass will not be considered an independent Director because of her employment as our Chief Executive Officer effective as of the close of the 2018 Annual Meeting of Shareholders.
The following transactions were reviewed and considered by the Committee, but were not deemed to affect the independence of the applicable Director or Directors:
Several of our Directors serve as non-employee directors of non-profit organizations that receive charitable contributions from us. All of these charitable contributions were made in the ordinary course of our charitable contribution programs.
Several of our Directors serve on the boards of directors of, or may have an economic interest in, companies with which we may do relatively small amounts of ordinary course business from time to time. The Governance & Nominating Committee has reviewed each of these instances and has determined that in each case, the amount of business involved was immaterial to both companies, all such transactions were entered into at arm’s length, and that our Directors were not in any way involved in the negotiations or discussions leading up to the business relationships.
The Committee recommended all of the above-described conclusions to the full Board of Directors and explained the basis for its decisions. Upon discussion and further consideration, these conclusions were adopted by the full Board.
| | | | | | | | | | |||||
| Jonas Prising, Chair | | | Peter Boneparth | | | Christine Day | | | H. Charles Floyd | | | Stephanie A. Streeter | |
Frank V. Sica, Chairman
Peter Boneparth
Steven A. Burd
Jonas Prising
CD&A CONTENTS
| | | | | ||
| | | | 2022 Results | | |
| | | | | ||
| | | | 2022 Shareholder Engagement | | |
| | | | Pay for Performance | | |
| | | | Long-Term Business Strategies | | |
| | | | | ||
| | | | Say on Pay and Shareholder Outreach | | |
| | | | PHILOSOPHY AND OBJECTIVES | | |
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| | | | | ||
| | | | Key Compensation Reports | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 43 | |
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| Executive Compensation | |
Kevin Mansell, Chairman, President and Chief Executive Officer;
Michelle Gass, Chief Merchandising and Customer Officer and Chief Executive Officer-elect;
Sona Chawla, Chief Operating Officer and President-elect;
| |
| | | | | | | | |||||
| Thomas A. Kingsbury | | | Jill Timm | | | Marc Chini | | | Siobhán Mc Feeney | | | Christie Raymond | |
| Chief Executive Officer | | | Chief Financial Officer | | | Senior Executive Vice President, Chief People Officer | | | Senior Executive Vice President, Chief Technology Officer | | | Senior Executive Vice President, Chief Marketing Officer | |
Richard Schepp, Chief Administrative Officer; and
| Michelle Gass | |
| Paul Gaffney | | | Greg Revelle | |
| Former Chief | | | Former Senior Executive Vice President, Chief Technology & Supply Chain Officer | | | Former Senior Executive Vice President, Chief Marketing Officer | |
summarySummary
Say
| 44 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
Since 2011, we have heldits common stock to $0.50 per share, which equates to an advisory shareholder vote on the compensationannual dividend of our NEOs at each of our annual meetings of shareholders. Of the latest five annual votes, an average of$2.00 per share
Pay for Performance
As part of our pay for performance philosophy, our goals are intended to be difficult to achieve,2022 through share repurchases and failure to achieve the goals has significant consequences. As detailed below in this CD&A, the effectiveness of the Committee’s goal setting has been demonstrated over the past several years as retailers such as Kohl’s faced significant structural headwinds. In 2015dividend payments
On a longer term basis, we did not achieve our targeted$1.5 billion secured facility
Kohl’s 2017 Business Results
Kohl’s 2017 business results were very strong. Comparable store sales increased by 1.5% for the year, with consistent improvement shown throughout the year. Comparable store sales during the critical fourth quarter grew by over 6%. Our profit margins grew and expenses as a percent of sales decreased. Our inventories were well managed and at the end of the year, our inventory levels were 7% lower than they were at the end of 2016. Again this year, Kohl’s sales growth significantly exceeded that of its core peer group.
Business Strategies
Led by our NEOs, Kohl’s management has established and articulated a detailed multi-year strategic framework. This framework, called the Greatness Agenda, was established in 2014 to highlight a clear path to improve Kohl’s operating performance. The Greatness Agenda creates a strategic framework for the entire organization to align behind. Our goal is to become the most engaging retailer in America. Within the Greatness Agenda, we identify our areas of greatest opportunity and establish specific and measurable objectives for improved sales, customer engagement and associate engagement. Our senior leaders spend a significant amount of time ensuring that all associates understand and are aligned with this strategic framework. The “Bold Moves”separation benefits outlined in the Greatness Agenda are seenPotential Payments Upon Termination or Change of Control section of this proxy statement.
Kohl’s management is focused on two key priorities – driving traffic and operational excellence. The first and most important priority is driving traffic, which is the key to growing sales. Our focus on driving traffic led to sequentially improving sales metrics for each quarter of fiscal 2017. In the third quarter, comparable store sales turned positive for the first time in 7 quarters. Sales growth then accelerated significantly during the holiday period, when Kohl’s posted its highest holiday sales growth since 2001. Our aggregate holiday sales in 2017 were the highest in our history.
Our strategies to drive traffic are established and executed through the lens of the five strategic pillars identified in the Greatness Agenda:
Easy Experience;
Amazing Product;
Personalized Connections;
Incredible Savings; and
Winning Teams.
For example, under our Easy Experience pillar, Kohl’s is investing significant time and resources to create a more seamless omnichannel experience for our customers. As a result of these investments, our physical stores have become an important source for online order fulfillment. This results in a faster, more seamless experience for our customers. Under our Amazing Product pillar, we have been focused on growing the size of our most important national brands and adding new national brands to our portfolio to improve our relevancy to consumers, which we believe will drive traffic. In 2017, this growth continued, driven in part by actions we have taken toward our aspiration to be the destination for active and wellness categories. Management has developed similar strategies and initiatives to drive traffic under each of our five pillars.
Our second priority is to achieve operational excellence. We are committed to making long-term investments in our future to ensure our success. Our focus on operational excellence is to identify ways to work smarter in an effort to help offset the cost of these investments. Many of the savings opportunities are around strategies to work differently organizationally or use technology to reduce payroll needs or expense. For example, we believe our largest area of opportunity in achieving operational excellence is in making our stores more productive. The general consumer shift to online shopping has negatively impacted our store sales
productivity without reducing the stores’ significant fixed expenses. Numerous operational excellence strategies are underway to help us reduce our store operational costs, such as:
Leveraging technology such as enhanced applications for mobile and handheld devices carried by our store associates;
Reducing the square footage of our stores, both operationally and physically to achieve greater efficiency;
Leveraging our stores as fulfillment centers for online orders through initiatives such as Buy Online Pickup in Store, Ship From Store, and a new option thathe will become available for our online customers in 2018, Buy Online Ship to Store.
Leadership Succession Planning
In 2017, we executed several important steps in our multi-year leadership succession planning. In the third quarter of 2017, we announced a significant milestone with respect to our most senior leadership succession:
Mr. Mansell will retire as the Chairman of the Board, Chief Executive Officer and President and as a director effective as of the close of Kohl’s 2018 Annual Meeting of Shareholders;
Ms. Chawla has been appointed President-electGaffney, the Company’s Senior Executive Vice President, Chief Technology and will serve as President uponSupply Chain Officer, would be departing the Company effective August 1, 2022. In connection with his departure, Mr. Mansell’s retirement;
Ms. Gass will stand for electionGaffney was entitled to the Kohl’s Board of Directors at our 2018 Annual Meeting of Shareholders; and
Kohl’s Board of Directors intends to appoint one of its independent directors as chair.
In conjunction with these senior leadership changes, the Committee took the following actions:
Increased Ms. Gass’ and Ms. Chawla’s base salaries to $1,400,000 and $1,200,000, respectively;
Increased the high end of Ms. Gass’ and Ms. Chawla’s annual bonus opportunity under our Annual Incentive Plan to 250% of base salary and 225% of base salary, respectively;
Awarded Ms. Gass a $6 million grant under our 2017-2019 LTIP;
Awarded Ms. Chawla a $3 million grant of restricted shares; and
Increased Ms. Gass’ and Ms. Chawla’s annual LTIP award target value to $6 million and $3 million, respectively.
In the second quarter of 2017, Mr. Besanko joined Kohl’s as Chief Financial Officer, replacing Mr. McDonald who had retired earlierseparation benefits outlined in the year.Potential Payments Upon Termination or Change of Control section of this proxy statement.
$1.75 million grant under our 2017-2019 LTIP;
One-time signing incentive of $250,000; and
RecruitmentPromotional grant of restricted sharesstock units with a grant date value of $4$2 million.
All
Upon review and consideration of Kohl’s 2017 results, the Committee took the following actions in January and February 2018:
determined that the performance ratings of Mses. Gass and Chawla and Messrs. Mansell and Schepp were “Consistently Exceeds Expectations,” which is the highest ranking in our three tier evaluation program;
determined that the performance rating of Mr. Besanko was “Fully Meets Expectations,” which is the middle ranking in our three tier evaluation program and a standard rating for an executive who was not a Kohl’s employee for the entire fiscal year;
granted a 2.66% base salary increase to Mr. Schepp, which is 66 basis points higher than the average increase granted to the remainder of our salaried associates;
granted a 1.50% base salary increase to Mr. Besanko, which is 50 basis points less than the average increase granted to the remainder of our salaried associates;
awarded annual incentives to the NEOs pursuant tobonus opportunity under our Annual Incentive Plan with a target of 110% of her base salary; and
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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 2022, the Company reached out to shareholders representing more than 70% of shares outstanding and met with shareholders representing more than 50% of shares outstanding. Directors participated in many of these engagements, and feedback was shared with our Board. Open and constructive dialogue with shareholders on governance matters, including executive compensation, facilitates alignment on policies and practices. Throughout our discussions, we heard broad support for our compensation philosophy and program structure. | | | |
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determinedtime, with the understanding that PSUs granted to the NEOs in 2015,three-year targets would be reevaluated before the valueend of whichfiscal 2020. In December 2020, after determining that Kohl’s
The Committee believes all of these actions were appropriate and in line with its philosophy.
Say on Pay
The Committee is pleased with our shareholders’ strong support of our NEO compensation program. Each year at our Annual Meeting of Shareholders, we hold an advisory vote on the compensation of our NEOs. Our shareholders have consistently shown strong support for our NEO compensation, with an average of approximately 94% of the votes cast by our shareholders in favor of this compensation during the last five annual advisory votes.
Based on this strong support,exceeding initial expectations, the Committee believes that our policies, practices, and programs are in line with our shareholders’ expectations. In accordance with its charter,significantly increased the Committee reviews the voting results on an annual basis. Followingprevious targets for each of the previous votes,three-year performance goals. The net sales target was raised by 11%, the Committee has considered whether anyoperating income target was raised by 161%, and the operating cash flow target was raised by 259%. Importantly, however, no adjustments were warranted basedmade to the size of the original awards granted to management. The exceptionally strong results in 2021 had a positive impact on the 2020-2022 LTIP with EPS setting a record for the Company.
| | THE COMPANY’S FOUR KEY FOCUS AREAS CONTINUE TO BE: | | | ||||
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| | 1. | | | | 2. | | |
| | DRIVING TOP LINE GROWTH | | | | EXPANDING OPERATING MARGIN | | |
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| | 3. | | | | 4. | | |
| | MAINTAINING DISCIPLINED CAPITAL MANAGEMENT | | | | SUSTAINING AN AGILE, ACCOUNTABLE, AND INCLUSIVE CULTURE | | |
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| Executive Compensation | |
| | 600+ | | |
| | Sephora at Kohl’s Now Open | | |
| | | | |
| | 400 | | |
| | Additional Sephora at Kohl’s Launched in 2022 | | |
| | The “Sephora at Kohl’s” Experience will be expanded to at least 850 locations in 2023. | | |
| | | | | ~$900M | | | | Capital Returned to Shareholders | | | |
| | In 2023, the Company bought back $658 million in shares and paid $239 million in dividends. | | |
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| | | | Disability:IN Disability Equality Index Best Places to Work for Disability Inclusion Recognizes Kohl’s long-standing commitment to diversity and inclusion and distinguishes the company as a “Best Place to Work for Disability Inclusion” (1st year achieving a score of 100) | | | | | | | Hispanic Association on Corporate Responsibility (HACR)Corporate Inclusion Index Assesses Kohl’s Hispanic inclusion efforts and outcomes (achieved a 5-star rating in the 2022 HACR Corporate Inclusion Index—Employment) | | | | | | | Human Rights Campaign Corporate Equality Index Best Places to Work for LGBTQ Equality Recognizes U.S. businesses in the evolving field of lesbian, gay, bisexual, transgender and queer equality in the workplace (3rd year achieving a 100% score) | | | | | | | Diversity ImpactAwards Leader in the measurement of the impact and performance of companies ERG or Diversity Council (top 10 enterprise ERG for the 2nd year) | | | | | |||||||||||||||||||||
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| | | | DiversityInc Top 50 Leading assessment of diversity management in corporate America (3rd year recognized) | | | | | | | AnitaB.org Top Companies for Women Technologists Recognizes companies committed to building workplaces where women in technology can thrive (4th year recognized) | | | | | | | Seramount Best Companies for Multicultural Women Recognizes organizations that have had success moving multicultural women into professional and leadership positions (3rd year recognized) | | | | | | | Seramount 100 Best Company Evaluates everything that impacts working mothers, including parental leave, phasing back, fertility benefits, adoption, child- and dependent-care benefits, flexible scheduling, mentoring, sponsorship and opportunities for advancement (2nd year recognized) | | | | | | | 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 | | | | |
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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 | | | | | | | Dow Jones Sustainability North America Index Named to the 2022 Dow Jones Sustainability North America Index for the 5th year and one of only 7 U.S.-based retailers to be named to the list | | | | | | | Carbon Disclosure Project Awarded an A – CDP ranking in 2022 and recognized at the CDP’s Leadership Level for the 4th consecutive year | | | | | | | EPA 2022 SmartWay® High Performer List Recognized on the SmartWay® 2022 High Performer List as an industry leader in the environmental and energy performance of our freight supply chain | | | | | |||||
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| | | | EPA2022 ENERGY STAR Partner of the Year Award Selected by the EPA as a 2022 ENERGY STAR Partner of the Year winner for Sustained Excellence for the 11th consecutive year | | | | | | | EPA Green Power List Named on the EPA’s Green Power Top 30 Retail list since 2014 | | | | | | | Solar Energy Industries Association Ranked 4th among corporate users for the total number of solar installations and 11th for total installed on-site solar capacity by Solar Energy Industries Association | | | | | | | EthisphereWorld’s Most Ethical Companies Recognized as one of the World’s Most Ethical Companies (2019, 2020, 2021, 2022 and 2023) by Ethisphere, a global leader in defining and advancing the standards of ethical business practices | | | | |
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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 | | | For fiscal 2022, a mix of absolute objective performance measures set at the start of the year focused on net sales (50%) and operating income (50%). A threshold payment can also be earned if the company outperforms the Performance Index in 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 | | | For fiscal 2022-2024, performance share units have three-year targets for cumulative net sales (50%), operating margin (25%) and operating cash flow (25%). A threshold payment can be earned if the Company outperforms the Performance Index in 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 | |
Philosophy and Objectives
We believe executive compensation should be directly linked to corporate performance with the ultimate objective of increasing long-term shareholder value. For this reason, the majority of our executives’ compensation is earned only upon achievement of performance targets, such as sales, net income, total shareholder return and other financial measurements selected to reinforce the critical linkage between pay and performance. Our use of equity in our compensation program and share ownership requirements create a strong alignment of the interests of our executives with those of our shareholders.
Our executive compensation program has been designed to achieve the following objectives:
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:
Providing short-term opportunities through our annual incentive program that are directly linked to corporate performance goals that drive long-term performance;
Providing long-term opportunities through equity awards granted under our long-term incentive program that align executive compensation with the creation of long-term shareholder value;
Provide compensation opportunities that are competitive, internally equitable and linked to demonstrated achievements;
Promote ownership of Kohl’s stock by our senior executives through equity-based pay and share ownership requirements in order to align their economic interests with those of our shareholders; and
Provide a balanced compensation program which does not create risks that are reasonably likely to have a material adverse effect on our Company.
Our executive compensation program is comprised of three primary elements:
Base salary;
Annual incentive compensation; and
Long-term equity based incentive compensation.
The Committee has the flexibility to useuses these elements, along with certain benefits and perquisites, in proportions that will most effectively accomplish our business and strategic objectives. To ensure
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Risk Assessment
Each year, we review and analyze whether our compensation plans, policies and practices create material risks to Kohl’s. As part of this analysis, we review allcore tenet of our strong governance and compensation plans,practices. Open and constructive dialogue with shareholders on governance matters, including executive compensation, facilitates alignment on policies and practices. We also considerBefore last year’s vote, we had received generally positive feedback on our compensation program from investors. In connection with the potential impactcontested election of eachdirectors last year, we knew the activist investors leading the then-current proxy fight and those part of the prior year’s settlement, who together held almost 8% of our shares of record,
The Committee believescontinued alignment with shareholder expectations.
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| | | | | 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: | | |
| | | | | | | ||
| | 1. | | | | 2. | | |
| | 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. ■ Following a one-year change during COVID, the Committee previously returned to our long history of making payouts under both the annual and PSU portion of our long-term incentive programs dependent 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. | | |
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| | 3. | | | | 4. | | | | 5. | | |
| | 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. | | |
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Our long-term compensation is in the form of equity and the Committee has adopted share ownership guidelines, which require our NEOs to continuously own a substantial amount of equity during their employment. Equity based long-term incentives, coupled with meaningful share ownership requirements, align our executives’ long-term interests with those of our shareholders and discourage excessive risk taking intended to drive short-term results at the expense of long-term shareholder value enhancement. We also maintain a
clawback policy that enables the recapture of previously paid incentive compensation in certain circumstances involving a financial restatement. The Committee believes our long-term incentive program motivates and rewards our executives for decisions that may not produce short-term results but will likely have a positive long-term effect, such as those related to investments in our infrastructure and increasing our market share. Our executives are not compensated for discrete transactions, decisions or other actions.
Determining Executive Compensation
Our Committee oversees the compensation programs for our directors and NEOs. Those programs are administered by management in accordance with the policies developed by the Committee. Information concerning the structure, roles and responsibilities of the Committee can be found in the “Questions and Answers about our Board of Directors and Corporate Governance Matters” section of this proxy statement.
Compensation Committee Meetings & Advisors
As set forth in the Committee’s charter, the
Committee Chair. The Committee retains anCommittee’s independent outside compensation advisor Steven Hall of Steven Hall & Partners (“SH&P”). Mr. Hall participatesparticipated in all Committee meetings as directed byrelated to both establishing the incentive plans and determining the payouts of the plans, providing the Committee Chairman. SH&Pwith advice and counsel on the corresponding implications for both management and shareholders. Semler Brossy does not provide any other services to Kohl’s and Mr. Hall does not have any executives with any business or professional relationships with any member of Kohl’s management or the Committee. SH&P’s independence, proposed fees and overall engagement are reconsidered by the Committee on an annual basis.
Key Compensation Reports
While the
Tally Sheets
The Committee annually reviews tally sheets for each executive officer. These are comprehensive summaries of our NEOs, which present a comprehensive summary of theeach executive’s compensation, including the following information:
■
The fair market value of each NEO’sthe executive’s equity holdings and the vesting schedules for unvested equity compensation awards; and
Tally sheets provide
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Together with SH&P,
| | ■ base salaries | | | | ■ target annual incentives | | |
| | ■ target long-term incentives | | | | ■ target total direct compensation | | |
■
Following an extensive review of its compensation peer group and other possible comparators,In August 2021, the Committee determined that the 2017November 2021 compensation analysis (used in evaluating executive officer compensation decisions in fiscal 2022) would be based upon the same peer group as usedfollowing Compensation Peer Group, which was reaffirmed in 2016:
Market Capitalization ($ Billions)* | Revenue ($ Billions)* | |||||||
• Bed, Bath & Beyond Inc. | 4.4 | 12.2 | ||||||
• The Gap, Inc. | 8.7 | 15.5 | ||||||
• J.C Penney Company, Inc. | 1.4 | 12.5 | ||||||
• L Brands, Inc. | 15.5 | 12.6 | ||||||
• Macy’s, Inc. | 7.1 | 25.8 | ||||||
• Nordstrom, Inc. | 7.9 | 14.8 | ||||||
• Ross Stores, Inc. | 22.5 | 12.9 | ||||||
• Sears Holding Corporation | 1.0 | 22.1 | ||||||
• The TJX Companies, Inc. | 46.4 | 33.2 | ||||||
|
|
|
| |||||
Median | 7.9 | 14.8 | ||||||
Kohl’s Corporation | 6.6 | 18.7 |
*August 2022 for the November 2022 compensation analysis:
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| 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 | | | | | | |
July 15, 2022.
| | | | Customer Segment | | | | | | | | | Product Segment | | ||||||||||||||||||
| Company | | | High-End | | | Mid-Tier | | | Off-Price | | | | | Active/Shoes | | | Apparel | | | Home | | | Beauty | | | Multiline | | ||||
| Bed, Bath & Beyond, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Best Buy Co., Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Burlington Stores, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Dick’s Sporting Goods, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Dollar Tree, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Foot Locker, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Gap, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Macy’s, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Nordstrom, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Ross Stores, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| The TJX Companies, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Ulta Beauty, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
We also measure our performance against a more targeted set of peers for purposes of annual performance reviews, Annual Incentive Plan awards and the vesting of certain equity-based awards. We refer to this set of peers as our “core peer group,” which consists of:
J.C Penney Company, Inc.;
Macy’s, Inc.;
Sears Holding Corporation;
Target Corporation;
The Gap, Inc.;
The TJX Companies, Inc.; and
Ross Stores, Inc.
The Committee has determined that these companies compete with Kohl’s for market share in various categories of business. We use the core peer group because the Committee believes in certain instances, elements of compensation should be contingent upon our performance relative to our closest competitors. Although Target Corporation is not a part of our executive compensation benchmarking peer group because of its comparatively large revenues and market capitalization, Target continues to be a part of our core peer group for comparing operating metrics. The Committee will continue to monitor the appropriateness of this core peer group and make adjustments as necessary.
Together with and aided by SH&P, the Committee reviews numerous data sources to ensure that the most relevant compensation information available is being used in the development and administration of our compensation programs. The primary sources of industry compensation information used are our peers’ SEC
filings and the Hay Group Retail Industry Survey. The Committee believes that these sources of competitive compensation information are the best available at this time. The market data reviewed by the Committee in 2017 consisted of newly available data from the Hay Group’s 2017 Retail Industry Survey and information prepared by SH&P from publicly available proxy statements, Forms 8-K, and Forms 4 of our peer group companies.
At a meeting in November 2017, the Committee reviewed a detailed benchmarking report prepared by SH&P. This report included detailed information on the following components of compensation for the NEOs:
Base Salaries;
Target Annual Incentives;
Actual Annual Incentives paid in Fiscal 2017 based on Fiscal 2016 performance;
Target Annual Compensation;
Long-Term Incentives; and
Target Total Compensation.
This benchmarking data indicated that Mr. Mansell’s target total compensation level, including the amortized value of all outstanding equity compensation awards, was well below the median of CEOs within the Company’s peer group. Similarly, Ms. Gass’ target total compensation level, including the amortized value of all outstanding equity compensation awards would also be below the median when she assumes the CEO position in 2018.
The benchmarking data also indicated that the other NEOs’ compensation levels, including the amortized value of all outstanding equity compensation awards, was consistent with the Committee’s philosophies and objectives.
The Committee took all of the above information into consideration in evaluating each of the NEOs’ compensation for 2018. In particular, the Committee again reviewed the benchmarking data in February 2018 and in consultation with SH&P, determined that the grant date target value of Mr. Mansell’s and Ms. Gass’ annual LTIP awards would be increased from $6,000,000 to $7,250,000, beginning with their 2018-2020 LTIP awards. The grant for Mr. Mansell is in recognition of the long payback associated with many of the strategic initiatives started under Mr. Mansell’s leadership.
Pay-for-Performance
Pay-for-performance is a critical part of Kohl’s compensation programs. Each NEO’s performance is measured in comparison to predetermined goals. These goals are intended to be difficult to achieve, and failure to achieve them has significant consequences. The effectiveness of the Committee’s goal setting has been demonstrated over the past several years as retailers such as Kohl’s faced significant structural headwinds:
In 2015 and 2016, we did not achieve all of our financial goals. However, our sales performance exceeded that of our core peer group. In both of those years, our earnings did not meet the previously established threshold levels for a payout under our Annual Incentive Plan, but a minimum payout was made in both years in recognition of the fact that Kohl’s outperformed its peer group. In each of those two years, the NEOs received salary increases of just 1.5%.
In contrast, Kohl’s performance in 2017 was very strong. Sales increased over 2% for the year, with consistent improvement shown throughout the year. Comparable store sales during the critical fourth quarter grew by over 6%. Our margins grew and expenses as a percent of sales decreased. Kohl’s sales growth significantly exceeded that of its core peer group. As a result of this performance, our Annual Incentive Plan paid out at the maximum level. Had they been otherwise eligible to receive a base salary adjustment, our four NEOs who were with Kohl’s throughout all of 2017 qualified for a 2.66% merit increase.
Viewing performance on a cumulative three year basis, we did not achieve our targeted level of sales and earnings during fiscal years 2014 through 2016, so PSUs granted to the NEOs in 2014 as part of our LTIP vested at less than 63% of their targeted value. Similarly, we did not achieve the targeted level of sales and earnings during fiscal years 2015 through 2017, so PSUs granted to the NEOs in 2015 as part of our LTIP vested at 25.1% of their targeted value.
The Committee believes it is important that a significant portion of our NEOs’ compensation is tied to our future performance — both on an absolute basis and relative to other companies in the retail industry — in order to maximize long-term shareholder value creation. Accordingly, the aggregate compensation paid to our NEOs is weighted towards annual and long-term incentive compensation that is based upon Kohl’s absolute and relative performance.
The Committee sets difficult goals that must be met in order for the NEOs to maximize their compensation:
Each year, the Committee sets individual performance criteria for each NEO that must be achieved for the NEO to be eligible for various levels of base salary increases. In 2016 and 2017, these criteria included corporate net income, total sales growth, business specific objectives and managerial criteria, such as leadership, vision and strategic planning.
In establishing various levels of annual incentive payout opportunities, the Committee sets goals based on the Company’s absolute performance as well as the Company’s performance relative to the performance of our core peer group.
Long-term equity awards are made pursuant to our LTIP. A significant portion of the awards made pursuant to the LTIP are PSUs, with vesting contingent upon attainment of company-wide cumulative financial performance goals over a three-year performance period. The number of shares earned upon vesting of the PSUs is dependent upon Kohl’s financial performance, and the number of earned shares is subject to further positive or negative adjustment based on the returns to our investors over this same three year period.
Moreover, the value of any long-term incentive award is dependent upon the future performance of our stock price. We also maintain a clawback policy that enables the recapture of previously paid incentive compensation in certain circumstances involving a financial restatement.
The specifics of each of these performance criteria are discussed in greater detail below.
Individual roles and performance are also periodically taken into account in granting compensation increases or awards that are different than or in addition to those suggested by the guidelines. For example, annual salary increases may be adjusted based upon factors other than or in addition to an executive’s performance ratings, including, among other things, promotions, new roles and responsibilities and previous compensation increases.
Performance Evaluation Process
The Committee’s primary consideration when setting our NEOs’ compensation is each individual’s performance against pre-established performance objectives that are intended to increase long-term shareholder value. evaluation process
Each NEO’sexecutive officers’ compensation is each individual’s performance is assessed on a three-point scale. During the evaluation process, points are awarded to the NEOs for each of theiragainst pre-established business-specific performance objectives based upon actual corporate performance and their individual performance with respectthat are intended to the individual objectives.
on actual performance relative to each of the individual’s performance objectives. Depending on the total points awarded, the NEOs may receive one of the following ratings: (1) inconsistently meets expectations, (2) fully meets expectations, or (3) consistently exceeds expectations.
In the first quarter of each fiscal year, the Committee establishes specific performance objectives for the NEOs for that year. The objectives established by the Committee to evaluate the performance of the NEOs for fiscal years 2016, 2017 and 2018 were:
Performance Objective | CEO | NEOs | ||||||
Net Income Goals | 40 | % | 30 | % | ||||
Total Sales Goals | 40 | % | 30 | % | ||||
Managerial Criteria, including leadership and vision, long-term strategic planning, succession planning, keeping the Board of Directors informed, enhancing diversity, and social responsibility | 20 | % | ||||||
Business Specific Objectives & Leadership | 40 | % |
As such, 80% of our CEO’s evaluation and 60% of our other NEOs’ evaluations are, and have been, tied directly to our corporate performance, subject to adjustment where the Committee deems appropriate.
Specific levels of sales and net income, calculated in accordance with our Annual Incentive Plan, are established for the NEOs to achieve evaluation ratings of inconsistently meets expectations, fully meets expectations, and consistently exceeds expectations.
For the CEO’s managerial criteria, no numerical targets are established and the CEO’s actual performance is assessed with respect to the criteria as a whole. The level of the CEO’s actual performance with respect to the criteria is based on the Committee’s subjective review of his or her performance. This subjective review is based on the deliberations of the Board of Directors with respect to the CEO’s performance throughout the prior year. The Committee does not necessarily attempt to identify specific contributions or achievements in making this assessment, but instead makes its determination based on the totality of these deliberations based on all available information. The judgment of individual members of the Committee may at times be influenced to a greater or lesser degree by different aspects of these deliberations.
The Committee delegates to the CEO the authority to assessassesses the performance of the other NEOs in accordance with a pre-approved methodology. In the first quarter of each year,executive officers and recommends performance ratings to the Committee approves the generaleach year. Given his role as Interim CEO commencing in December 2022, Mr. Kingsbury will not be given a performance criteria and the weighting of each of the criteria that will be applied during the course of the year-end evaluations. Specific target levelsappraisal for corporatefiscal
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| Executive Compensation | |
CEO Performance Evaluations
In February 2017, the Committee assessed Mr. Mansell’s 2016 performance against the following objectives, which had been established by the Committee in the first quarter of 2016:
Performance Objective | Inconsistently Meets Expectations | Fully Meets Expectations | Consistently Exceeds | Objective Weighting | ||||||||||||
Net Income (in millions) | <$ | 653 | $ | 653 to 825 | >$ | 825 | 40 | % | ||||||||
Total Sales (in billions) | <$ | 18.4 | $ | 18.4 to 20.0 | >$ | 20.0 | 40 | % | ||||||||
Managerial Criteria | — | — | 20 | % |
The Company’s adjusted net income in 2016 was $673 million, which fell within the “Fully Meets Expectations” rating range. Similarly, Total Sales were $18.7 billion, which also fell within the “Fully Meets Expectations” range. The Committee assessed Mr. Mansell’s performance on the managerial criteria as “Fully Meets Expectations.” Overall, Mr. Mansell earned a rating of “Fully Meets Expectations” for fiscal 2016.
In February 2018, the Committee assessed Mr. Mansell’s 2017 performance against the following objectives, which had been established by the Committee in the first quarter of 2017:
Performance Objective | Inconsistently Meets Expectations | Fully Meets Expectations | Consistently Exceeds Expectations | Objective Weighting | ||||||||||||
Net Income (in millions) | <$ | 472 | $ | 472 to 673 | >$ | 673 | 40 | % | ||||||||
Total Sales (in billions) | <$ | 17.5 | $ | 17.5 to 19.2 | >$ | 19.2 | 40 | % | ||||||||
Managerial Criteria | — | — | 20 | % |
The Company’s net income in 2017 was $859 million. Excluding the impacts of the 2018 Federal tax rate changes and associated tax planning initiatives, the Company’s net income was $723 million. Both of these amounts exceed the $673 million required to achieve a “Consistently Exceeds Expectations” rating. Total Sales in 2017 were $19.1 billion, which fell within the “Fully Meets Expectations” range. The Committee assessed Mr. Mansell’s performance on the managerial criteria as “Consistently Exceeds Expectations.” Overall, Mr. Mansell earned a rating of “Consistently Exceeds Expectations” for fiscal 2017.
Other NEOs
In February 2017, Mr. Mansell recommended, and the Committee approved, a “Fully Meets Expectations” rating for each of the 2016 performance objectives that had been established for Mses. Chawla and Gass and Messrs. Schepp and McDonald. These overall ratings were based on the following:
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In February 2018, Mr. Mansell recommended, and the Committee approved, the following ratings for each of the 2017 performance objectives that had been established for Mses. Chawla and Gass and Messrs. Besanko and Schepp:
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Elements of Executive Compensation
As described above, the aggregate
The Committee believes it is important that a significant portion of our NEOs’ compensation be tied to our corporate performance in order to align the interests of our NEOs with those of our shareholders and to emphasize the importance of maximizing long-term shareholder value. Accordingly, aggregate compensation paid to our NEOs is weighted towards annual incentive and long-term incentive compensation, both of which are “at risk” if we do not achieve our financial and strategic objectives. Additionally, our NEOs’ salary increases are determined based in large part on Company performance. This strategy reflects the Committee’s pay-for-performance philosophy.
Salary
decisions
Salary adjustments are closely tied
| NEO | | | Fiscal 2021 Base Salary ($) | | | Approved Increase (%) | | | New Base Salary (eff. April 2022) ($) | | |||||||||
| Mr. Kingsbury | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
| Ms. Timm | | | | | 860,000 | | | | | | 0% | | | | | | 860,000 | | |
| Mr. Chini | | | | | 772,500 | | | | | | 0% | | | | | | 772,500 | | |
| Ms. Mc Feeney | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
| Ms. Raymond | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
| Ms. Gass | | | | | 1,475,000 | | | | | | 0% | | | | | | 1,475,000 | | |
| Mr. Gaffney | | | | | 860,000 | | | | | | 0% | | | | | | 860,000 | | |
| Mr. Revelle | | | | | 900,000 | | | | | | 0% | | | | | | 900,000 | | |
is based upon Kohl’s net income and total sales growth. Likewise, net income and total sales growth comprise 60%a result of the other NEOs’ performance objectives.
executive departures and promotions that took place mid-year and after.
Inconsistently Meets Expectations | Fully Meets Expectations | Consistently Exceeds Expectations | ||||||||||
Base Salary Increase as a Percent of Budgeted Increase for All Exempt Associates | 0 | % | 75 | % | 133 | % | ||||||
Example: | ||||||||||||
Increase Assuming 2% Budgeted for All Exempt Associates | 0 | % | 1.50 | % | 2.66 | % |
Committee Decisions and Analysis
Fiscal 2017 Actions
In February 2017, the Committee approved the following merit increases for the NEOs, based upon their 2016 performance evaluation ratings:
Mr. Mansell | Ms. Gass | Ms. Chawla | Mr. McDonald | Mr. Schepp | ||||||
Overall Performance Rating | Fully Meets Expectations | Fully Meets Expectations | Fully Meets Expectations | Fully Meets Expectations | Fully Meets Expectations | |||||
Base Salary Percentage Increase | 1.5% | 1.5% | 1.5% | N/A1 | 1.5% | |||||
Base Salary Increase | $21,100 | $16,750 | $16,750 | $0 | $13,700 | |||||
2017 Base Salary | $1,425,000 | $1,133,250 | $1,133,250 | $913,500 | $927,200 |
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On September 26, 2017, Kohl’s announced Mr. Mansell’s retirement as the Chairman of the Board, Chief Executive Officer and President and as a director of Kohl’s effective as of the close of the Company’s May 16, 2018 Annual Meeting of Shareholders or any adjournment of the 2018 Meeting.August 2022, Ms. Gass was appointed as Chief Executive Officer-elect and will serve as Chief Executive Officer effective upon Mr. Mansell’s retirement. In conjunction with this promotion, Ms. Gass’Raymond’s base salary was increased to $1,400,000. At the same time, Kohl’s announced that$670,000 upon her promotion to Senior Executive Vice President, Chief Marketing Officer.
Fiscal 2018 Actions
In February 2018, the Committee approved the following merit increasesher assumption of responsibility for the NEOs, based upon their 2017 performance evaluation ratings:
Mr. Mansell | Ms. Gass | Ms. Chawla | Mr. Besanko | Mr. Schepp | ||||||
Overall Performance Rating | Consistently Exceeds Expectations | Consistently Exceeds Expectations | Consistently Exceeds Expectations | Fully Meets Expectations | Consistently Exceeds Expectations | |||||
Base Salary Percentage Increase | N/A1 | N/A2 | N/A3 | 1.5% | 2.66% | |||||
Base Salary Increase | N/A1 | N/A2 | N/A3 | $13,500 | $24,700 | |||||
2018 Base Salary | $1,425,000 | $1,400,000 | $1,200,000 | $913,500 | $951,900 |
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Annual Incentive Compensation
| 56 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Executive Compensation | |
| ■ Macy’s Inc. | | | ■ Nordstrom, Inc. | |
| ■ Gap, Inc. | | | ■ Ross Stores, Inc. | |
| ■ Bed, Bath & Beyond, Inc. | | | ■ The TJX Companies, Inc. | |
| ■ Dick’s Sporting Goods, Inc. | | | ■ Foot Locker, Inc. | |
For purposes of determining whether net income targets have been achieved, the Committee may adjust Kohl’s reported net income to exclude the effects of:
discontinued operations;
restructurings;
acquisitions or divestitures of any division, business segment, subsidiary or affiliate;
acquisitions or divestitures of assets that are significant otherwise than in the ordinary course of business;
other unusual or non-recurring items;
impairment charges; and
the cumulative effect of applied tax rules or accounting changes as determined in accordance with generally accepted accounting principles, as applicable.
For both 2016 and 2017, the Committee had also determined that if Kohl’s did not achieve the pre-established threshold performance levels in those years, a bonus at the lowest end of the range for annual incentive opportunities would still be payable to NEOs and other Kohl’s managers if Kohl’s sales performance for the year exceeds that of a “peer performance index.” In both years, the group of “peer” retailers used for comparison purposes was the core peer group described above. The index was the blended performance of this core peer group, calculated as a weighted average of each peer group member’s growth in total domestic revenue.
In 2016, the Committee had also determined that if Kohl’s did not achieve the pre-established threshold performance level in that year, a bonus at the lowest end of the range for annual incentive opportunities would still be payable to NEOs and other Kohl’s managers if Kohl’s net income for the year is within the range of net income forecasted in our initial publicly disclosed 2016 annual earnings guidance.
Following the Committee’s certification of the Company’s year-end results, Annual Incentive Plan participants arewould be granted aany earned bonus based on a percentage of their base pay. The salary, with the
Committee DecisionsCompany, using a straight line interpolation between threshold to target and Analysis
Fiscal 2016 Actions
Intarget to maximum. The percentages set for the first quarter of fiscal 2016,NEOs were:
| NEO | | | Threshold (25%) | | | Target (100%) | | | Maximum (150%) | | |||||||||
| CEO | | | | | 43.8% | | | | | | 175% | | | | | | 262.5% | | |
| CFO | | | | | 32.5% | | | | | | 130% | | | | | | 195% | | |
| Senior Executive Vice President | | | | | 27.5% | | | | | | 110% | | | | | | 165% | | |
Achieve Earnings Guidance Tier(1) | Peer Performance Index Tier(2) | Threshold Tier | Top Tier | |||||||||||||
Net Income Goal (in millions) | | Below $781, But Within Earnings Guidance Range | | Below $781 | $781 | $910 | ||||||||||
Sales Goal | N/A | | Total Sales Beat Peer Index |
| N/A | N/A | ||||||||||
Award Opportunity (as a percent of base salary) | ||||||||||||||||
Mr. Mansell | 40 | % | 40 | % | 65 | % | 250 | % | ||||||||
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp | 30 | % | 30 | % | 55 | % | 200 | % |
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In the first quarter of fiscal 2017, the Committee assessed Kohl’s performance (including
Kohl’s net income is within the range forecasted in our initial publicly announced earnings guidance; or
Kohl’s sales performance for the year exceeds that of a “peer performance index.” For 2016, the peer performance index was a weighted average of year-over-year domestic revenue growth of our core peer group.
Kohl’s 2016 sales exceeded that of the previously established “peer performance index.” Accordingly, the Committee approved Annual Incentive Plan payouts to the NEOs in the following amounts:
Annual Incentive Plan Payout as a | Annual Incentive Plan Payout | |||||||
Mr. Mansell | 40 | % | $ | 561,560 | ||||
Mses. Chawla and Gass | 30 | % | $ | 334,950 | ||||
Messrs. McDonald and Schepp | 30 | % | $ | 274,050 |
Fiscal 2017 Actions
In the first quarter of fiscal 2017, the Committee established the following performance goals and award opportunities for 2017 under the Annual Incentive Plan:
Peer Performance Index Tier(1) | Threshold Tier | Top Tier | ||||
Net Income Goal (in millions) | Below $596 | $596 | $720 | |||
Sales Goal | Total Sales Beat Peer Performance Index | N/A | N/A | |||
Award Opportunity (as a percent of base salary) | ||||||
Mr. Mansell | 40% | 65% | 250% | |||
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp | 30% | 55% | 200% |
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On July 10, 2017, Mr. Besanko became Kohl’s Chief Financial Officer. Pursuant to the terms of his offer of employment, Mr. Besanko is entitled to a non-proratedno Annual Incentive Plan payout in 2018, based on Kohl’s 2017 performance. Mr. Besanko’s Annual Incentive Plan payout opportunities are the same as those of Mr. Schepp.
In conjunction with her September 2017 promotion to Chief Executive Officer-elect, Ms. Gass’ Annual Incentive Plan award opportunities were increased to a range of 0% to 250% of her base salary. In conjunction with her September 2017 promotion to President-elect, Ms. Chawla’s Annual Incentive Plan award opportunities were increased to a range of 0% to 225% of her base salary.
On January 31, 2018, the Committee assessed Kohl’s performance against the 2017 Annual Incentive Plan targets set forth above. The Committee certified that Kohl’s 2017 net income would be in excess of the $720 million required for the NEOs to earn a top tier incentive payment. Accordingly, the Committee approved Annual Incentive Plan payouts to the NEOs in the following amounts:
Annual Plan Payout as a | Annual Incentive Plan Payout | |||||||
Mr. Mansell | 250 | % | $ | 3,562,500 | ||||
Ms. Gass | 250 | % | $ | 3,500,000 | ||||
Ms. Chawla | 225 | % | $ | 2,700,000 | ||||
Mr. McDonald1 | 200 | % | $ | 1,827,000 | ||||
Mr. Besanko | 200 | % | $ | 1,800,000 | ||||
Mr. Schepp | 200 | % | $ | 1,854,400 |
Kohl’s Corporation| 2023 Proxy Statement | | | 57 | |
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| Executive Compensation | |
| | KEY FACTS ABOUT THE 2022 ANNUAL INCENTIVE PLAN The following context is relevant to the 2022 Annual Incentive Plan: | | | |||
| | The Annual Incentive Plan was set in March 2022 using the performance goals of net sales and operating income. Targets were set for this plan that were significantly more challenging to achieve than the Company’s previous year’s performance. Fiscal 2022 objective financial goals were not met, and no Annual Incentive Plan payout was earned for NEOs. | | | No modifications were made to the Annual Incentive Plan. This is the second time in four years that no Annual Incentive Plan payment was made to NEOs, and reflects the rigor of performance goals and the seriousness by which the Company | | |
In February 2018, the Committee confirmed that Kohl’s 2017 net income was $859 million, or $723 million excluding the impacts of 2018 Federal tax rate changes and associated tax planning initiatives.
Long-Term Compensation
The Committee previously granted long-term compensation
Long-term equity incentive awards to our NEOs are typically considered on an annual basis. In January 2014, the Committee adopted the Company’s LTIP for its most senior executives. The LTIP is intended to achieve the Committee’s goals of, among other things, improving the efficiency of long-term equity incentive awards and driving our senior leaders to deliver increased sales and profitability. Underunder the LTIP, annual long-term equity incentive awards are intended typically to bebut generally has favored granting a blend of PSUs which willperformance share units (“PSUs”) that vest in an amount contingent uponbased on the achievement of multi-year financial performance goals, and time-vested restricted stock whichor stock units (“RSUs”) that will vest over a multi-year period.period of years. As described below, PSU awards are also subject to a modifier that can increase or decrease the value actually realized by the recipientnumber of shares that vest based on Kohl’s total shareholder return relative to a group of peer companiesthe TSR Modifier over the performance period. In accordance with our “paypay-for-performance philosophy, PSUs typically make up the majority of long-term incentive awards granted to our NEOs.
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| Executive Compensation | |
| NEO | | | Grant Date Target Dollar Value of LTIP Awards(1) ($) | | |||
| Mr. Kingsbury | | | | | N/A | | |
| Ms. Timm | | | | | 1,550,000 | | |
| Mr. Chini | | | | | 1,350,000 | | |
| Ms. Raymond | | | | | 650,000 | | |
| Ms. Mc Feeney | | | | | 600,000 | | |
| Ms. Gass | | | | | 7,550,000 | | |
| Mr. Revelle | | | | | 1,350,000 | | |
| Mr. Gaffney | | | | | 1,350,000 | | |
| | | | | | |||
| ■ 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 | | | ■ Ross Stores, Inc. | |
| ■ Burlington Stores | | | ■ Express, Inc. | | | ■ Target Corporation | |
| ■ Carter’s, Inc. | | | ■ Foot Locker, Inc. | | | ■ The TJX Companies, Inc. | |
| ■ Chico’s FAS, Inc. | | | ■ Gap, Inc. | | | ■ Ulta Beauty | |
| ■ The Children’s Place, Inc. | | | ■ The Home Depot, Inc. | | | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 59 | |
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management.
| NEO | | | Target Grant Date Fair Value of PSUs Eligible to Be Earned for 2020-2022 Performance Period(1) ($) | | | Number of PSUs Actually Earned for 2020-2022 Performance Period (#) | | ||||||
| Mr. Kingsbury | | | | | N/A | | | | | | N/A | | |
| Ms. Timm | | | | | 750,000 | | | | | | 85,561 | | |
| Ms. Raymond(2) | | | | | 283,481 | | | | | | 24,906 | | |
| Ms. Mc Feeney | | | | | N/A | | | | | | N/A | | |
| Mr. Chini | | | | | 750,000 | | | | | | 85,561 | | |
| Ms. Gass | | | | | 4,350,000 | | | | | | 0 | | |
| Mr. Revelle | | | | | 750,000 | | | | | | 0 | | |
| Mr. Gaffney | | | | | 750,000 | | | | | | 0 | | |
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| Executive Compensation | |
| | KEY FACTS ABOUT THE 2020-2022 LONG-TERM INCENTIVE PLAN The following context is relevant to the 2022 Annual Incentive Plan payout: | | | |||
| | The 2020-2022 LTIP was set in March 2020 at a time when the Company’s stores were closed as a result of the COVID-19 pandemic, and the duration and consequences of the pandemic were uncertain. In December 2020, after determining the Company’s 2020 performance-to-date was exceeding initial expectations, the Committee significantly increased the previous targets for each of the three-year performance goals. | | | Only three current NEOs participate in the 2020-2022 LTIP. No modifications were made to the 2020-2022 LTIP after 2020 when the targets were significantly increased. The Company’s exceptionally strong results in 2021 had a positive impact on the 2020-2022 LTIP with EPS setting records for the Company. | | |
The following such awards were made in 2022:
Committee Decisions and Analysis
Awards Earned and Paid Out Based on Fiscal 2014-2016 Performance
In January 2014, the Committee granted LTIP awards to Ms. Gass and Messrs. Mansell, McDonald and Schepp pursuant to the LTIP. These awards were comprised of a blend of:
60% PSUs, vesting in an amount contingent on the Company’s cumulative net income and cumulative sales, equally weighted, over a three-year performance period from fiscal 2014 through fiscal 2016, with target-level payouts only occurring if we achieve the levels set forth in our 3-Year Financial Plan; and
40% time-vested restricted stock that vests in four equal installments on the first through fourth anniversaries of the date of grant.
For the 2014-2016 LTIP grant, the Committee approved the following grant date dollar value of awards (assuming achievement of “target” levels of performance under the PSUs for the 2014-2016 performance period):
Grant Date Target Dollar Value of LTIP Awards | ||||
Mr. Mansell | $ | 6,000,000 | ||
Ms. Gass | $ | 1,750,000 | ||
Messrs. McDonald and Schepp | $ | 1,000,000 |
As stated above, 60% of the aggregate grant date dollar value of each executive’s 2014-2016 LTIP grant was in the form of PSUs. The number of units actually earned is dependent upon Kohl’s actual performance over the three year fiscal 2014-2016 performance period. Upon achievement of the predetermined “target” level of performance, the executive officers will receive 100% of the PSUs awarded. At the “threshold” level of performance, 50% of the PSUs will be earned and at the “maximum” level, 200% of the PSUs will be earned. In the event performance does not meet threshold levels, then none of the PSUs will be earned. The specific performance objectives for the 2014-2016 LTIP were established with target-level payouts only occurring if Kohl’s achieved the sales and net income levels set forth in our 3-Year Financial Plan for 2014-2016 as follows:
Weighting | Threshold Level | Target Level | Maximum Level | |||||||||||||
Cumulative 3-Year Sales Goal (in millions) | 50% | $56,000 | $59,600 | $61,400 | ||||||||||||
Percent of PSUs Earned Upon Attainment of Indicated Level(1) | 50 | % | 100 | % | 200 | % | ||||||||||
Cumulative 3-Year Net Income Goal (in millions) | 50 | % | $ | 2,190 | $ | 2,740 | $ | 3,120 | ||||||||
Percent of PSUs Earned Upon Attainment of Indicated Level(1) | 50 | % | 100 | % | 200 | % |
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The number of shares that may be earned upon vesting of the PSUs was also subject to a modifier that can increase or decrease the value actually realized by the recipient based on Kohl’s total shareholder return relative to a group of approximately 25 peer companies over the three-year performance period. These peer companies were used as a comparator group because they are also used for benchmarking compensation as a part of the Hay Group’s custom data. If Kohl’s relative total shareholder return is in the top quartile of the peer group, then the PSUs earned in accordance with the preceding paragraph would be increased by 25%. Conversely, if Kohl’s relative total shareholder return is in the bottom quartile, then the PSUs earned would be reduced by 25%. There would be no adjustment if our total shareholder return is in the second or third quartile.
In February 2017, the Committee determined and certified that Kohl’s cumulative sales over the 3-year performance period were $56,913 million and that our adjusted cumulative net income over the 3-year performance period was $2,321 million. Kohl’s TSR in comparison to the previously designated comparison group was at the 54th percentile and as a result no adjustment would be made to the number of PSUs earned. This resulted in Ms. Gass and Messrs. Mansell, McDonald and Schepp earning 62.4% of their respective 2014- 2016 LTIP PSUs as follows:
Number of PSUs Earned for 2014-2016 Performance Period(1) | Certification Date Value of PSUs Earned For 2014-2016 Performance Period | |||||||
Mr. Mansell | 43,431 | $ | 1,814,547 | |||||
Ms. Gass | 12,668 | $ | 529,269 | |||||
Messrs. McDonald and Schepp | 7,239 | $ | 302,445 |
Kohl’s Corporation| 2023 Proxy Statement |
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Awards Granted Based on 2015-2017 Performance
In the first quarter of 2015, the Committee granted long-term equity incentive awards to Ms. Gass and Messrs. Mansell, McDonald and Schepp pursuant to the LTIP. The features of these awards were substantially the same as those described above with respect to the 2014- 2016 LTIP, but the performance period was fiscal years 2015 through 2017, and the specific sales and earnings targets were based upon our 3-Year Plan for those years.
For the 2015-2017 LTIP grant, the Committee approved the following grant date dollar value of awards for our NEOs (assuming achievement of target performance under the PSUs for the 2015-2017 performance period):
Grant Date Target Dollar Value of LTIP Awards(1) | ||||
Mr. Mansell | $ | 6,000,000 | ||
Ms. Gass | $ | 1,750,000 | ||
Messrs. McDonald and Schepp | $ | 1,000,000 |
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Sixty percent of the aggregate grant date dollar value of the 2015-2017 LTIP grants was again in the form of PSUs. The number of units actually earned was dependent upon Kohl’s actual performance over the three year fiscal 2015-2017 performance period. Upon achievement of the predetermined “target” level of performance, the executive officers would receive 100% of the PSUs awarded. At the “threshold” level of performance, 50% of the PSUs would be earned and at the “maximum” level, 200% of the PSUs would be earned. In the event performance does not meet threshold levels, then none of the PSUs would be earned. The specific performance objectives for the 2015-2017 LTIP were established with target-level payouts only occurring if Kohl’s achieved the sales and net income levels set forth in our 3-Year Financial Plan for 2015-2017 as follows:
Weighting | Threshold Level | Target Level | Maximum Level | |||||||||||||
Cumulative 3-Year Sales Goal (in millions) | 50% | $57,050 | $60,690 | $62,510 | ||||||||||||
Percent of PSUs Earned Upon Attainment of Indicated Level(1) | 50 | % | 100 | % | 200 | % | ||||||||||
Cumulative 3-Year Net Income Goal (in millions) | 50 | % | $ | 2,216 | $ | 2,770 | $ | 3,160 | ||||||||
Percent of PSUs Earned Upon Attainment of Indicated Level(1) | 50 | % | 100 | % | 200 | % |
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The number of shares that may be earned upon vesting of the PSUs is also subject to the same TSR modifier described above for the 2014-2016 LTIP.
Pursuant to the terms of her offer of employment, on December 15, 2015, Ms. Chawla received PSUs with a grant date value of $1 million. The number of units actually earned was dependent upon Kohl’s actual performance over the three year fiscal 2015-2017 period as described above. The terms of Ms. Chawla’s PSUs were identical to those described above for the other NEOs.
In February 2018, the Committee determined and certified that Kohl’s cumulative sales over the 3-year performance period were $56,980 million and that our cumulative adjusted net income over the 3-year performance period was $2,220 million, exclusive of a one- time benefit to the Company from a re-valuation of certain deferred taxes following enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). Kohl’s TSR in comparison to the previously designated comparison group was at the 63rd percentile and as a result no adjustment was made to the number of PSUs earned. This resulted in Ms. Gass and Messrs. Mansell, McDonald and Schepp earning 25.1% of their respective target 2015-2017 LTIP PSUs as follows:
Number of PSUs Earned for 2015-2017 Performance Period(1) | Certification Date Value of PSUs Earned For 2015-2017 Performance Period | |||||||
Mr. Mansell | 11,761 | $ | 764,465 | |||||
Ms. Gass | 3,431 | $ | 223,051 | |||||
Ms. Chawla | 5,782 | $ | 375,830 | |||||
Messrs. McDonald and Schepp | 1,961 | $ | 127,465 |
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Awards Granted Based on 2016-2018 Performance
In the first quarter of fiscal 2016, the Committee granted long-term equity incentive awards to the NEOs pursuant to the LTIP. The features of these awards were substantially the same as those described above with respect to the 2015-2017 LTIP, but the performance period was fiscal years 2016 through 2018, and the specific sales and earnings targets were based upon our 3-Year Plan for those years.
For the 2016-2018 LTIP grant, the Committee approved the following grant date dollar value of awards (assuming achievement of “target” levels of performance under the PSUs for the 2016-2018 performance period):
Grant Date Target Dollar Value of LTIP Awards(1) | ||||
Mr. Mansell | $ | 6,000,000 | ||
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp | $ | 1,750,000 |
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| Executive Compensation | |
Awards Granted Based on 2017-2019 Performance
In the first quarter of fiscal 2017, the Committee granted long-term equity incentive awards to the NEOs pursuant to the LTIP. Except as described below, the features of these awards were substantially the same as those described above with respect to the 2016-2018 LTIP, but the performance period was fiscal years 2017 through 2019, and the specific sales and earnings targets were based upon our 3-Year Plan for those years.
For the 2017-2019 LTIP grant, the Committee approved the following grant date dollar value of awards (assuming achievement of “target” levels of performance under the PSUs for the 2017-2019 performance period):
Grant Date Target Dollar Value of LTIP Awards(1) | ||||
Mr. Mansell | $ | 6,000,000 | ||
Ms. Gass, Ms. Chawla and Messrs. McDonald and Schepp | $ | 1,750,000 |
|
In addition to amount-specific sales and earnings targets, the Committee added a “Peer Performance Index” feature to the 2017-2019 LTIP. If Threshold levels of either Sales or Net Income are not achieved, a Threshold (minimum) level Peer Performance Index payout will be made with respect to the Sales and/or Net Income performance objectives if Kohl’s beats the respective Peer Performance Index comparing the Company’s performance to that of a weighted average of the Company’s core peer group. The core peer group and respective weightings are the same as those used to determine payouts below threshold performance under the Annual Incentive Plan.
Pursuant to the terms of his offer of employment, on August 15, 2017, Mr. Besanko received a 2017-2019 LTIP award with a grant date value of $1,750,000, which included:
restricted shares with a grant date value of $700,000, vesting in equal annual installments on each of the first four anniversaries of the grant date; and
PSUs with a grant date value of $1,050,000. The number of PSUs of units actually earned is dependent upon Kohl’s actual performance over the three year fiscal 2017-2019 period as described above. The terms of Mr. Besenko’s PSUs are identical to those described above for the other NEOs.
In conjunction with her promotion to Chief Executive Officer-elect, on September 25, 2017, Ms. Gass received an additional 2017-2019 LTIP award with a grant date value of $6,000,000, which included:
restricted shares with a grant date value of $2,400,000 vesting in equal annual installments on each of the first four anniversaries of the grant date; and
PSUs with a grant date value of $3,600,000. The number of PSUs actually earned is dependent upon Kohl’s actual performance over the three year fiscal 2017-2019 period as described above. The terms of Ms. Gass’ PSUs are identical to those described above for the other NEOs.
Other Long-Term Equity Awards Granted to the NEOs
Pursuant to the terms of his offer of employment, on August 15, 2017, Mr. Besanko received an award of restricted shares with a grant date value of $4,000,000. These shares will vest in three installments — 40% on each of the first and second anniversaries of the grant date and 20% on the third anniversary of the grant date.
In conjunction with her promotion to President-elect, on September 25, 2017, Ms. Chawla received an award of restricted shares with a grant date value of $3,000,000, vesting in equal annual installments on each of the first two anniversaries of the grant date.
On September 25, 2017, Mr. Schepp received an award of restricted shares with a grant date value of $3,000,000, vesting on the first anniversary of the grant date. This award was made in recognition of Mr. Schepp’s exemplary performance on various strategic initiatives and to ensure a seamless leadership transition as Mr. Mansell retires and Ms. Gass and Ms. Chawla assume the roles of CEO and President, respectively, in May 2018.
Perquisites
We provide our NEOs with certain perquisites in order to providecreate a competitive total rewards package
| Perquisite | | | Amount for CEO & CFO | | | Amount for Other NEOs | |
| Automobile expense reimbursement | | | No fixed limit(1) | | | $18,000 per year | |
| Personal financial or tax-related advisory services | | | Up to $10,000 for financial and no fixed limit for tax-related advisory services | | | Up to $10,000 per year | |
| Supplemental health care plan, for medical expenses not covered by insurance | | | Up to $50,000 per year | | | Up to $25,000 per year | |
Deferred Compensation
CD&A.
Stock Ownership Guidelines
CD&A.
| 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 | |
consider vested or unvested stock options, but will considernow only considers shares of Kohl’s common stock owned outright and unvested time-based restricted stockstock. These equity holding requirements were again reviewed in 2022, along with additional marketplace benchmarking that had been conducted. Based on that review, the Committee determined that the holding requirements remain consistent with market practice and PSUs. All ofalso verified that the NEOs, as well as each of our Executive Vice Presidents,executive officers were in compliance with these guidelines as of the end of fiscal 2017.
From time to time, our principal officers will engage in sales of Kohl’s common stock in accordance with our executive stock ownership guidelines. These sales may be accomplished pursuant to SEC Rule 144 during our scheduled insider trading window periods or pursuant to pre-arranged trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act. Compliance with our executive stock sale guidelines is monitored by the Committee and exceptions are granted by the Committee only in extraordinary circumstances.
All
Other Material Tax
| 62 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Executive Compensation | |
risk factors we have identified in our public filings. Management engages a third party compensation consultant (who is separate and independent from the Committee’s compensation consultant) to assist in this process and to give a separate risk assessment. Following these analyses in fiscal 2022, the Committee agreed with management’s and the consultant’s conclusions that the Company’s compensation programs do not create any risks that are reasonably likely to have a material adverse effect on Kohl’s. The Committee believes our compensation plans, policies, and practices are designed to reward performance that contributes to overall Company performance and the achievement of long and short-term Company goals. The amount of each type of compensation awarded to or earned by our management team is determined either by reference to Company-wide performance or a combination of Company-wide performance and individual performance. We do not encourage or incentivize our executives to take actions that expose Kohl’s to risks that are inconsistent with our strategic plan.
While the Committee did not haveAs a policy requiring aggregate compensation to meet the requirements for deductibility under Section 162(m), the Committee considered the impact of Section 162(m) in setting and determining executive compensation because it was concerned with the net cost of executive compensation to Kohl’s. Kohl’s compensation program was generally designed with the intentionresult, we expect that compensation paid in various forms may be eligible to qualify for deductibility under Section 162(m), but in order to maintain flexibility in rewarding individual performance and contributions, the Committee would not limit all the amounts paid under all of our compensation programs to just those that qualify for tax deductibility. Where compensation was awardedNEOs in excess of the limits established$1 million will not be deductible by Section 162(m), the Committee encouraged, but did not require, deferral of such excess amounts by the officer.
Under the Tax Act, effective for our fiscal 2018, the exception under Section 162(m) for performance-based compensation will no longer be available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. In addition, “covered employees” has been expanded to include our Chief Financial Officer, and once one of our NEOs is considered a covered employee, the NEO will remain a covered employee so long as he or she receives any compensation from us. Given the lack of regulatory guidance to date, the Committee is not yet able to determine the full impact of the Tax Act’s changes to Section 162(m) on Kohl’s and our compensation programs, and the Committee cannot guarantee that compensation that is intended to comply with the performance-based compensation exception under Section 162(m) will in fact so qualify.
Employment Agreements
We have entered into employment agreements with each of our NEOs. The terms of these agreements are similar to those of employment agreements of similarly situated retail industry executives. Our executives’ employment agreements do not include any provisions for tax gross-up payments.
The Committee believes that employment agreements are important to both our executives and to the Company in that the executive benefits from clarity of the terms of his or her employment, as well as protection in certain events of termination, while Kohl’s benefits from nondisclosure and non-competition protection,
enhancing our ability to retain the services of our executives. The Committee periodically reviews the terms of the employment agreements and amends them as necessary to remain competitive and to carry out its objectives.
In addition to the employment agreements, we previously entered into a letter agreement with Mr. McDonald that set forth certain payments and other benefits to which he is entitled in connection with his retirement. The Committee agreed that this letter agreement was important to both Mr. McDonald and the Company in that Mr. McDonald benefitted from clarity in terms of his employment up to and following his transition out of the CFO role, while Kohl’s benefitted from Mr. McDonald’s services and other commitments to help ensure a smooth transition to his successor.
Details of the terms of the specific employment and letter agreements are discussed below.
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| 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 | | | | | 2022 | | | | | | 240,246 | | | | | | — | | | | | | 3,775,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 412,619 | | | | | | 4,427,865 | | |
| Jill Timm Chief Financial Officer | | | | | 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 | | | |||
| | | 2020 | | | | | | 800,000 | | | | | | 330,000 | | | | | | 1,401,438 | | | | | | — | | | | | | 550,000 | | | | | | — | | | | | | 73,102 | | | | | | 3,154,540 | | | |||
| Marc Chini Senior Executive Vice President, Chief People Officer | | | | | 2022 | | | | | | 772,500 | | | | | | — | | | | | | 1,350,022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 83,568 | | | | | | 2,206,090 | | |
| | | 2021 | | | | | | 768,750 | | | | | | — | | | | | | 1,250,055 | | | | | | — | | | | | | 1,274,625 | | | | | | — | | | | | | 81,305 | | | | | | 3,374,735 | | | |||
| | | 2020 | | | | | | 750,000 | | | | | | 309,375 | | | | | | 1,526,504 | | | | | | — | | | | | | 515,625 | | | | | | — | | | | | | 91,217 | | | | | | 3,192,721 | | | |||
| Siobhán Mc Feeney(6) Senior Executive Vice president, Chief Technology Officer | | | | | 2022 | | | | | | 581,250 | | | | | | — | | | | | | 3,099,970 | | | | | | — | | | | | | — | | | | | | — | | | | | | 79,660 | | | | | | 3,760,880 | | |
| Christie Raymond(7) Senior Executive Vice President, Chief Marketing Officer | | | | | 2022 | | | | | | 620,958 | | | | | | — | | | | | | 2,647,985 | | | | | | — | | | | | | — | | | | | | — | | | | | | 72,427 | | | | | | 3,341,370 | | |
| Michelle Gass(8) Former Chief Executive Officer | | | | | 2022 | | | | | | 1,240,341 | | | | | | — | | | | | | 7,549,993 | | | | | | — | | | | | | — | | | | | | — | | | | | | 243,760 | | | | | | 9,034,094 | | |
| | | 2021 | | | | | | 1,467,750 | | | | | | — | | | | | | 7,250,011 | | | | | | — | | | | | | 3,871,875 | | | | | | — | | | | | | 335,198 | | | | | | 12,924,834 | | | |||
| | | 2020 | | | | | | 1,253,882 | | | | | | 939,422 | | | | | | 8,853,685 | | | | | | — | | | | | | 1,565,703 | | | | | | — | | | | | | 242,683 | | | | | | 12,855,375 | | | |||
| Paul Gaffney(9) Former Senior Executive Vice President, Chief Technology and Supply Chain Officer | | | | | 2022 | | | | | | 433,258 | | | | | | — | | | | | | 1,350,022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,781,391 | | | | | | 3,564,671 | | |
| | | 2021 | | | | | | 850,000 | | | | | | — | | | | | | 1,250,055 | | | | | | — | | | | | | 1,419,000 | | | | | | — | | | | | | 79,162 | | | | | | 3,598,217 | | | |||
| | | 2020 | | | | | | 800,000 | | | | | | 330,000 | | | | | | 1,250,006 | | | | | | — | | | | | | 550,000 | | | | | | — | | | | | | 262,987 | | | | | | 3,192,993 | | | |||
| Greg Revelle(10) Former Senior Executive Vice President, Chief Marketing Officer | | | | | 2022 | | | | | | 303,409 | | | | | | — | | | | | | 1,350,022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,474,288 | | | | | | 5,127,719 | | |
| | | 2021 | | | | | | 895,833 | | | | | | — | | | | | | 1,250,055 | | | | | | — | | | | | | 1,485,000 | | | | | | — | | | | | | 61,507 | | | | | | 3,692,395 | | | |||
| | | 2020 | | | | | | 875,000 | | | | | | 360,937 | | | | | | 1,526,504 | | | | | | — | | | | | | 601,563 | | | | | | — | | | | | | 62,315 | | | | | | 3,426,319 | | |
Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | Change in Earnings(3) | All Other Compen- sation(8) | Total | |||||||||||||||||||||||||||
Kevin Mansell | 2017 | $ | 1,421,483 | — | $ | 5,999,994 | (5) | — | $ | 3,562,500 | — | $ | 355,229 | $ | 11,339,206 | |||||||||||||||||||||
Chairman, President, Chief | 2016 | 1,400,441 | — | 6,000,014 | — | 561,560 | — | 435,643 | 8,397,658 | |||||||||||||||||||||||||||
Executive Officer | 2015 | 1,378,075 | — | 5,999,948 | — | 553,260 | — | 263,466 | 8,194,749 | |||||||||||||||||||||||||||
Michelle Gass | 2017 | $ | 1,224,932 | — | $ | 7,750,028 | (5) | — | $ | 3,500,000 | — | $ | 108,608 | $ | 12,583,568 | |||||||||||||||||||||
Chief Merch & Customer | 2016 | 1,113,750 | — | 1,749,965 | — | 334,950 | — | 96,964 | 3,295,629 | |||||||||||||||||||||||||||
Officer andCEO-elect | 2015 | 1,043,818 | — | 1,749,998 | — | 330,000 | — | 87,638 | 3,211,454 | |||||||||||||||||||||||||||
Sona Chawla | 2017 | $ | 1,154,099 | — | $ | 4,750,021 | (5) | — | $ | 2,700,000 | — | $ | 107,612 | $ | 8,711,732 | |||||||||||||||||||||
Chief Operating Officer and | 2016 | 1,113,750 | — | 1,749,965 | — | 334,950 | — | 84,103 | 3,282,768 | |||||||||||||||||||||||||||
President-elect | 2015 | 187,500 | $ | 1,000,000 | 9,000,014 | — | 55,011 | — | 455,511 | 10,698,036 | ||||||||||||||||||||||||||
Bruce Besanko | 2017 | $ | 506,250 | $ | 250,000 | (4) | $ | 5,749,980 | (4) | — | $ | 1,800,000 | — | $ | 117,671 | $ | 8,423,901 | |||||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||||||||||||||||
Richard Schepp | 2017 | $ | 924,917 | — | $ | 4,750,021 | (5) | — | $ | 1,854,400 | — | $ | 85,973 | $ | 7,615,311 | |||||||||||||||||||||
Chief Administrative Officer | 2016 | 911,250 | — | 1,749,965 | — | 274,050 | — | 89,681 | 3,024,946 | |||||||||||||||||||||||||||
2015 | 880,170 | — | 1,000,044 | — | 270,000 | — | 94,642 | 2,244,856 | ||||||||||||||||||||||||||||
Wesley McDonald(6) | 2017 | $ | 913,500 | (7) | — | — | — | $ | 1,827,000 | — | $ | 94,356 | $ | 2,834,856 | ||||||||||||||||||||||
Former Chief Financial | 2016 | 911,250 | — | 1,749,965 | — | 274,050 | — | 95,693 | 3,030,958 | |||||||||||||||||||||||||||
Officer | 2015 | 881,556 | — | 1,000,044 | — | 270,000 | — | 91,608 | 2,243,208 |
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Amount Reported | Other Possible Amounts | |||||||||||||||
(Target) | Minimum | Threshold | Maximum | |||||||||||||
Kevin Mansell | $ | 3,599,986 | $ | 0 | $ | 1,349,995 | $ | 8,999,964 | ||||||||
Michelle Gass | $ | 4,650,014 | $ | 0 | $ | 1,743,755 | $ | 11,625,035 | ||||||||
Sona Chawla | $ | 1,050,016 | $ | 0 | $ | 393,756 | $ | 2,625,040 | ||||||||
Bruce Besanko | $ | 1,050,000 | $ | 0 | $ | 393,750 | $ | 2,625,001 | ||||||||
Richard Schepp | $ | 1,050,016 | $ | 0 | $ | 393,756 | $ | 2,625,040 |
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Name | Our Contributions to Executive Officer’s Defined Contribution Plan Accounts | Payments Disability Dismemberment | Our Reimbursement of Financial Planning and Tax Advice Expenses | Automobile Expense Allowance | Relocation Reimburse- | Supplemental Health Care Coverage(a) | Utilization of Company- Owned Aircraft(b) | Total | ||||||||||||||||||||||||
Kevin Mansell | $ | 13,500 | $ | 10,700 | $ | 1,250 | $ | 22,878 | — | $ | 50,000 | $ | 256,901 | $ | 355,229 | |||||||||||||||||
Michelle Gass | 13,500 | 14,447 | 9,856 | 20,805 | — | 50,000 | — | 108,608 | ||||||||||||||||||||||||
Sona Chawla | 13,500 | 16,836 | 12,975 | 14,301 | — | 50,000 | — | 107,612 | ||||||||||||||||||||||||
Bruce Besanko | — | 4,853 | — | 8,796 | $ | 54,022 | 50,000 | — | 117,671 | |||||||||||||||||||||||
Richard Schepp | 13,500 | 10,501 | — | 11,972 | — | 50,000 | — | 85,973 | ||||||||||||||||||||||||
Wesley McDonald | 13,500 | 16,637 | 8,256 | 5,963 | — | 50,000 | — | 94,356 |
| 2023 Proxy Statement |Kohl’s Corporation |
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| Executive Compensation | |
| | | | Amount Reported | | | Other Possible Amounts | | ||||||||||||||||||
| NEO | | | (Target) ($) | | | Minimum ($) | | | Threshold ($) | | | Maximum ($) | | ||||||||||||
| Mr. Kingsbury | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Ms. Timm | | | | | 930,016 | | | | | | — | | | | | | 348,756 | | | | | | 2,325,041 | | |
| Mr. Chini | | | | | 810,017 | | | | | | — | | | | | | 303,756 | | | | | | 2,025,042 | | |
| Ms. Mc Feeney | | | | | 360,000 | | | | | | — | | | | | | 135,000 | | | | | | 899,999 | | |
| Ms. Raymond | | | | | 388,777 | | | | | | — | | | | | | 145,791 | | | | | | 971,942 | | |
| Ms. Gass | | | | | 4,530,012 | | | | | | — | | | | | | — | | | | | | — | | |
| Mr. Gaffney | | | | | 810,017 | | | | | | — | | | | | | — | | | | | | — | | |
| Mr. Revelle | | | | | 810,017 | | | | | | — | | | | | | — | | | | | | — | | |
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 Aircraft(b) ($) | | | Post- Employment Contractual Benefits(c) ($) | | | Other ($) | | | Total ($) | | ||||||||||||||||||||||||||||||
Mr. Kingsbury(d) | | | | | — | | | | | | 292 | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 117,751 | | | | | | — | | | | | | 244,576 | | | | | | 412,619 | | |
Ms. Timm | | | | | 9,042 | | | | | | 14,213 | | | | | | — | | | | | | 18,000 | | | | | | — | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 91,255 | | |
Mr. Chini | | | | | 15,250 | | | | | | 15,318 | | | | | | 10,000 | | | | | | 18,000 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 83,568 | | |
Ms. Mc Feeney | | | | | 14,167 | | | | | | 22,493 | | | | | | — | | | | | | 18,000 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 79,660 | | |
Ms. Raymond | | | | | 15,250 | | | | | | 13,757 | | | | | | 420 | | | | | | 18,000 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 72,427 | | |
Ms. Gass | | | | | 14,354 | | | | | | 15,847 | | | | | | 9,690 | | | | | | 15,400 | | | | | | — | | | | | | 50,000 | | | | | | 138,469 | | | | | | — | | | | | | — | | | | | | 243,760 | | |
Mr. Gaffney | | | | | 8,600 | | | | | | 11,206 | | | | | | 6,835 | | | | | | 9,750 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | 1,720,000 | | | | | | — | | | | | | 1,781,391 | | |
Mr. Revelle | | | | | 15,000 | | | | | | 1,518 | | | | | | 187 | | | | | | 6,750 | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | 3,425,833 | | | | | | — | | | | | | 3,474,288 | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 65 | |
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| Executive Compensation | |
Name | Grant Date | Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | All Units(3) | All Other Option Awards: Number of Securities Under- lying Options | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Equity Awards(4) | |||||||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||||||||||||||||||||||
Kevin Mansell | $ | 570,000 | $ | 2,493,750 | $ | 3,562,500 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
03/27/2017 | — | — | — | 33,683 | 89,820 | 224,550 | — | — | — | $ | 3,599,986 | |||||||||||||||||||||||||||||||||
03/27/2017 | — | — | — | — | — | — | 63,898 | — | — | 2,400,009 | ||||||||||||||||||||||||||||||||||
Michelle Gass | $ | 560,000 | $ | 2,450,000 | $ | 3,500,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
03/27/2017 | — | — | — | 9,824 | 26,198 | 65,495 | — | — | — | $ | 1,050,016 | |||||||||||||||||||||||||||||||||
03/27/2017 | — | — | — | — | — | — | 18,637 | — | — | 700,006 | ||||||||||||||||||||||||||||||||||
09/25/2017 | — | — | — | 25,362 | 67,631 | 169,078 | — | — | — | $ | 3,599,998 | (5) | ||||||||||||||||||||||||||||||||
09/25/2017 | — | — | — | — | — | — | 51,937 | — | — | 2,400,009 | (5) | |||||||||||||||||||||||||||||||||
Sona Chawla | $ | 420,000 | $ | 1,950,000 | $ | 2,700,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
03/27/2017 | — | — | — | 9,824 | 26,198 | 65,495 | — | — | — | $ | 1,050,016 | |||||||||||||||||||||||||||||||||
03/27/2017 | — | — | — | — | — | — | 18,637 | — | — | 700,006 | ||||||||||||||||||||||||||||||||||
09/25/2017 | — | — | — | — | — | — | 64,921 | — | — | 2,999,999 | (5) | |||||||||||||||||||||||||||||||||
Bruce Besanko | $ | 270,000 | $ | 1,350,000 | $ | 1,800,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
08/15/2017 | — | — | — | 8,882 | 23,686 | 59,215 | — | — | — | $ | 1,050,000 | (6) | ||||||||||||||||||||||||||||||||
08/15/2017 | — | — | — | — | — | — | 123,262 | — | — | 4,699,981 | (6) | |||||||||||||||||||||||||||||||||
Richard Schepp | $ | 278,160 | $ | 1,390,800 | $ | 1,854,400 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
03/27/2017 | — | — | — | 9,824 | 26,198 | 65,495 | — | — | — | $ | 1,050,016 | |||||||||||||||||||||||||||||||||
03/27/2017 | — | — | — | — | — | — | 18,637 | — | — | 700,006 | ||||||||||||||||||||||||||||||||||
09/25/2017 | — | — | — | — | — | — | 64,921 | — | — | 2,999,999 | ||||||||||||||||||||||||||||||||||
Wesley McDonald(7) | $ | 274,050 | $ | 1,370,250 | $ | 1,827,000 | — | — | — | — | — | — | — |
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | 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) | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 05/11/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | 3,108 | | | | | | — | | | | | | — | | | | | | 144,988 | | | ||
| | | 01/13/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,940 | | | | | | — | | | | | | — | | | | | | 3,775,000 | | | ||
Ms. Timm | | | | | | | | | | | 292,500 | | | | | | 1,170,000 | | | | | | 1,755,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,920 | | | | | | 13,121 | | | | | | 32,803 | | | | | | — | | | | | | — | | | | | | — | | | | | | 930,016 | | | ||
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,166 | | | | | | — | | | | | | — | | | | | | 620,024 | | | ||
Mr. Chini | | | | | | | | | | | 212,438 | | | | | | 849,750 | | | | | | 1,274,625 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,286 | | | | | | 11,428 | | | | | | 28,570 | | | | | | — | | | | | | — | | | | | | — | | | | | | 810,017 | | | ||
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,854 | | | | | | — | | | | | | — | | | | | | 540,005 | | | ||
Ms. Mc Feeney(6) | | | | | | | | | | | 148,832 | | | | | | 595,329 | | | | | | 892,993 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 02/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,372 | | | | | | — | | | | | | — | | | | | | 499,976 | | | ||
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,905 | | | | | | 5,079 | | | | | | 12,698 | | | | | | — | | | | | | — | | | | | | — | | | | | | 360,000 | | | ||
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,935 | | | | | | — | | | | | | — | | | | | | 239,996 | | | ||
| | | 08/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60,496 | | | | | | — | | | | | | — | | | | | | 1,999,998 | | | ||
Ms. Raymond(7) | | | | | | | | | | | 147,721 | | | | | | 590,885 | | | | | | 886,327 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,057 | | | | | | 5,485 | | | | | | 13,713 | | | | | | — | | | | | | — | | | | | | — | | | | | | 388,777 | | | ||
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,250 | | | | | | — | | | | | | — | | | | | | 259,208 | | | ||
| | | 09/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,735 | | | | | | — | | | | | | — | | | | | | 2,000,000 | | | ||
Ms. Gass(8) | | | | | | | | | | | 645,313 | | | | | | 2,581,250 | | | | | | 3,871,875 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,967 | | | | | | 63,911 | | | | | | 159,778 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,530,012 | | | ||
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,516 | | | | | | — | | | | | | — | | | | | | 3,019,981 | | | ||
Mr. Gaffney(9) | | | | | | | | | | | 247,500 | | | | | | 990,000 | | | | | | 1,485,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,286 | | | | | | 11,428 | | | | | | 28,570 | | | | | | — | | | | | | — | | | | | | — | | | | | | 810,017 | | | ||
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,854 | | | | | | — | | | | | | — | | | | | | 540,005 | | | ||
Mr. Revelle(10) | | | | | | | | | | | 236,500 | | | | | | 946,000 | | | | | | 1,419,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,286 | | | | | | 11,428 | | | | | | 28,570 | | | | | | — | | | | | | — | | | | | | — | | | | | | 810,017 | | | ||
| | | 03/28/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,854 | | | | | | — | | | | | | — | | | | | | 540,005 | | |
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| Executive Compensation | |
Grants in the table above were made pursuant to either our 2010 Long-Term Compensation Plan or
Employment Agreements
the term of each agreement, other than Mr. Mansell’s agreement and Mr. McDonald’s retirement letter agreement described in the section captioned “Potential Payments Upon Termination or ChangeRevelle, both of Control” beginning on page 57, is three years,which included:
each executive shall receive an
Gaffney. These agreements do not have a term, but provide that the executives may be entitled to certain payments and other benefits upon termination of
| Kohl’s Corporation| 2023 Proxy Statement | | | 67 | |
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| Executive Compensation | |
Option Awards | Stock Awards(1) | |||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options | Option Price | Option Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards | |||||||||||||||||||||||||||
Exercisable | Unexercisable | Number Vested | Market Vested(2) | |||||||||||||||||||||||||||||
Kevin Mansell | 92,600 | $ | 50.39 | 02/13/2018 | 17,709 | (3) | $ | 1,123,990 | 11,761 | (6) | $ | 746,471 | ||||||||||||||||||||
192,572 | $ | 52.80 | 03/28/2018 | 41,944 | (4) | $ | 2,662,186 | 83,673 | (7) | $ | 5,310,725 | |||||||||||||||||||||
239,907 | $ | 48.48 | 03/26/2019 | 66,360 | (5) | $ | 4,211,869 | 233,200 | (8) | $ | 14,801,204 | |||||||||||||||||||||
Michelle Gass | 5,165 | (3) | $ | 327,823 | 3,431 | (6) | $ | 217,766 | ||||||||||||||||||||||||
12,234 | (4) | $ | 776,492 | 24,405 | (7) | $ | 1,548,985 | |||||||||||||||||||||||||
19,355 | (5) | $ | 1,228,462 | 238,846 | (8) | $ | 15,159,619 | |||||||||||||||||||||||||
52,475 | (9) | $ | 3,330,588 | |||||||||||||||||||||||||||||
Sona Chawla | 95,407 | (10) | $ | 6,055,482 | 5,782 | (6) | $ | 366,984 | ||||||||||||||||||||||||
12,234 | (4) | $ | 776,492 | 24,405 | (7) | $ | 1,548,985 | |||||||||||||||||||||||||
19,355 | (5) | $ | 1,228,462 | 68,018 | (8) | $ | 4,317,102 | |||||||||||||||||||||||||
65,594 | (11) | $ | 4,163,251 | |||||||||||||||||||||||||||||
Bruce Besanko | 107,286 | (12) | $ | 6,809,442 | 60,560 | (8) | $ | 3,843,743 | ||||||||||||||||||||||||
18,775 | (13) | $ | 1,191,649 | |||||||||||||||||||||||||||||
Richard Schepp | 42,840 | $ | 48.48 | 03/26/2019 | 4,800 | (15) | $ | 304,656 | 1,961 | (6) | $ | 124,465 | ||||||||||||||||||||
20,480 | 5,121 | (14) | $ | 45.54 | 04/01/2020 | 2,953 | (3) | $ | 187,427 | 24,405 | (7) | $ | 1,548,985 | |||||||||||||||||||
12,234 | (4) | $ | 776,492 | 68,018 | (8) | $ | 4,317,102 | |||||||||||||||||||||||||
19,355 | (5) | $ | 1,228,462 | |||||||||||||||||||||||||||||
65,594 | (16) | $ | 4,163,251 | |||||||||||||||||||||||||||||
Wesley McDonald(17) | 20,000 | $ | 60.17 | 08/04/2018 | 1,961 | (6) | $ | 124,465 | ||||||||||||||||||||||||
5,121 | (14) | $ | 45.54 | 07/01/2019 | 24,405 | (7) | $ | 1,548,985 |
| | | | Stock Awards and Units(1) | | | Equity Incentive Plan Awards(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 | | | | | 3,269 | | | | | | 100% | | | | May 10, 2023(4) | | | | | 102,941 | | | | | | | | | | | | | | | | | | | | |
| | | 130,940 | | | | | | 100% | | | | January 13, 2024 | | | | | 4,123,301 | | | | | | | | | | | | | | | | | | | | | |||
| Ms. Timm | | | | | 1,179 | | | | | | 20% | | | | March 26, 2023 | | | | | 37,127 | | | | | | 85,561 | | | | February 28, 2023 | | | 2020-2022 | | | | | 2,694,316(5) | | |
| | | 3,305 | | | | | | 20% | | | | May 15, 2023 | | | | | 104,074 | | | | | | 12,181 | | | | March 2024 | | | 2021-2023 | | | | | 383,580(6) | | | |||
| | | 1,140 | | | | | | 25% | | | | March 25, 2023 | | | | | 35,899 | | | | | | 5,174 | | | | March 2025 | | | 2022-2024 | | | | | 162,929(7) | | | |||
| | | 28,299 | | | | | | 20% | | | | December 13, 2023, 2024 | | | | | 891,136 | | | | | | | | | | | | | | | | | | | | | |||
| | | 15,382 | | | | | | 25% | | | | March 27, 2023, 2024 | | | | | 484,379 | | | | | | | | | | | | | | | | | | | | | |||
| | | 6,982 | | | | | | 25% | | | | March 29, 2023, 2024, 2025 | | | | | 219,863 | | | | | | | | | | | | | | | | | | | | | |||
| | | 10,690 | | | | | | 25% | | | | March 28, 2023, 2024, 2025, 2026 | | | | | 336,628 | | | | | | | | | | | | | | | | | | | | | |||
| Mr. Chini | | | | | 2,158 | | | | | | 25% | | | | March 25, 2023 | | | | | 67,955 | | | | | | 85,561 | | | | February 28, 2023 | | | 2020-2022 | | | | | 2,694,316(5) | | |
| | | 15,382 | | | | | | 25% | | | | March 27, 2023, 2024 | | | | | 484,379 | | | | | | 12,181 | | | | March 2024 | | | 2021-2023 | | | | | 383,580(6) | | | |||
| | | 6,982 | | | | | | 25% | | | | March 29, 2023, 2024, 2025 | | | | | 219,863 | | | | | | 4,507 | | | | March 2025 | | | 2022-2024 | | | | | 141,925(7) | | | |||
| | | 9,311 | | | | | | 25% | | | | March 28, 2023, 2024, 2025, 2026 | | | | | 293,203 | | | | | | | | | | | | | | | | | | | | | |||
| Ms. Mc Feeney | | | | | 8,535 | | | | | | 33% | | | | February 14, 2023 | | | | | 268,767 | | | | | | 2,550 | | | | March 2024 | | | 2021-2023 | | | | | 80,300(6) | | |
| | | 8,860 | | | | | | 20% | | | | March 27, 2023, 2024, 2025 | | | | | 279,001 | | | | | | 2,003 | | | | March 2025 | | | 2022-2024 | | | | | 63,074(7) | | | |||
| | | 3,575 | | | | | | 20% | | | | March 29, 2023, 2024, 2025, 2026 | | | | | 112,577 | | | | | | | | | | | | | | | | | | | | | |||
| | | 8,876 | | | | | | 20% | | | | February 15, 2023, 2024, 2025, 2026, 2027 | | | | | 279,505 | | | | | | | | | | | | | | | | | | | | | |||
| | | 4,138 | | | | | | 25% | | | | March 28, 2023, 2024, 2025, 2026 | | | | | 130,306 | | | | | | | | | | | | | | | | | | | | | |||
| | | 62,801 | | | | | | 20% | | | | August 15, 2023, 2024, 2025, 2026, 2027 | | | | | 1,977,603 | | | | | | | | | | | | | | | | | | | | | |||
| Ms. Raymond | | | | | 1,041 | | | | | | 20% | | | | March 26, 2023 | | | | | 32,781 | | | | | | 24,906 | | | | February 28, 2023 | | | 2020-2022 | | | | | 784,290(5) | | |
| | | 1,877 | | | | | | 20% | | | | March 25, 2023, 2024 | | | | | 59,107 | | | | | | 6,139 | | | | March 2024 | | | 2021-2023 | | | | | 193,317(6) | | | |||
| | | 27,557 | | | | | | 20% | | | | March 13, 2023, 2024, 2025 | | | | | 867,770 | | | | | | 2,163 | | | | March 2025 | | | 2022-2024 | | | | | 68,113(7) | | | |||
| | | 11,076 | | | | | | 20% | | | | March 27, 2023, 2024, 2025 | | | | | 348,783 | | | | | | | | | | | | | | | | | | | | | |||
| | | 4,577 | | | | | | 25% | | | | July 15, 2023, 2024 | | | | | 144,130 | | | | | | | | | | | | | | | | | | | | | |||
| | | 3,520 | | | | | | 25% | | | | March 29, 2023, 2024, 2025 | | | | | 110,845 | | | | | | | | | | | | | | | | | | | | | |||
| | | 4,470 | | | | | | 25% | | | | March 28, 2023, 2024, 2025, 2026 | | | | | 140,760 | | | | | | | | | | | | | | | | | | | | | |||
| | | 71,117 | | | | | | 20% | | | | September 15, 2023, 2024, 2025, 2026, 2027 | | | | | 2,239,474 | | | | | | | | | | | | | | | | | | | | |
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Kevin Mansell Michelle Gass Sona Chawla Bruce Besanko Richard Schepp Wesley McDonald(1)2017 Option Awards Stock Awards Name Number of
Shares
Acquired
on
Exercise
(#) Value
Realized
on
Exercise
($) Number of
Shares
Acquired
on Vesting
(#) Value
Realized
on Vesting
($) — — 92,178 $ 4,010,968 — — 66,185 2,700,674 — — 51,114 2,475,224 — — — — — — 21,830 906,432 31,188 $ 138,484 22,590 890,809 (2) (1)Mr. McDonald retired as our Chief Financial Officer effective as of April 28, 2017. Pursuant to the Securities and Exchange Commission’s rules, Mr. McDonald is still considered a named executive officer for purposes of this table.
2022(2)Includes 7,568 shares with a value realized on vesting of $292,652 which vested on July 1, 2017 per the terms of Mr. McDonald’s Amended Employment Agreement dated November 9, 2016.
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||||||||
| Mr. Kingsbury(1) | | | | | — | | | | | | — | | | | | | 2,284 | | | | | | 112,826 | | |
| Ms. Timm | | | | | — | | | | | | — | | | | | | 32,197 | | | | | | 1,437,509 | | |
| Mr. Chini | | | | | — | | | | | | — | | | | | | 12,801 | | | | | | 744,324 | | |
| Ms. Mc Feeney | | | | | — | | | | | | — | | | | | | 11,709 | | | | | | 698,056 | | |
| Ms. Raymond | | | | | — | | | | | | — | | | | | | 17,375 | | | | | | 926,642 | | |
| Ms. Gass | | | | | — | | | | | | — | | | | | | 80,428 | | | | | | 4,942,557 | | |
| Mr. Gaffney(2) | | | | | — | | | | | | — | | | | | | 48,971 | | | | | | 1,748,993 | | |
| Mr. Revelle(3) | | | | | — | | | | | | — | | | | | | 66,536 | | | | | | 3,062,017 | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 69 | |
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| Executive Compensation | |
Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate at Last Fiscal | |||||||||||||||
Kevin Mansell | — | — | $ | 888,080 | — | $ | 4,291,925 | |||||||||||||
Michelle Gass | — | — | — | — | — | |||||||||||||||
Sona Chawla | — | — | — | — | — | |||||||||||||||
Bruce Besanko | $ | 18,000 | — | $ | 1,130 | — | $ | 19,130 | ||||||||||||
Richard Schepp | $ | 416,213 | — | $ | 540,845 | — | $ | 4,929,812 | ||||||||||||
Wesley McDonald | — | — | $ | 68,289 | $ | 1,598,221 | $ | 358,583 |
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| Name | | | Executive Contributions in Last FY(1) ($) | | | Registrant Contributions in Last FY ($) | | | Aggregate Earnings in Last FY(1) ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last Fiscal Year End(2) ($) | | |||||||||||||||
| Mr. Kingsbury | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Ms. Timm | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Mr. Chini | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Ms. Mc Feeney | | | | | 104,204 | | | | | | — | | | | | | (3,746) | | | | | | — | | | | | | 154,492 | | |
| Ms. Raymond | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Ms. Gass | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Mr. Gaffney | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Mr. Revelle | | | | | — | | | | | | — | | | | | | (50,012) | | | | | | (105,877) | | | | | | 807,978 | | |
Mr. Mansell
Benefits Under Employment Agreement
We are
If his employment terminates while he is CEO other than due to his death or disability, he will not receive any severance payments;
If his employment is terminated uponfor any reason (other than as described below), he shall immediately forfeit his death or disability during his service as CEO:
he or his estate is entitled to a pro rata bonus for the current fiscal year;
he or his estate is entitled to a severance payment in the amount of one half of his then annual base salary, payable over one year inrestricted stock unit award. In the event of his death and over six months in the event of his disability; and
he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or the eligible dependents in the event of his death) reimburses us for all premiums paid for such retiree health insurance benefits.
When Mr. Mansell’s employmentor disability while serving as CEO terminates (sinceor a director, he will not be appointed non-executive Chairman), as long as Mr. Mansell has served as CEO until the desired date determined by the Board (the “Mansell Transition Date”), Mr. Mansell will receive the following benefits undershall continue to vest in his employment agreement. However, the following benefits do not apply if we terminate his employment for Cause or if he resigns as CEO prior to the Mansell Transition Date. His employment agreement provides:
he is entitled to a pro rata bonus for the current fiscal year;
to the extent unvested, accelerated vesting of all of his outstanding restricted stock awards;
to the extent unvested, continued vesting of all of his outstanding performance share unit awards; and
he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or the eligible dependents in the event of his death) reimburses us for all premiums paid for such retiree health insurance benefits.
Mr. Mansell’s amended and restated employment agreement does not provide any tax gross ups.
Following his termination of employment as CEO, Mr. Mansell will be prohibited from competing with us for a period of two years.
In all cases, our obligation to pay the benefits described above is contingent upon Mr. Mansell’s execution of a general release of claims against us.
Accelerated Vesting of Equity Awards
As described above, certain provisions in Mr. Mansell’s employment agreement allow for acceleration or continued vesting of equity awards upon certain terminations of employment. The award agreements applicable to Mr. Mansell’s outstanding restricted stock provide for accelerated vestingaward. Further, in the event of a terminationchange of employment due to death and award agreements applicable to time-vestedcontrol, his restricted stock awards granted in 2015, 2016, and 2017 provide forunits will vest on an accelerated vesting inbasis only if, within six months before or twelve months following the eventchange of a termination ofcontrol, he (i) terminates employment due to disability. Other provisions in such award agreements relating to acceleration or continued vesting in the event of other terminations of employment are no longer controlling and the terms of Mr. Mansell’s employment agreement control in such cases. Pursuant to the terms of our performance share unit award agreements, upon a termination of Mr. Mansell’s employmentservice due to a disability, hemandatory relocation of more than fifty miles from his principal work location or a material reduction in the executive’ s title or organizational reporting level, or his base salary (“good reason”) and no longer serves as either CEO or a director or (ii) is terminated without cause and no longer serves as either CEO or a director. Additionally, if his restricted stock unit award is not assumed by the acquiring or surviving company upon a change of control it will vest in the actual number of performance share units that are earned at the end of the performance period. In addition, if Mr. Mansell’s employment terminates due to his death, such performance share units shall vest at the target amount.
Non-Contractual Benefit Upon Retirement
In addition to his contractual benefits, upon his retirement, Mr. Mansell will be entitled to participate for his lifetime in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.
immediately.
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Kingsbury
Based on Mr. Mansell’s amended and restated employment agreement, there are no special provisions related to the accelerated vesting of outstanding equity awards he holds The amounts shown in the eventfollowing table also assume that in a change of a “change of control,” except to the extent that an acquiring or surviving company would not assumehave assumed the outstanding equity awards granted underawards.
| Potential Payments to Mr. Kingsbury | | | 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 ($) | | ||||||||||||||||||
| Value of Accelerated Restricted Stock | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Value of Accelerated Restricted Stock Units Units(1) | | | | | — | | | | | | — | | | | | | — | | | | | | 4,123,301 | | | | | | 4,123,301 | | | | | | 4,123,301 | | |
| Total | | | | | — | | | | | | — | | | | | | — | | | | | | 4,123,301 | | | | | | 4,123,301 | | | | | | 4,123,301 | | |
Termination Prior to Mansell Transition Date | Termination Date(1) | Termination Due to Disability Prior to Mansell Transition Date | Termination Due to Death Prior to Mansell Transition Date | |||||||||||||
Severance Payment — Salary Continuation | — | — | $ | 712,500 | $ | 712,500 | ||||||||||
Severance Payment — Bonus Payments | — | — | — | — | ||||||||||||
Pro Rated Bonus(2) | — | $ | 3,562,500 | $ | 551,967 | $ | 551,967 | |||||||||
Value of Accelerated Restricted Stock(3) | — | $ | 7,997,925 | $ | 7,997,925 | $ | 7,997,925 | |||||||||
Value of Accelerated Performance Share Units(4) | — | $ | 20,858,336 | $ | 20,858,336 | $ | 14,331,989 | |||||||||
TOTAL | — | $ | 32,418,761 | $ | 30,120,728 | $ | 23,594,381 |
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Ms. Gass
Employment Agreement
Ms. Gass is party to an amended and restated employment agreement which providessubstantially identical executive compensation agreements that provide the following payments and other benefits upon hera termination of employment or upon a change of control of Kohl’s:
TERMINATION FOR CAUSE OR RESIGNATION
she■
she or her estate is entitled to receive severance in the amount of one half of her then annual base salary, payable over one year in the event of her death, and over six months in the event of her disability; and
she and her spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided she (or her eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits.
If she terminates employment as a result of a material reduction in her job status or scope of responsibilities (i.e., for “good reason”), or if we terminate her employment involuntarily without cause during the term of the employment agreement (generally, three years) and the termination is not in connection with a “change of control” (as defined in the agreement), she will be entitled to:
a pro rata bonus for the current fiscal year, determined based on the basis of theKohl’s actual performance of Kohl’s at the end of that year, payable at the same time as other executives receive their bonus for that year;
a
an amount equal to her aggregateof one half of the executive’s then annual base salary, forpayable over six months in the remaining term of her agreement, but not more than 2.9 years; plus
an amount equal to the averageevent of the bonus awards made to her under our annual incentive compensation plan over the prior three fiscal years;
she and her spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided she (or the
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outplacement services of up to $20,000.
If, within the three months precedingexecutive’s disability or one year followingin the event of the executive’s death.
| Kohl’s Corporation| 2023 Proxy Statement | | | 71 | |
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■
an amount equal to her aggregate
she and the her spouse and eligible dependents shall be provided post-retirementpost-termination health care coverage under our health insurance plan if the executive (and the executive’s spouse and supplemental executive medical plan, provided she (or her eligible dependentsdependents) is eligible for, and timely elects to participate in, the event of death) reimburses us for all premiums paid for such retireeKohl’s group health insurance benefits;plan pursuant to COBRA, and
Ms. Gass’
Following her termination, sheIn all cases, our obligation to pay severance under the executive compensation agreements is contingent upon the executive’s execution of a general release of claims against us. In addition, the executive will be prohibited from competing with usKohl’s for a period of one year.
In accordance with Section 409A of the Internal Revenue Code of 1986, as amended, certain payments under the employment agreement areexecutive compensation agreements may not be payable until the six-month anniversary of the date of termination. As is the case with all of our executive compensation agreements, neither executive compensation agreement provides a termination.
In all cases, our obligation to pay severance is contingent upon her execution of a general release of claims against us.
Accelerated Vesting of Equity Awards
For time-vested
| 72 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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In addition, for any time-vested restricted stock awarded to Ms. Gass, if sheRaymond terminates employment for “good reason” or if we terminate herthe executive’s employment without cause, duringany restricted stock awarded before the termdate of her employmentthe executive’s executive compensation agreement the restricted stock that would have vested during the three-yearone-year period following termination will vest immediately.
Pursuantvest immediately (except for restricted stock units granted to Mses. Mc Feeney and Raymond prior to the termsdate of our performance share unit awardtheir promotions and entry into their current executive compensation agreements, upon termination of Ms. Gass’which will only vest to the extent they would vest within one year following termination).
| Kohl’s Corporation| 2023 Proxy Statement | | | 73 | |
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Non-Contractual Benefit Upon Retirement
the cash award.
Timm
| 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 | | | | | — | | | | | | — | | | | | | 1,800,000 | | | | | | 3,332,667 | | | | | | 450,000 | | | | | | 450,000 | | |
| Pro Rated Bonus(1) | | | | | — | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | 0 | | |
| Health Care Continuation | | | | | — | | | | | | — | | | | | | 31,075 | | | | | | 31,075 | | | | | | — | | | | | | — | | |
| Outplacement | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 20,000 | | | | | | — | | | | | | — | | |
| Value of Accelerated Restricted Stock and Restricted Stock Units(2) | | | | | — | | | | | | — | | | | | | 1,867,483 | | | | | | 2,109,106 | | | | | | 2,109,106 | | | | | | 2,109,106 | | |
| Value of Accelerated Performance Share Units(3) | | | | | — | | | | | | — | | | | | | — | | | | | | 2,165,252 | | | | | | 3,240,864 | | | | | | 2,165,252 | | |
| Acceleration of Cash Award | | | | | | | | | | | | | | | | | 450,000 | | | | | | 450,000 | | | | | | 900,000 | | | | | | 900,000 | | |
| Total | | | | | — | | | | | | — | | | | | | 4,168,558 | | | | | | 8,108,100 | | | | | | 6,699,970 | | | | | | 5,624,358 | | |
Voluntary Termination by Executive | Involuntary Termination by Kohl’s With Cause | Termination by by Kohl’s | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following Change of Control) | Termination due to Disability | Death | |||||||||||||||||||
Severance Payment — Salary Continuation | — | — | $ | 4,060,000 | $ | 4,060,000 | $ | 700,000 | $ | |||||||||||||||
Severance Payment — Bonus Payments | — | — | $ | 314,910 | $ | 913,239 | — | — | ||||||||||||||||
Pro Rated Bonus(1) | — | — | $ | 3,500,000 | $ | 314,910 | $ | 314,910 | $ | |||||||||||||||
Outplacement | — | — | $ | 20,000 | $ | 20,000 | — | — | ||||||||||||||||
Value of Accelerated Restricted Stock(2) | — | — | $ | 4,523,510 | $ | 5,663,265 | $ | 5,663,265 | $ | 5,663,26 | ||||||||||||||
Value of Accelerated Performance Share Units(3) | — | — | — | $ | 8,480,124 | $ | 16,926,221 | $ | 8,480,12 | |||||||||||||||
TOTAL | — | — | $ | 12,418,420 | $ | 19,451,538 | $ | 23,604,396 | $ | 15,158,2 |
| | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Executive Compensation | |
shares subject to the same vesting restrictions as the original award. Here, the value of restricted stock units that would accelerate includes dividend equivalents payable in additional shares that would be earned upon settlement of the grant based on dividend activity between the date of grant and January 28, 2023. (3) The value of performance share units that would accelerate is illustrated at target for (i) death or (ii) following a change of control, termination by the executive for good reason or involuntary termination by Kohl’s without cause. In the case of termination due to disability, the actual award |
Ms. Chawla
Employment Agreement
Ms. Chawla is party to an amended and restated employment agreement which provides the following payments and other benefits upon her termination of employment or upon a change of control of Kohl’s:
If her employment is terminated by us for cause, due to our non-renewal of her employment agreement, or if she voluntarily resigns prior to October 1, 2019, she will not receive any severance payments;
If her employment is terminated either upon death or disability:
she or her estate is entitled to receive a pro rata bonus for the current fiscal year;
she or her estate is entitled to receive severance in the amount of one half of her then annual base salary, payable over one year in the event of her death, and over six months in the event of her disability; and
she and her spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided she (or her eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits.
If she terminates employment as a result of a material reduction in her job status or scope of responsibilities (i.e., for “good reason”), or if we terminate her employment involuntarily without cause during the term of the employment agreement (generally, three years) and the termination is not in connection with a “change of control” (as defined in the agreement), she will be entitled to:
a pro rata bonus for the current fiscal year, determined on the basis of the actual performance of Kohl’s at the end of that year, payable at the same time as other executives receive their bonus for that year;
a severance payment equal to the sum of:
an amount equal to her aggregate base salary for the remaining term of her agreement, but not more than 2.9 years; plus
an amount equal to the average of the bonus awards made to her under our annual incentive compensation plan over the prior three fiscal years;
she and her spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided she (or her eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits; and
outplacement services of up to $20,000.
If, within the three months preceding or one year following a “change of control” of Kohl’s (as defined in the agreement) Ms. Chawla’s employment is terminated by us without cause during the term of the agreement or by her for “good reason,” she will be entitled to the following severance benefits:
a pro rata bonus for the current fiscal year, determined on the basis of the average award made to her over the prior three fiscal years and paid at the same time as other executives receive their bonus for that year;
a severance payment equal to the sum of:
an amount equal to her aggregate base salary for the remaining term of her agreement, but not more than 2.9 years; plus
an amount equal to the average of the bonus awards made to her under our annual incentive compensation plan over the prior three fiscal years, multiplied by the number of years remaining in the term of her agreement, but not more than 2.9 years;
she and her spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided she (or her eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits;
outplacement services of up to $20,000; and
If Ms. Chawla voluntarily resigns after October 1, 2019, she will be entitled to the following severance benefits:
a payment equal to the amount of her base salary for one year;
if her termination is effective in the third or fourth quarter, a full bonus for the fiscal year of termination, determined on the basis of the actual performance of Kohl’s at the end of that fiscal year, payable at the same time as other executives receive their bonus for that fiscal year;
she and her spouse and eligible dependents shall be provided termination health care coverage under our health insurance plan and supplemental executive medical plan, provided she (or her eligible dependents in the event of death) reimburses us for all premiums paid for such health insurance benefits;
accelerated vesting of all unvested restricted shares; and
her termination would be treated as a “retirement” entitling her to vest in performance share units as described below.
Her employment agreement does not provide a tax gross up.
Following her termination, she will be prohibited from competing with us for a period of one year.
In accordance with Section 409A of the Internal Revenue Code of 1986, as amended, certain payments under the employment agreement are not payable until the six-month anniversary of the date of a termination.
In all cases, our obligation to pay severance is contingent upon her execution of a general release of claims against us.
Accelerated Vesting of Equity Awards
For time-vested restricted stock awarded to Ms. Chawla, under the terms of our 2010 Long-Term Compensation Plan and 2017 Long-Term Compensation Plan, upon a “change of control,” the vesting of such awards is accelerated only if the executive terminates employment, within six months prior to or twelve months following a “change of control,” as a result of her termination for “good reason” or if her employment is
terminated without cause. This is true if the awards are assumed by the acquiring or surviving company at the time of the “change of control.” If the awards are not assumed by the acquiring or surviving company upon a “change of control,” then the awards accelerate vesting at the time of the “change of control.” Under the same Plan, upon a “change of control,” all performance share unit awards shall continue to be subject to any time-based vesting schedule, but any related performance vesting criteria will be deemed to have been satisfied at the target level. Again, this is true if the performance share unit awards are assumed by the acquiring or surviving company. If Ms. Chawla terminates employment as described above within six months prior to or twelve months following a “change of control” or if the performance share unit awards are not assumed by the acquiring or surviving company at the time of the “change of control,” then all such outstanding awards shall immediately vest.
In addition, for any time-vested restricted stock awarded to Ms. Chawla, if she terminates employment for “good reason” or if we terminate her employment without cause during the term of her employment agreement, the restricted stock that would have vested during the three-year period following termination of her employment will vest.
Pursuant to the terms of our performance share unit award agreements, upon termination of Ms. Chawla’s employment due to a disability, she will vest in the actual number of performance share units that are earned at the end of the performance period. In addition, upon a termination of her employment by reason of retirement (which would include a voluntary termination by Ms. Chawla after October 1, 2019, but otherwise would need to be approved as a retirement by the Committee in its discretion at the time of such retirement), Ms. Chawla would vest in a prorated portion of the actual number of performance share units that are earned at the end of the performance period based onwould be payable. Here, the payout shown in the disability column reflects the number of months she was employed duringshares earned based on actual payout for the 2020 award and target and threshold performance period. If her employment is terminated upon her death, such performance share units shall vest atfor the target amount. Upon her death while employed by us or her termination due to disability, all outstanding restricted stock would immediately vest.
Non-Contractual Benefit Upon Retirement
2021 and 2022 awards, respectively. In addition, to Ms. Chawla’s contractual benefits, upon her retirement, she will be entitled to participate for her lifetime in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.
Potential Benefit Summary — Ms. Chawla
The following table shows the potential payments to Ms. Chawla upon termination of her employment. Other parameters of the potential benefit summary are identical to those described above for Ms. Gass.
Voluntary Termination by Executive(4) | 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 Change of Control) | Termination due to Disability | Death | |||||||||||||||||||
Severance Payment — Salary Continuation | — | — | $ | 3,480,000 | $ | 3,480,000 | $ | 600,000 | $ | 600,000 | ||||||||||||||
Severance Payment — Bonus Payments | — | — | $ | 129,987 | $ | 376,962 | — | — | ||||||||||||||||
Pro Rated Bonus(1) | — | — | $ | 2,700,000 | $ | 129,987 | $ | 129,987 | $ | 129,987 | ||||||||||||||
Outplacement | — | — | $ | 20,000 | $ | 20,000 | — | — | ||||||||||||||||
Value of Accelerated Restricted Stock(2) | — | — | $ | 11,916,450 | $ | 12,223,564 | $ | 12,223,564 | $ | 12,223,564 | ||||||||||||||
Value of Accelerated Performance Share Units(3) | — | — | — | $ | 4,737,759 | $ | 6,233,000 | $ | 4,737,759 | |||||||||||||||
TOTAL | — | — | $ | 18,246,437 | $ | 20,968,272 | $ | 19,186,550 | $ | 17,691,310 |
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Mr. Schepp
Employment Agreement
Mr. Schepp is party to an amended and restated employment agreement which provides the following payments and other benefits upon his termination of employment or upon a change of control of Kohl’s:
If his employment is terminated by us for cause, due to our non-renewal of an employment agreement, or if he voluntarily resigns prior to October 1, 2018, he will not receive any severance payments;
If his employment is terminated either upon death or disability:
he or his estate is entitled to receive a pro rata bonus for the current fiscal year;
he or his estate is entitled to receive severance in the amount of one half of his then annual base salary, payable over one year in the event of his death, and over six months in the event of his disability;
he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits; and
all of his unvested stock options shall immediately vest if the termination is a result of his death.
If he terminates employment as a result of a material reduction in his job status or scope of responsibilities (i.e., for “good reason”), or if we terminate his employment involuntarily without cause during the term of the employment agreement (generally, three years) and the termination is not in connection with a “change of control” (as defined in the agreement), he will be entitled to:
a pro rata bonus for the current fiscal year, determined on the basis of the actual performance of Kohl’s at the end of that year, payable at the same time as other executives receive their bonus for that year;
a severance payment equal to the sum of:
an amount equal to his aggregate base salary for the remaining term of his agreement, but not more than 2.9 years; plus
an amount equal to the average of the bonus awards made to him under our annual incentive compensation plan over the prior three fiscal years;
he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits;
outplacement services of up to $20,000; and
to the extent unvested, continued vesting of his stock options throughout the remainder of the term of his employment agreement.
If, within the three months preceding or one year following a “change of control” of Kohl’s (as defined in the agreement) Mr. Schepp’s employment is terminated by us without cause during the term of the agreement or by him for “good reason,” he will be entitled to the following severance benefits:
a pro rata bonus for the current fiscal year, determined on the basis of the average award made to him over the prior three fiscal years and paid at the same time as other executives receive their bonus for that year;
a severance payment equal to the sum of:
an amount equal to his aggregate base salary for the remaining term of his agreement, but not more than 2.9 years; plus
an amount equal to the average of the bonus awards made to him under our annual incentive compensation plan over the prior three fiscal years, multiplied by the number of years remaining in the term of his agreement, but not more than 2.9 years;
he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits;
outplacement services of up to $20,000; and
to the extent unvested, accelerated vesting of any outstanding stock options for the remaining term of his agreement.
If Mr. Schepp voluntarily resigns after October 1, 2018, he will be entitled to the following severance benefits:
a payment equal to the amount of his base salary for one year;
if his termination is effective in the third or fourth quarter, a full bonus for the fiscal year of termination, determined on the basis of the actual performance of Kohl’s at the end of that fiscal year, payable at the same time as other executives receive their bonus for that fiscal year;
he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits;
accelerated vesting of all of his unvested restricted shares;
continued vesting of all of his outstanding performance share units; and
his termination would be treated as an “approved early retirement” for purposes of any outstanding stock options he holds at the time of his termination.
Mr. Schepp’s employment agreement does not provide a tax gross up.
Following his termination, he will be prohibited from competing with us for a period of one year.
In accordance with Section 409A of the Internal Revenue Code of 1986, as amended, certain payments under the employment agreement are not payable until the six-month anniversary of the date of a termination.
In all cases, our obligation to pay severance is contingent upon his execution of a general release of claims against us.
Accelerated Vesting of Equity Awards
For stock options and time-vested restricted stock awarded to Mr. Schepp, under the terms of our 2010 Long-Term Compensation Plan and 2017 Long-Term Compensation Plan, upon a “change of control,” the vesting of such awards is accelerated only if he terminates employment, within six months prior to or twelve months following a “change of control,” as a result of the his termination for “good reason” or if his employment is terminated without cause. This is true if the awards are assumed by the acquiring or surviving company at the time of the “change of control.” If the awards are not assumed by the acquiring or surviving company upon a “change of control,” then the awards accelerate vesting at the time of the “change of control.” Under the same Plan, upon a “change of control,” all performance share unit awards shall continue to be subject to any time-based vesting schedule, but any related performance vesting criteria will be deemed to have been satisfied at the target level. Again, this is true if the performance share unit awards are assumed by the acquiring or surviving company. If he terminates employment as described above within six months prior to or twelve months following a “change of control” or if the performance share unit awards are not assumed by the acquiring or surviving company at the time of the “change of control,” then all such outstanding awards shall immediately vest.
In addition, for any restricted stock awarded to Mr. Schepp, if he terminates employment for “good reason” or if we terminate his employment without cause during the term of his employment agreement, the restricted stock that would have vested during the three-year period following termination of his employment will vest.
Pursuant to the terms of our performance share unit award agreements, upon termination of Mr. Schepp’s employment due to a disability, he will vest in the actual number of performance share units that arewould be earned atincludes dividend equivalents equal to what would have been earned on the
end of the performance period. In addition, upon a termination of his employment by reason of retirement (which retirement would need to be approved as a retirement by the Committee in its discretion at the time of such retirement) prior to October 1, 2018, Mr. Schepp would vest in a prorated portion of the actual number of performance share units that are earned at the end of the performance period underlying grant based on dividend activity between the numberdate of months he was employed during the performance period. If his employment is terminated upon his death, such performance share units shall vest at the target amount. Upon his death while employed by us, all outstanding stock optionsgrant and restricted stock would immediately vest and, for restricted stock awards granted to Mr. Schepp after 2013, he would become fully vested upon his termination due to disability. As described above, there are also provisions in Mr. Schepp’s employment agreement that allows for acceleration or continued vesting of stock options upon certain terminations of employment.
Non-Contractual Benefit Upon Retirement
In addition to Mr. Schepp’s contractual benefits, upon his retirement, he will be entitled to participate for his lifetime in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.
January 28, 2023.
Chini
Voluntary Termination by Executive(4) | 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 Change of Control) | Termination due to Disability | Death | |||||||||||||||||||
Severance Payment — Salary Continuation | — | — | $ | 2,688,880 | $ | 2,688,880 | $ | 463,600 | $ | 463,600 | ||||||||||||||
Severance Payment — Bonus Payments | — | — | $ | 237,003 | $ | 687,310 | — | — | ||||||||||||||||
Pro Rated Bonus(1) | — | — | $ | 1,854,400 | $ | 237,003 | $ | 237,003 | $ | 237,003 | ||||||||||||||
Outplacement | — | — | $ | 20,000 | $ | 20,000 | — | — | ||||||||||||||||
Value of Accelerated Restricted Stock(2) | — | — | $ | 5,312,138 | $ | 6,660,050 | $ | 6,355,454 | $ | 6,660,050 | ||||||||||||||
Value of Accelerated Stock Options | — | — | — | $ | 91,820 | — | $ | 91,820 | ||||||||||||||||
Value of Accelerated Performance Share Units(3) | — | — | — | $ | 3,771,423 | $ | 5,990,481 | $ | 3,771,423 | |||||||||||||||
TOTAL | — | — | $ | 10,204,241 | $ | 14,156,486 | $ | 13,046,538 | $ | 11,223,896 |
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Mr. Besanko
Employment Agreement
Mr. Besanko, is party to an employment agreement which provides the following payments and other benefits upon his termination of employment or upon a change of control of Kohl’s:
If his employment is terminated by us for cause, due to our non-renewal of an employment agreement, or if he voluntarily resigns, he will not receive any severance payments;
If his employment is terminated either upon death or disability:
he or his estate is entitled to receive a pro rata bonus for the current fiscal year;
he or his estate is entitled to receive severance in the amount of one half of his then annual base salary, payable over one year in the event of his death, and over six months in the event of his disability; and
he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits.
If he terminates employment as a result of a material reduction in his job status or scope of responsibilities (i.e., for “good reason”), or if we terminate his employment involuntarily without cause during the term of the employment agreement (generally, three years) and the termination is not in connection with a “change of control” (as defined in the agreement), he will be entitled to:
a pro rata bonus for the current fiscal year, determined on the basis of the actual performance of Kohl’s at the end of that year, payable at the same time as other executives receive their bonus for that year;
a severance payment equal to the sum of:
an amount equal to his aggregate base salary for the remaining term of his agreement, but not more than 2.9 years; plus
an amount equal to the average of the bonus awards made to him under our annual incentive compensation plan over the prior three fiscal years;
he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits; and
outplacement services of up to $20,000.
If, within the three months preceding or one year following a “change of control” of Kohl’s (as defined in the agreement) Mr. Besanko’s employment is terminated by us without cause during the term of the
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a pro rata bonus for the current fiscal year, determined on the basis of the average award made to him over the prior three fiscal years and paid at the same time as other executives receive their bonus for that year;
a severance payment equal to the sum of:
an amount equal to his aggregate base salary for the remaining term of his agreement, but not more than 2.9 years; plus
an amount equal to the average of the bonus awards made to him under our annual incentive compensation plan over the prior three fiscal years, multiplied by the number of years remaining in the term of his agreement, but not more than 2.9 years;
he and his spouse and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits; and
outplacement services of up to $20,000.
His employment agreement does not provide a tax gross up.
Following his termination, he will be prohibited from competing with us for a period of one year.
In accordance with Section 409A of the Internal Revenue Code of 1986, as amended, certain payments under the employment agreement are not payable until the six-month anniversary of the date of a termination.
In all cases, our obligation to pay severance is contingent upon his execution of a general release of claims against us.
Accelerated Vesting of Equity Awards
For restricted stock awarded to Mr. Besanko under the terms of our 2017 Long-Term Compensation Plan, upon a “change of control,” the vesting of such awards is accelerated only if he terminates employment within six months prior to or twelve months following a “change of control” as a result of his termination for “good reason” or if his employment is terminated without cause. This is true if the awards are assumed by the acquiring or surviving company at the time of the “change of control.” If the awards are not assumed by the acquiring or surviving company upon a “change of control,” then the awards accelerate vesting at the time of the “change of control.” Under the same Plan, upon a “change of control,” all performance share unit awards shall continue to be subject to any time-based vesting schedule, but any related performance vesting criteria will be deemed to have been satisfied at the target level. Again, this is true if the performance share unit awards are assumed by the acquiring or surviving company. If Mr. Besanko terminates employment as described above within six months prior to or twelve months following a “change of control” or if the performance share unit awards are not assumed by the acquiring or surviving company at the time of the “change of control,” then all such outstanding awards shall immediately vest.
In addition, for any restricted stock awarded to Mr. Besanko, if he terminates employment for “good reason” or if we terminate his employment without cause during the term of his employment agreement, the restricted stock that would have vested during the three-year period following termination of his employment will vest.
Pursuant to the terms of our performance share unit award agreements, upon termination of his employment due to a disability, Mr. Besanko will vest in the actual number of performance share units that are earned at the end of the performance period. In addition, upon a termination of his employment by reason of retirement (which
retirement would need to be approved as a retirement by the Committee in its discretion at the time of such retirement), he would vest in a prorated portion of the actual number of performance share units that are earned at the end of the performance period based on the number of months he was employed during the performance period. If his employment is terminated upon his death, such performance share units shall vest at the target amount. Upon his death while employed by us or his termination due to disability, all outstanding restricted stock would immediately vest.
Non-Contractual Benefit Upon Retirement
In addition to Mr. Besanko’s contractual benefits, upon his retirement, he will be entitled to participate for his lifetime in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.
Potential Benefit Summary — Mr. Besanko
The following table shows the potential payments to Mr. BesankoChini upon termination of his employment. Other parameters of the potential benefit summary are identical to those described above for Ms. Gass.
Voluntary Termination by Executive | Involuntary Termination by Kohl’s With Cause | Termination by by Kohl’s | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following Change of Control) | Termination due to Disability | Death | |||||||||||||||||||
Severance Payment — Salary Continuation | — | — | $ | 2,610,000 | $ | 2,610,000 | $ | 450,000 | $ | 450,000 | ||||||||||||||
Severance Payment — Bonus Payments | — | — | — | — | — | — | ||||||||||||||||||
Pro Rated Bonus(1) | — | — | $ | 1,800,000 | — | — | — | |||||||||||||||||
Outplacement | — | — | $ | 20,000 | $ | 20,000 | — | — | ||||||||||||||||
Value of Accelerated Restricted Stock(2) | — | — | $ | 7,703,129 | $ | 8,001,037 | $ | 8,001,037 | $ | 8,001,037 | ||||||||||||||
Value of Accelerated Performance Share Units(3) | — | — | — | $ | 1,537,478 | $ | 3,843,694 | $ | 1,537,478 | |||||||||||||||
TOTAL | — | — | $ | 12,133,129 | $ | 12,168,515 | $ | 12,294,731 | $ | 9,988,515 |
| Potential Payments to Mr. Chini | | | 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 | | | | | — | | | | | | — | | | | | | 1,545,000 | | | | | | 2,944,750 | | | | | | 386,250 | | | | | | 386,250 | | |
| Pro Rated Bonus(1) | | | | | — | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | 0 | | |
| Health Care Continuation | | | | | — | | | | | | — | | | | | | 25,848 | | | | | $ | 25,848 | | | | | | — | | | | | | — | | |
| Outplacement | | | | | — | | | | | | — | | | | | | 20,000 | | | | | $ | 20,000 | | | | | | — | | | | | | — | | |
| Value of Accelerated Restricted Stock and Restricted Stock Units(2) | | | | | — | | | | | | — | | | | | | 845,538 | | | | | | 1,065,401 | | | | | | 1,065,401 | | | | | | 1,065,401 | | |
| Value of Accelerated Performance Share Units(3) | | | | | — | | | | | | — | | | | | | — | | | | | | 2,109,169 | | | | | | 3,219,833 | | | | | | 2,109,169 | | |
| Total | | | | | — | | | | | | — | | | | | | 2,436,386 | | | | | | 6,165,168 | | | | | | 4,671,484 | | | | | | 3,560,820 | | |
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Kohl’s Corporation| 2023 Proxy Statement |
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| 75 | |
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| Executive Compensation | |
Letter agreement
As previouslyChini’s Transition and Retirement
Mr. McDonald retired from his role as CFO on April 28, 2017 (the “McDonald Transition Date”);
For the period beginning with the McDonald Transition Date and ending July 1, 2018November 15, 2023 (the “Transition Period”), to ensure a smooth transition for the new Chief People Officer of Kohl’s. It is planned that Mr. McDonald continuesChini will retire from Kohl’s on November 15, 2023. For the Transition Period, the terms of Mr. Chini’s outstanding equity awards will continue to be a Kohl’s employee as a Senior Advisor. During thisapply. In addition, if Mr. Chini serves for the entire Transition Period, he continues to earnwill be eligible for the retirement treatment of his former level of salaryoutstanding restricted stock units and benefits. Mr. McDonald remains eligible to participateperformance share units as described above in the section captioned “Accelerated Vesting of Equity Awards” at the end of such Transition Period because he will have met the conditions for retirement treatment with respect to such awards. Although Mr. Chini will not be retirement-eligible for a pro rata bonus as of the end of the transition Period, he will receive a pro rata bonus with respect to the time he will serve in the role of Chief People Officer for Fiscal 2017 Annual Incentive Plan. At2023 (determined based on Kohl’s actual performance at the end of Fiscal 2023 and payable at the same time as other executives receive
All of his restricted shares that were scheduled to vest during the Transition Period vested in connection with his retirement from his CFO role.
If Mr. McDonald continues to beChini remains employed as a Senior Advisor duringthrough the Transition Period, then
he shall receive his current level of salary and benefits during the Transition Period;
his termination at the end of the Transition Period shall be an “approved early retirement” for purposes of his other equity awards; and
Mr. McDonald, his spouse, and eligible dependents shall be provided post-retirement health care coverage under our health insurance plan and supplemental executive medical plan, provided that he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits.
If Mr. McDonald voluntarily terminates employment and ends his service as Senior Advisor before the endduration of the Transition Period, he will ceasebe entitled to receive salary and benefits upon the date of his termination. At such termination, he would forfeit all rightsfollowing benefits:
For the one year period following the end of the Transition Period he is prohibited from competing with us.
Accelerated Vesting of Equity Awards
Various provisions in Mr. McDonald’s equity award agreements providedachieved for Fiscal 2023);
He shall have until the earlier of: (i) the option expiration date or (ii) one year from the end of the Transition Period to exercise his outstanding stock options.
He shall receive his performance share units on the same date such units are payable to other executives, but the amount of his award of performance units shall be prorated based on the number of full months that he was employed between the start of the performance period and the end of the Transition Period.
Non-Contractual Benefit Upon Retirement
In addition to his contractual benefits, upon his retirement, Mr. McDonald will be entitled to participate for his lifetime in our associate merchandise discount program, on such terms and to the extent the program continues to be made available to our senior executives.
Potential Benefit Summary — Mr. McDonald
The following table shows the potential payments to Mr. McDonald in connection with his retirement from CFO on April 28, 2017. The benefits shown below include all benefits paid and payable during the Transition Period. In connection with his retirement from CFO, Mr. McDonald’s restricted stock vested on July 1, 2017. Therefore, we used a $38.67 price to calculate the(estimated value of Mr. McDonald’s restricted$366,482 assuming a stock price equal to $31.49, which was the July 1, 2017January 27, 2023 closing price of our common stock on the New York Stock Exchange. ForExchange), increased for any dividend equivalents credited during the Transition Period; and
Retirement | ||||
Transition Period Salary | $ | 1,071,173 | ||
Transition Period Bonus(1) | $ | 1,827,000 | ||
Value of Accelerated Restricted Stock(2) | $ | 284,054 | ||
Value of Stock Options | $ | 91,280 | ||
Value of Performance Share Units(3) | $ | 1,372,212 | ||
TOTAL | $ | 4,646,259 |
| | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| Potential Payments to Ms. Raymond | | | 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 | | | | | — | | | | | | — | | | | | | 1,340,000 | | | | | | 1,945,596 | | | | | | 335,000 | | | | | | 335,000 | | |
| Pro Rated Bonus(1) | | | | | — | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | 0 | | |
| Health Care Continuation | | | | | — | | | | | | — | | | | | | 25,848 | | | | | | 25,848 | | | | | | — | | | | | | — | | |
| Outplacement | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 20,000 | | | | | | — | | | | | | — | | |
| Value of Accelerated Restricted Stock and Restricted Stock Units(2) | | | | | — | | | | | | — | | | | | | 1,507,930 | | | | | | 3,943,682 | | | | | | 3,943,682 | | | | | | 3,943,682 | | |
| Value of Accelerated Performance Share Units(3) | | | | | — | | | | | | — | | | | | | — | | | | | | 767,065 | | | | | | 1,045,657 | | | | | | 767,065 | | |
| Total | | | | | — | | | | | | — | | | | | | 2,893,778 | | | | | | 6,702,190 | | | | | | 5,324,339 | | | | | | 5,045,747 | | |
Kohl’s Corporation| 2023 Proxy Statement | | | 77 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| Potential Payments to Ms. Mc Feeney | | | 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 | | | | | | 1,724,543 | | | | | | 325,000 | | | | | | 325,000 | | |
| Pro Rated Bonus(1) | | | | | — | | | | | | — | | | | | | 0 | | | | | | — | | | | | | 0 | | | | | | 0 | | |
| Health Care Continuation | | | | | — | | | | | | — | | | | | | 42,080 | | | | | | 42,080 | | | | | | — | | | | | | — | | |
| Outplacement | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 20,000 | | | | | | — | | | | | | — | | |
| Value of Accelerated Restricted Stock and Restricted Stock Units(2) | | | | | — | | | | | | — | | | | | | 1,269,456 | | | | | | 3,047,791 | | | | | | 3,047,791 | | | | | | 3,047,791 | | |
| Value of Accelerated Performance Share Units(3) | | | | | — | | | | | | — | | | | | | — | | | | | | 248,488 | | | | | | 143,370 | | | | | | 248,488 | | |
| Total | | | | | — | | | | | | — | | | | | | 2,631,536 | | | | | | 5,082,902 | | | | | | 3,516,161 | | | | | | 3,621,279 | | |
| 78 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Executive Compensation | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 79 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
In accordance with SEC rules and includingpay ratio
Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, Kohl’s disclosure may not be comparable to the pay ratio disclosure provided by other companies.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3) ($) | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | | | | | |||||||||||||||
| Year(1) | | | Summary Compensation Table Total for First PEO ($) | | | Summary Compensation Table Total for Second PEO ($) | | | Compensation Actually Paid to First PEO(2)(3) ($) | | | Compensation Actually Paid to Second PEO(2)(3) ($) | | | Total Shareholder Return(4) ($) | | | Peer Group Total Shareholder Return(5) ($) | | | Net Income (Loss)(6) ($) | | | Net Sales(6)(7) ($) | | ||||||||||||||||||||||||||||||||||||
| 2022 | | | | | 9,034,094 | | | | | | 4,427,865 | | | | | | (57,026,989)(8) | | | | | | 4,710,588(8) | | | | | | 3,420,060 | | | | | | (3,655,769)(8) | | | | | | 82.19 | | | | | | 123.99 | | | | | | (19) | | | | | | 17,161 | | |
| 2021 | | | | | 12,924,834 | | | | | | — | | | | | | 34,227,502(9) | | | | | | — | | | | | | 4,016,239 | | | | | | 8,475,219(9) | | | | | | 148.59 | | | | | | 149.72 | | | | | | 938 | | | | | | 18,471 | | |
| 2020 | | | | | 12,855,375 | | | | | | — | | | | | | 31,770,487(10) | | | | | | — | | | | | | 3,836,246 | | | | | | 7,644,846(10) | | | | | | 106.88 | | �� | | | | 141.39 | | | | | | (163) | | | | | | 15,031 | | |
| Year | | | First PEO | | | Second PEO | | | Non-PEOs | |
| 2022 | | | Ms. Gass | | | Mr. Kingsbury | | | Ms. Timm, Mr. Chini, Ms. Mc Feeney, Ms. Raymond, Mr. Gaffney, Mr. Revelle | |
| 2021 | | | Ms. Gass | | | N/A | | | Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Gaffney | |
| 2020 | | | Ms. Gass | | | N/A | | | Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Kelroy | |
| 80 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Executive Compensation | |
| Adjustments to Determine 2022 Compensation “Actually Paid” | | | First PEO ($) | | | Second PEO ($) | | | Average Non-PEOs ($) | | |||||||||
| Total Reported in 2022 Summary Compensation Table (SCT) | | | | | 9,034,094 | | | | | | 4,427,865 | | | | | | 3,420,060 | | |
| Less, Grant Date Fair Value of Stock Awards Reported in SCT | | | | | (7,549,993) | | | | | | (3,920,000) | | | | | | (1,891,344) | | |
| Plus, Year-End Fair Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | | | | | — | | | | | | 4,226,216 | | | | | | 972,774 | | |
| Plus, Change in Fair Value as of the end of this year (from the Prior Year-End) of Prior Year Awards That Are Outstanding and Unvested | | | | | — | | | | | | — | | | | | | (2,905,529) | | |
| Plus, Fair Value as of Vesting Date of Awards Granted This Year and That Vested This Year | | | | | — | | | | | | — | | | | | | 67,135 | | |
| Plus, Change in Fair Value as of Vesting Date (from Prior Year-End) of Prior Year Awards That Vested This Year | | | | | 143,079 | | | | | | (23,493) | | | | | | (716,741) | | |
| Less, Prior Year-End Fair Value of Prior Year Awards That Failed to Vest This Year | | | | | (58,654,169) | | | | | | — | | | | | | (2,602,124) | | |
| Total Adjustments | | | | | (66,061,083) | | | | | | 282,723 | | | | | | (7,075,829) | | |
| Actual Compensation Actually Paid for Fiscal Year 2022 | | | | | (57,026,989) | | | | | | 4,710,588 | | | | | | (3,655,769) | | |
| Adjustments to Determine 2021 Compensation “Actually Paid” | | | First PEO ($) | | | Average Non-PEOs ($) | | ||||||
| Total Reported in 2021 Summary Compensation Table (SCT) | | | | | 12,924,834 | | | | | | 4,016,239 | | |
| Less, Grant Date Fair Value of Stock Awards Reported in SCT | | | | | (7,250,011) | | | | | | (1,375,046) | | |
| Plus, Year-End Fair Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | | | | | 14,444,589 | | | | | | 2,739,579 | | |
| Plus, Change in Fair Value as of the end of this year (from the Prior Year-End) of Prior Year Awards That Are Outstanding and Unvested | | | | | 12,179,438 | | | | | | 2,675,545 | | |
| Plus, Fair Value as of Vesting Date of Awards Granted This Year and That Vested This Year | | | | | — | | | | | | — | | |
| Plus, Change in Fair Value as of Vesting Date (from Prior Year-End) of Prior Year Awards That Vested This Year | | | | | 1,928,652 | | | | | | 418,902 | | |
| Less, Prior Year-End Fair Value of Prior Year Awards That Failed to Vest This Year | | | | | — | | | | | | — | | |
| Total Adjustments | | | | | 21,302,668 | | | | | | 4,458,980 | | |
| Actual Compensation Actually Paid for Fiscal Year 2021 | | | | | 34,227,502 | | | | | | 8,475,219 | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 81 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| Adjustments to Determine 2020 Compensation “Actually Paid” | | | First PEO ($) | | | Average Non-PEOs ($) | | ||||||
| Total Reported in 2020 Summary Compensation Table (SCT) | | | | | 12,855,375 | | | | | | 3,836,246 | | |
| Less, Grant Date Fair Value of Stock Awards Reported in SCT | | | | | (8,853,685) | | | | | | (1,962,007) | | |
| Plus, Year-End Fair Value of Awards Granted in Fiscal Year That Are Unvested and Outstanding | | | | | 35,993,323 | | | | | | 7,091,195 | | |
| Plus, Change in Fair Value as of the end of this year (from the Prior Year-End) of Prior Year Awards That Are Outstanding and Unvested | | | | | (6,205,629) | | | | | | (782,823) | | |
| Plus, Fair Value as of Vesting Date of Awards Granted This Year and That Vested This Year | | | | | — | | | | | | — | | |
| Plus, Change in Fair Value as of Vesting Date (from Prior Year-End) of Prior Year Awards That Vested This Year | | | | | (2,018,897) | | | | | | (537,765) | | |
| Less, Prior Year-End Fair Value of Prior Year Awards That Failed to Vest This Year | | | | | — | | | | | | — | | |
| Total Adjustments | | | | | 18,915,112 | | | | | | 3,808,600 | | |
| Actual Compensation Actually Paid for Fiscal Year 2020 | | | | | 31,770,487 | | | | | | 7,644,846 | | |
| 82 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Executive Compensation | |
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| ■ Net Income | | | ■ Net Sales | | | ■ Operating Margin | | | ■ Operating Cash Flow | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 83 | |
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| Security Ownership of Certain Beneficial Owners, Directors, and Management | |
| Name of Beneficial Owner | | | Amount Beneficially Owned (#) | | | Percent of Class | | ||||||
| Directors and Executive Officers | | | | | | | | | | | | | |
| Michael J. Bender | | | | | 16,748(1) | | | | | | * | | |
| Peter Boneparth | | | | | 70,985(2) | | | | | | * | | |
| Yael Cosset | | | | | 18,555(3) | | | | | | * | | |
| Christine Day | | | | | 5,552(4) | | | | | | * | | |
| H. Charles Floyd | | | | | 19,684(5) | | | | | | * | | |
| Margaret L. Jenkins | | | | | 5,552(6) | | | | | | * | | |
| Robbin Mitchell | | | | | 7,573(7) | | | | | | * | | |
| Jonas Prising | | | | | 60,788(8) | | | | | | * | | |
| John E. Schlifske | | | | | 47,070(9) | | | | | | * | | |
| Adrianne Shapira | | | | | 23,039(10) | | | | | | * | | |
| Stephanie A. Streeter | | | | | 42,603(11) | | | | | | * | | |
| Thomas A. Kingsbury | | | | | 136,492(12) | | | | | | * | | |
| Jill Timm | | | | | 169,900(13) | | | | | | * | | |
| Marc Chini | | | | | 121,669(14) | | | | | | * | | |
| Siobhán Mc Feeney | | | | | 94,718(15) | | | | | | * | | |
| Christie Raymond | | | | | 141,436(16) | | | | | | * | | |
| Michelle Gass | | | | | 368,455 | | | | | | * | | |
| Paul Gaffney | | | | | 0 | | | | | | * | | |
| Greg Revelle | | | | | 0 | | | | | | * | | |
| All current Directors and executive officers as a group (17 persons) | | | | | 982,364(17) | | | | | | * | | |
| 5% Owners | | | | | | | | | | | | | |
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | | | 11,675,039(18) | | | | | | 10.57% | | |
| BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | | | 10,653,128(19) | | | | | | 9.60% | | |
| T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 | | | | | 9,013,096(20) | | | | | | 8.20% | | |
| 84 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Security Ownership of Certain Beneficial Owners, Directors, and Management | |
Reports
| Kohl’s Corporation| 2023 Proxy Statement | | | 85 | |
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| Audit Matters | |
| | | | | PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | | | The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young as our independent registered public accounting firm. | | |
| | 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. | | |
| 86 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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| Audit Matters | |
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| Stephanie A. Streeter, Chair | | | Michael J. Bender | | | Yael Cosset | | | Christine Day | | | Margaret L. Jenkins | | | Robbin Mitchell | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 87 | |
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RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Ernst & Young as our and our subsidiaries’ independent registered public accounting firm for fiscal 2018. Ernst & Young and its predecessors have been Kohl’s independent accountants since prior to the company’s initial offering of securities to the public in 1992. Our selection of Ernst & Young as our independent registered public accounting firm for fiscal 2018 is being presented to you for your ratification. Proxies solicited by the Board of Directors will, unless otherwise directed, be voted to ratify the appointment by the Board of Directors of Ernst & Young as our and our subsidiaries’ independent registered public accounting firm for fiscal 2018. We have been advised by Ernst & Young that they are independent certified public accountants with respect to us within the meaning of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated under such act.
A representative from Ernst & Young is expected to be present at the Annual Meeting of Shareholders, and will be available to make a statement or answer any appropriate questions during the meeting.
Audit Fees Audit-Related Fees Tax Fees All Other Fees Total20172022 and fiscal 2016: Fiscal 2017 Fiscal 2016 $ 1,442,300 $ 1,332,000 — — 657,632 861,626 — — $ 2,099,932 $ 2,193,626 Audit Fees. 2021: Fiscal Year Ernst & Young Fees 2022
($) 2021
($) Audit fees(1) 1,678,800 1,685,290 Audit-related fees(2) 60,275 — Tax fees(3) 900,065 793,491 All other fees(4) — — Total 2,639,140 2,478,781 2016 audit.Audit-Related Fees. We did not pay any Audit-Related Fees2021 audit and 2022 audits.Ernst & Young during the last two fiscal years.Tax Fees. due diligence work.Affordable Care Act Readiness and other hiring credit matters and other miscellaneous matters.Other Fees.other fees: We did not pay any fees to Ernst & Young during the last two fiscal years for any other services not included in the categories listed above.Pre-approval
| 88 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 10, 2023 | | |
| | The 2022 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation are available at www.proxyvote.com and www.fcrvote.com/kss | | |
| 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 | | | 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 | |
OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are asking shareholders to approve the following nonbinding resolution regarding the compensation of our named executive officers as disclosed in this proxy statement:
RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion & Analysis, compensation tables and narrative discussion.
This is often referred to as a “say-on-pay” vote. We are pleased with our shareholders’ strong support for our executive compensation in the annual “say-on-pay” votes. An average of almost 94% of the votes cast by our shareholders voted in favor of our executive compensation in the last five annual “say-on-pay” votes. This vote has been held annually since 2011 after taking into consideration the view expressed by our shareholders in an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers at the 2011 AnnualPOSTAGE-PAID ENVELOPE PROVIDED6KOHL’S CORPORATIONAnnual Meeting of Shareholders and reaffirmed in an advisory vote at the 2017 Annual MeetingMay 10, 2023This Proxy is Solicited on Behalf of Shareholders.
As an advisory vote, the “say-on-pay” vote is not binding on Kohl’s, the Board of Directors or the Board’s Compensation Committee. However, the Board of Directors values the opinions expressed by our shareholders, and the Compensation Committee’s charter specifically states that the Committee will review all “say-on-pay” voting results and consider whether to make any adjustments to our executive compensation policies and practices in response to these results.
We believe our executive compensation program as a whole is well suited to promote Kohl’s objectives in both the short and long term. As described above in the “Compensation Discussion & Analysis” section of this proxy statement, the Compensation Committee has designed our executive compensation program to reflect its philosophy that executive compensation should be directly linked to corporate performance with the ultimate objective of increasing long-term shareholder value. The Compensation Committee’s objectives include:
Providing a competitive total compensation package that enables us to attract and retain key personnel;
Providing short-term compensation opportunities through our annual incentive program that are directly linked to corporate performance goals;
Providing long-term compensation opportunities through equity awards that align executive compensation with value received by our shareholders;
Ensuring compensation awarded to our executives is linked to our performance during the fiscal year; and
Promoting ownership of our stock by our executive officers in order to align the economic interests of our executive officers more closely with those of our shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTEFORAPPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.
SHAREHOLDER PROPOSAL: SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT
The following shareholder proposal was submitted by John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278 (the “Proponent”). The Proponent claims to beneficially own not less than 100 shares of Kohl’s stock. If a representative of the Proponent who is qualified under state law is present and submits the proposal for a vote at the Annual Meeting, then the proposal will be voted upon. In accordance with federal securities regulations, the proposal is set forth below exactly as submitted by the Proponent.
Proposal [4] — Shareholder Right to Act by Written Consent
Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.
This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent.
Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. More than 100 Fortune 500 companies provide for shareholders to call special meetings and to act by written consent.
Written consent would give shareholders greater standing to have input in improving the makeup of our Board of Directors after the 2018 annual meeting.
For instance, an independent Chairman did not oversee our CEO, Kevin Mansell. Mr. Mansell received up to 14-times as many negative votes as other Kohl’s directors.
Stephen Watson, a former CEO, was our Lead Director. The Lead Director position has extra oversight of our CEO compared to other directors. For our CEO, Mr. Mansell, this situation is somewhat like answering to a Lead Director who is a member of the same CEO club—not in the best interest of shareholders.
Frank Sica (29-years) and Steven Burd (16-years) were 2 long-tenured directors. Long-tenure can impair the independence of a director. Independence is of greater importance for directors serving on our most important board committees. Unfortunately Mr. Sica and Mr. Burd served on both our Nomination Committee and our Executive Pay Committee.
Apparetly improvement is needed in our board refreshment practices. Adrianne Shapira joined our board in 2016. Ms. Shapira, 47 is a former CFO of a privately held designer jewelry company. Ms. Shapira had no full-time employment listed in our 2017 proxy.
Please vote to improve director accountability to shareholders: Shareholder Right to Act by Written Consent- Proposal [4]
STATEMENT OF THE BOARD OF DIRECTORS IN OPPOSITION TO THIS SHAREHOLDER PROPOSAL
Kohl’s already allows holders of as little as 10% of the Company’s stock to call for a special shareholder meeting. Additionally, the Company’s bylaws provide a “proxy access” right that allows eligible shareholders to include their own nominees for director in our proxy materials along with the Board-nominated candidates. The ability of shareholders to call a special meeting at low thresholds, coupled with a proxy access right, best empowers shareholders while also protecting the interests of all shareholders in a fair and balanced manner.
The Board has evaluated shareholder rights to call special meetings and act by written consent and has determined that the ability to call special meetings is a fairer and more appropriate shareholder right for the following reasons:
The Board believes that the Company’s strong existing corporate governance processes make adoption of this proposal unnecessary. Our practices and policies, which enhance Board accountability, include:
Our shareholders’ right to call special meetings at a 10% threshold;
Our adoption in 2015 of bylaw amendments that implement “proxy access,” allowing eligible shareholders to include their own nominees for director in our proxy materials along with the Board-nominated candidates;
Our independent chairmanship effective as of the close of the 2018 Annual Meeting of Shareholders;
Annual election of all directors;
A majority vote standard in uncontested director elections;
No super-majority vote requirements;
No poison pill/shareholder rights plan provisions; and
Our shareholders’ right to directly communicate with and raise concerns to the Board or an individual director.
FOR THE ABOVE REASONS, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE ADOPTION OF THIS SHAREHOLDER PROPOSAL.
A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR FISCAL 2017 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS POSTED ON OUR CORPORATE WEBSITE AThttps://corporate.kohls.com. A HARD COPY WILL BE SENT TO YOU WITHOUT CHARGE UPON WRITTEN REQUEST TO OUR SECRETARY AT N56 W17000 RIDGEWOOD DRIVE, MENOMONEE FALLS, WISCONSIN 53051. EXHIBITS TO THE FORM 10-K WILL BE FURNISHED UPON PAYMENT OF THE REASONABLE EXPENSES OF FURNISHING THEM.
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Menomonee Falls, Wisconsin
March 23, 2018
KOHL’S CORPORATION
N56 W17000 RIDGEWOOD DRIVE
MENOMONEE FALLS, WI 53051
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 15, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 15, 2018. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to help the environment and reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
KOHL’S CORPORATION
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ANNUAL MEETING ADMISSION TICKET
Kohl’s Corporation
Annual Meeting of Shareholders
Wednesday, May 16, 2018
8:00 A.M., Local Time
Kohl’s Innovation Center
W165 N5830 Ridgewood Drive
Menomonee Falls, Wisconsin, 53051
This Admission Ticket will be required to admit you to the meeting
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.
KOHL’S CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TheDirectorsThe shareholder(s) hereby appoint Jason J. Kelroyappoint(s) Jennifer Kent and Kevin MansellElizabeth McCright or either of them, as proxies, each with the power to appoint hisher substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Kohl’s Corporation that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held virtually at 8:00 A.M., Locala.m. Central Time on May 16, 201810, 2023 and at the auditorium at Kohl’s Innovation Center, W165 N5830 Ridgewood Drive, Menomonee Falls, Wisconsin 53051 and any adjournment or postponement thereof.
THISthereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTEDBEVOTED FOR ALL NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 & 4 and 1 YEAR ON PROPOSAL 3.IN THEIR DISCRETION, THE ELECTIONPROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING, INCLUDING ANY
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
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(If you noted any Address Changes/Comments above, please mark corresponding boxALLFOR ALLALLEXCEPT 2. To approve, by anadvisory vote,the compensationofour namedexecutive officers.3.To hold an advisory vote on the reverse side.)
CONTINUED AND TO BE SIGNED ON REVERSE SIDE