SECURITIES AND EXCHANGE COMMISSION
INFORMATION
Exchange Act of 1934
(Amendment No. )
|
|
|
|
|
|
|
|
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Notice of Annual Meeting of Shareholders | |
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 | |
| Items of Business | | | See Page | | |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| 5 | | | To consider and act upon any other business that may properly come before the meeting or any adjournment thereof | | | | |
| | | | | | | | | | | ||||||||||||||||
| 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” | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Table of Contents | |
| | | | | ||
| | | | Meeting Logistics | | |
| | | | Questions and Answers about the Meeting and Voting | | |
| | | | | ||
| | | | Matters to Be Voted Upon at the Annual Meeting | | |
| | | | Nominees | | |
| | | | 2022 Performance Highlights | | |
| | | | Compensation Highlights | | |
| | | | Governance Highlights | | |
| | | | | ||
| | | | Proposal 1—Election of Directors | | |
| | | | Information about Nominees | | |
| | | | Corporate Governance Matters | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| 32 | | | | | |
| | | | Values, Ethics, Human Rights and Governance | | |
| | | | Diversity, Equity & Inclusion | | |
| | | | Environmental Sustainability | | |
| | | | Social Supply Chain Management | | |
| | | | | ||
| | | | Stock Ownership Requirements for Directors | |
|
| | | | EXECUTIVE COMPENSATION | |
| | | | Proposal 2—Advisory Vote on | | |
| | | ||||
| | | | | ||
| | | | Compensation Committee Report | | |
| | | | Compensation Discussion and | | |
| | | | Compensation Tables | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | CEO Pay Ratio | | |
| | | | Pay versus Performance | | |
| | | | | ||
| | | | Delinquent Section 16(a) Reports | | |
| | | | | ||
| | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 March 8, 2023 | | |||||||||
| | | Admission | | | | | Date of Distribution | | ||||||||
| ■ Admission to ■ 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 | |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
| | | | | | | | | | | | ||||
| | 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 | | | | | | |
| | 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 | | |
| 2 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| General Information | |
|
|
|
|
| |
|
|
|
|
KOHL’S CORPORATION
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 2020
To Our Shareholders:
The Annual Meeting of Shareholders of Kohl’s Corporation will be held at the auditorium at Kohl’s Innovation Center, W165 N5830 Ridgewood Drive, Menomonee Falls, Wisconsin, 53051*virtually on May 13, 2020,10, 2023, at 8:00 a.m. local time, forCentral Time. The Annual Meeting will be held exclusively online via a live interactive webcast on the internet. You will not be able to attend the Annual Meeting in person at a physical location.
| | How can I attend the meeting? | |
| | What is the purpose of the meeting? | |
|
|
| |||
| 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 | |
|
|
|
|
|
|
|
|
PLEASE NOTE: The meeting is expected to last less than 30 minutes.
*As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held at another date, time or location or solely by means of remote communication. If we take that step, we will announce the decision to do so in advance, and details for how to participate will be available at www.proxyvote.com.
Only shareholders of record at the close of business on March 11, 2020 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 26, 2020.
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:
Visit the website shown on your Notice of Internet Availability of Proxy Materials (www.proxyvote.com) to vote over the Internet;
Use the toll-free telephone number provided on the voting website (www.proxyvote.com) to vote over the telephone; or
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 13, 2020: The 2019 Annual Report on Form 10-K and proxy statement of Kohl’s Corporation are available at www.proxyvote.com.
|
|
|
Menomonee Falls, Wisconsin
March 26, 2020
TABLE OF CONTENTS
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 13, 2020
GENERAL INFORMATION ABOUT THESE MATERIALS
This proxy statement describes matters on which we would like you, as a shareholder, to vote at our 2020 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 11, 2020. Our Board of Directors has chosen March 11, 2020 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 Elizabeth McCright, 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 26, 2020.
ABOUT OUR 2020 ANNUAL MEETING OF SHAREHOLDERS
When and where will the meeting take place?
The Annual Meeting of Shareholders will be held on Wednesday, May 13, 2020, 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.
*As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held at another date, time or location or solely by means of remote communication. If we take that step, we will announce the decision to do so in advance, and details for how to participate will be available at www.proxyvote.com.
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 January 30, 2021;
an advisory vote on the approval of the compensation of our named executive officers;
the shareholder proposals 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 Elizabeth 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 toand 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 155,246,500 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:
Visit the website shown on your Notice of Internet Availability of Proxy Materials (www.proxyvote.com) to vote over the Internet;
Use the toll-free telephone number provided on the voting website (www.proxyvote.com) to vote over the telephone; or
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);
cast a new vote over the Internet by visiting the voting website (www.proxyvote.com); or
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:
FOR the 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;
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2021 under the caption “ITEM TWO — RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”;
FOR the approval of the compensation of our named executive officers under the caption “ITEM THREE — ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS”;
AGAINST the shareholder proposal on Shareholder Right to Act by Written Consent under the caption “ITEM FOUR — SHAREHOLDER PROPOSAL: SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT”; and
AGAINST the shareholder proposal on Adoption of an Animal Welfare Policy under the caption “ITEM FIVE — SHAREHOLDER PROPOSAL: ADOPTION OF AN ANIMAL WELFARE POLICY.”
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? | |
ITEMS TWO, THREE, FOUR AND FIVE: The ratification
| Kohl’s Corporation| 2023 Proxy Statement | | | 3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| General Information | |
| | How do I vote? | |
| | 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? | |
| | | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 11, 2020, 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 or other recording functions 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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?
stock.
| | Can I view these proxy materials electronically? | |
| | | www.proxyvote.com | |
| | How can I receive copies of Kohl’s year-end Securities and Exchange Commission filings? | |
How can I receive copies of Kohl’s year-end Securities and Exchange Commission filings?
We will furnish without charge to any shareholder, who requests in writing,upon request, a copy of this proxy statement and/or
| | | 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 2021 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 | |
14a-8 requirements then in effect.
| | How can I nominate a candidate for the Board of Directors? | |
| 6 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| General Information | |
| | What if I have additional questions? | |
| Innisfree M&A Incorporated | | ||||||||||
| | | | | ||||||||
| SHAREHOLDERS MAY CALL | | | | BANKS AND BROKERS MAY CALL | | ||||||
| | | toll free: (877) 687-1874 | | | | | | collect: (212) 750-5833 | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Proxy Summary | |
| 10 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Proxy Summary | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 13 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 did the Board of Directors meet in fiscal 2019?
The full Board of Directors formally met six times during fiscal 2019 and otherwise accomplished its business through the work of the committees described below or otherwise without formal meetings. Each incumbent Director standing for election at the 2020 Annual Meeting of Shareholders attended at least 75% of the meetings of the Board held when he or she was serving as a Director including those of the standing committees of which he or she was a member during fiscal 2019.
Do the non-management Directors meet in regularly scheduled executive sessions?
Yes. The non-management members of our Board of Directors meet in regularly scheduled executive sessions without any members of management present. Mr. Sica,will be reduced from 12 to 11 directors.
HasDirectors unanimously recommends that you vote on the proxy card, via the Internet, by telephone or by mail “
| | The Board of Directors unanimously recommends that shareholders vote “FOR ALL” eleven of the Nominees to serve as directors. | | |
| Innisfree M&A Incorporated | | ||||||||||
| | | | | ||||||||
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 at https://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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Governance and Board Matters | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 23 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Governance and Board Matters | |
| 24 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Governance and Board Matters | |
| | The Board has added SEVEN NEW DIRECTORS since 2017. | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 25 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Governance and Board Matters | |
| 26 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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. | |
DoesHaveoperates. Among other things, the Corporate Governance Guidelines outline the Board’s primary responsibilities, our independence standards, and policies regarding Board membership and the conduct of meetings.ProcessCode of Ethics that describes the ethical and legal responsibilities of all of our employees and, to the extent applicable, members of our Board of Directors. The Code of Ethics satisfies the requirements of the Sarbanes-Oxley Act of 2002 pertaining to codes of ethics for Reviewingchief executive officers and Approving senior financial and accounting officers. We provide training with respect to the Code of Ethics for all of our employees, and all employees agree in writing to comply with the 30
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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
| Kohl’s Corporation| 2023 Proxy Statement | | | 31 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 2, 2020, the memberslives of our Boardcustomers, associates and communities. These efforts extend to the Environmental, Social, and Governance (ESG) areas of Directors’ standing committees were:
|
|
|
|
|
|
|
|
|
|
|
|
AreOur Governance Guidelines, Code of Ethics, and all of the memberspolicies 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 at https://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 Committee
Itspring.
| | | | | | | | | | | | | ||||
| | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Environmental, Social, and Governance Stewardship at Kohl’s | |
monitoring the integrity ofwe are committed to incorporating socially responsible principles into our financial process and systems of internal controls regarding finance, accounting and legal compliance;
selectingfrom our independent registered public accounting firm;
| | 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
providing oversightcritical to creating an inclusive workplace 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Environmental, Social, and Governance Stewardship at Kohl’s | |
| | | | | | | | | | |||
| | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 executive officers, as well as those with respect to our general employee compensation and benefit policies and practicesplanet. We have set ambitious
| | | | | | | | | | |||
| | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Environmental, Social, and Governance Stewardship at Kohl’s | |
How many times did each standing committee meet in fiscal 2019?
During fiscal 2019, the Audit Committee formally met seven times. The Compensation Committee formally met four 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, if necessary. 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 complies with such law or rule. As of February 1, 2020, the members of the Executive Committee were: Peter Boneparth, Michelle Gass, Jonas Prising, Frank V. Sica and Stephanie Streeter.
What is the leadership structure of Kohl’s Board of Directors and why has this structure been chosen?
Recognizing shareholder sentiment 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 of outstanding shares, the foregoing shall not apply: (i) if no independent director is available and willing to serve as Chairman; (ii) if such an appointment would violate any pre-existing contractual obligation of Kohl’s; or (iii) to the extent the then-current members of the Board determine that such an appointment would not be consistent with the Board’s fiduciary obligationsoperate according to our shareholders. If any independent Chairman ceases to be independent, the Governance & Nominating Committee will convene to reviewuniversally-applied standards regarding ethics and make a recommendation in accordance with these guidelines for the full Board’s consideration. To further strengthen the Board’s governance structure, in the absencefairness.
As of February 1, 2020, the Board of Directors continued to be led by independent Chairman, Frank V. Sica. 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
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 accesscommitted to management and outside advisors.
How Does the Board Oversee Kohl’s Risk Management Processes?
The Board and its Audit Committee oversee the identification, monitoring and mitigation of enterprise risks through the Company’s robust enterprise risk management program that is designed and driven by management 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. The enterprise 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 fromrespecting human rights 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 executive officers are periodically updated on the status of all risk management effortsactivities 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. To that end, senior management provides regular updates to the Audit Committee on various elements of material risk. Some of these updates are scheduled because of their particular significance, and others may be scheduled at the request of any Audit Committee member for any reason. These updates 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. On an annual basis, the full Board also receives a comprehensive update on our current risk profile and our activities related to the enterprise risk management program. These updates enable all members of the Board to understand our overall risk profile and to stay apprised of the efforts being made to reduce, mitigate or eliminate each element of risk. The Board’s risk management oversight also extends to regular reviews of our current and anticipated data protection and cybersecurity risks, including a review of related policies and procedures, pursuant to updates provided by the Company’s senior management members who are tasked with identifying and responding to such data protection and cybersecurity risks.
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. 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. Such a firm was engaged to help identify potential Board candidates for the Governance & Nominating Committee’s consideration in 2018 and 2019, and that firm did help identify both Mr. Bender and Mr. Cosset who are candidates standing for election at the 2020 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 ofoperations. We require all of our shareholders;
A willingness■
A good cultural fit
Does Kohl’s have a mandatory retirement age for Directors?
As disclosedour commitment to eliminating human rights risks and ensuring responsible sourcing 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.
| 36 | | | 2023 Proxy Statement |Kohl’s Corporation | |
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 2021 Annual Meeting of Shareholders, the notice must be received by us by January 13, 2021. 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 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 Kohl’s Bylaws. Pursuant to our Bylaws, to be timely for inclusion in the proxy materials for our 2021 Annual Meeting of Shareholders, notice must be received by our Corporate Secretary between October 27, 2020 and November 26, 2020. The requirements for such proxy access are detailed in our Bylaws, a copy of which was filed with the 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 will receive an annual cash retainer fee of $125,000. Equity awards are granted to
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director Compensation | |
| Cash and Equity Director Compensation ($) | | ||||||||||||
| 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 | | |
is expected to own Kohl’s stock with a value equal to approximately five times the amount of the Directors’ annual base cash retainer. For purposes of this calculation, we include shares of unvested restricted stock, but not any vested options.
| Kohl’s Corporation| 2023 Proxy Statement | | | 37 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director Compensation | |
| 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 | | |
|
|
|
|
| Fees | Stock | Total |
Michael J. Bender | $ 93,750 | $125,018 | $218,768 |
Peter Boneparth | $125,000 | $134,990 | $259,990 |
Steven A. Burd | $125,000 | $124,972 | $249,972 |
H. Charles Floyd | $125,000 | $124,972 | $249,972 |
Jonas Prising | $125,000 | $145,009 | $270,009 |
John E. Schlifske | $125,000 | $124,972 | $249,972 |
Adrianne Shapira | $125,000 | $124,972 | $249,972 |
Frank V. Sica | $125,000 | $325,017 | $450,017 |
Stephanie A. Streeter | $125,000 | $150,018 | $275,018 |
Nina G. Vaca(2) | $ 31,250 | — | $ 31,250 |
Stephen E. Watson | $125,000 | $124,972 | $249,972 |
|
|
|
|
| Director | | | 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 | | |
|
|
|
|
| Number of Securities | Number of | |
Vested | Unvested | ||
Mr. Bender | — | — | 2,900 |
Mr. Boneparth | — | — | 2,190 |
Mr. Burd | 5,008 | — | 2,027 |
Mr. Floyd | — | — | 2,027 |
Mr. Prising | — | — | 2,352 |
Mr. Schlifske | 7,784 | — | 2,027 |
Ms. Shapira | — | — | 2,027 |
Mr. Sica | — | — | 5,272 |
Ms. Streeter | 8,977 | — | 2,433 |
Ms. Vaca | 13,753 | — | — |
Mr. Watson | — | — | 2,027 |
|
| | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
Are Directors required
| | | | | 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 standing for re-election who have served on the Board of Directors for more than five years were in compliance with this requirement as of the end of fiscal 2019. A Director is not permitted to sell any stock 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 (“Code of Ethics”). This Code of Ethics 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 of Ethics for all of our employees, and all employees agree in writing to comply with the Code of Ethics at the time they are hired and periodically thereafter. Our employees are encouraged to report suspected violations of the Code of Ethics through various means, including through the use of an anonymous toll-free hotline. This Code of Ethics can be viewed on our website by accessing https://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 at https://corporate.kohls.com/investors/corporate-governance, or by contacting our Investor Relations staff by e-mail at investor.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 independent Chairman, as follows (these instructions are also available on our website):
Write to our Board of Directors or Chairman:
Kohl’s Board of Directors
N56 W17000 Ridgewood Drive
Menomonee Falls, WI 53051
Or
E-mail our Board of Directors:
directors@kohls.com
Questions or concerns related to financial reporting, internal accounting or auditing matters may be sent to governance@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 31st. 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 1, 2020 is referred to as “fiscal 2019.”
BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table presents information concerning the beneficial ownership of the shares of our common stock as of February 1, 2020 (unless otherwise noted) by:
each of our Directors and nominees;
eachcompensation of our named executive officers;
allThis is often referred to as a “say-on-pay” vote. This vote is held annually 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 Directors and nominees as a group; and
each person who is known by us to beneficially own more than 5% of our common stock.
Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power. Indicated options are all exercisable within sixty days of February 1, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 twelve members. As previously announced, Mr. Watson will not be standing for re-election to the Board of Directors at the 2020 Annual Meeting of Shareholders. The Board of Directors has determined that following the 2020 Annual Meeting of Shareholders, the size of the Board will be reduced to eleven members.
Under our Articles of Incorporation, our Board of Directors is elected annually to serve until the next2011 Annual Meeting of Shareholders and untilreaffirmed in an advisory vote at the Directors’ successors2017 Annual Meeting of Shareholders. At the 2023 Annual Meeting of Shareholders, we are duly electedagain providing our shareholders with the opportunity to cast a “say on frequency” advisory vote in Proposal 3.
You may vote for all, some or none of the eleven nominees for election toBoard’s Compensation Committee. However, the Board of Directors. However, you mayDirectors 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
| 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. | | |
| | | | | | | ||
| | 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. | | |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE 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 |
Michael Bender
| 58 | 2019 |
President and Chief Executive Officer of Eyemart Express, LLC, an eyecare retailer, since January 2018. Previously served as President of Eyemart Express, LLC from September 2017 to January 2018. Former Chief Operating Officer of Global eCommerce of Walmart Inc., a multinational retailer, from 2014 to February 2017. Prior to that, Mr. Bender held a number of executive management positions at Walmart. Prior to Walmart, Mr. Bender held a number of senior positions at Cardinal Health, Inc., a global, integrated healthcare services and products company. From 1999 to 2002, he was Vice President of Store Operations for L-Brands, Inc. – Victoria’s Secret Stores, an international specialty retailer. From 1984 to 1999, he served in a variety of sales, finance and operating roles with PepsiCo, Inc., a global food and beverage company. From 2004 to May 2019, Mr. Bender served as a director of Ryman Hospitality Properties, Inc., a real estate investment trust.
The Governance & Nominating Committee believes Mr. Bender’s qualifications to serve on our Board of Directors include his deep expertise with notable retail and consumer brands, his experience as President and Chief Executive Officer of a another retailer, his experience as a director of another public company and his broad-based knowledge in the areas of retail sales, consumer products, global e-commerce and retail logistics. |
|
|
|
|
|
Peter Boneparth
| 60 | 2008 |
Senior advisor to a division of The Blackstone Group, LLP, advising on the retail industry, since February 2018. Former Senior Advisor, Irving Place Capital Partners, a private equity group, from 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
| 70 | 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 2013, Chief Executive Officer from 1993 until his retirement in 2013 and previously served as President from 1992 to 2012. From 2013 to June 2018, Mr. Burd also served as 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. |
|
|
| | The Board of Directors recommends a vote FOR a frequency of “ONE YEAR” for future shareholder advisory votes on the compensation of our named executive officers. | | |
| Age | Director Since |
|
|
|
Yael Cosset
| 46 | 2020 |
Senior Vice President and Chief Information Officer of The Kroger Co., one of the world's largest food retailers, since February 2019. Previously served as Global Vice President and Chief Digital Officer of Kroger from January 2017 to February 2019 and as Chief Information Officer / Chief Commercial Officer of 84.51˚ LLC, a wholly-owned subsidiary of Kroger from April 2015 to January 2017. Prior to joining Kroger, Mr. Cosset held senior management positions at dunnhumby Ltd., a customer data science and consulting services firm, having most recently served as Global Chief Information Officer from 2010 to April 2015. Prior to dunnhumby Ltd., Mr. Cosset held senior management positions at MicroStrategy Incorporated, a business intelligence and analytics enterprise software company.
The Governance & Nominating Committee believes Mr. Cosset’s qualifications to serve on our Board of Directors include his technology and digital expertise with notable retail and consumer brands, his experience as Chief Information Officer of one of the world’s largest food retailers and his deep understanding of customer analytics, innovation and transformation in the retail sector. |
|
|
|
|
|
H. Charles Floyd
| 60 | 2017 |
Global President of Operations of Hyatt Hotels Corporation, a leading global hospitality company, since 2014. Mr. Floyd held a number of executive management positions since he joined Hyatt in 1981, including Global President of Operations since 2014, Executive Vice President, Group President — Global Operations Center from 2012 to 2014, and 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
| 52 | 2018 |
Our Chief Executive Officer since May 2018. Ms. Gass joined the Company in 2013 as Chief Customer Officer and was named Chief Merchandising Officer in June 2015 and was promoted to Chief Executive Officer-elect in October 2017 and assumed the Chief Executive Officer role in May 2018. Prior to joining the Company, Ms. Gass spent more than 16 years with Starbucks Corporation holding a variety of leadership roles across marketing, global strategy and merchandising, including President, Starbucks Europe, Middle East and Africa. Prior to Starbucks, Ms. Gass was with Procter and Gamble. Ms. Gass is currently a director of PepsiCo, Inc., a global food and beverage company. From 2014 to February 2017, Ms. Gass also 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 7 years with Kohl’s. Her insight and direct knowledge of Kohl’s current operations and strategic opportunities within the retail industry is also invaluable. |
|
|
| 42 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| Age | Director Since |
|
|
|
Jonas Prising
| 55 | 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 2014 to December 2015, President from 2012 to 2014, President of ManpowerGroup — The Americas from 2009 to 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. |
|
|
|
|
|
John E. Schlifske
| 60 | 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 to 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. Mr. Schlifske is also a member of 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
| 49 | 2016 |
Managing Director of Eurazeo Brands, which invests in United States and European consumer brands with global growth potential, since August 2017. From 2012 to February 2016, Ms. Shapira was Chief Financial Officer of David Yurman Enterprises, LLC, a designer jewelry company. From 1999 to 2012, Ms. Shapira served as Managing Director at The Goldman Sachs Group, Inc., an investment banking firm, 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. From 2014 to December 2018, Ms. Shapira also served as 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 in e-commerce. |
|
|
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| Age | Director Since |
| 69 | 1988 |
Partner, Tailwind Capital, a private investment firm, since 2006. From 2003 to 2006, Mr. Sica was a Senior Advisor to Soros Private Funds Management, a private equity firm. From 2000 to 2003, Mr. Sica was President of Soros Private Funds Management. In 1998, he joined Soros Fund Management where he was a Managing Director responsible for Soros’ private equity investments. From 1988 to 1998, Mr. Sica was a Managing Director at Morgan Stanley and its private equity affiliate, Morgan Stanley Capital Partners. Prior to 1988, Mr. Sica was a Managing Director in Morgan Stanley’s merger and acquisitions department. Mr. Sica is also 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. |
|
|
|
|
|
Stephanie A. Streeter | 62 | 2007 |
Former Chief Executive Officer and a 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. From July 2018 to January 2019, she served as a director of Olin Corporation, a manufacturer and distributor of chemical products. She is also currently a director of Goodyear Tire & Rubber Company, a manufacturer and distributor of tires and related products and services, and Western Digital, a computer hard disk drive manufacturer and data storage company.
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. |
|
|
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 other directors is an executive officer.
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 2020, 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: Michael J. Bender, Peter Boneparth, Steven A. Burd, Yael Cosset, H. Charles Floyd, Jonas Prising, Frank V. Sica, John E. Schlifske, Adrianne Shapira and Stephanie A. Streeter. In addition, the Committee determined that Stephen E. Watson, who will serve as a Director through the close of the 2020 Annual Meeting of Shareholders, is independent. The Committee also determined that all of the members of the Audit, Compensation, and Governance & Nominating Committees meet our independence requirements. Michelle Gass is not considered an independent Director because of her employment as our Chief Executive Officer.
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.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the Compensation Discussion &and Analysis included in this proxy statement.that follows. Based on this review and discussion, the Compensation Committee
| | | | | | | | | | |||||
| Jonas Prising, Chair | | | Peter Boneparth | | | Christine Day | | | H. Charles Floyd | | | Stephanie A. Streeter | |
Jonas Prising, Chairman
Peter Boneparth
Steven A. Burd
Frank V. Sica
Discussion and Analysis
| | | | | ||
| | | | 2022 Results | | |
| | | | | ||
| | | | 2022 Shareholder Engagement | | |
| | | | Pay for Performance | | |
| | | | Long-Term Business Strategies | | |
| | | | | ||
| | | | Say on Pay and Shareholder Outreach | | |
| | | | PHILOSOPHY AND OBJECTIVES | | |
| | | | | ||
| | | | | ||
| | | | Key Compensation Reports | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 43 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| | | | | | | | | | |||||
| 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 | |
| Michelle Gass | | | Paul Gaffney | | | Greg Revelle | |
| Former Chief Executive Officer | | | Former Senior Executive Vice President, Chief Technology & Supply Chain Officer | | | Former Senior Executive Vice President, Chief Marketing Officer | |
Michelle Gass, Chief Executive Officer;
Jill Timm, Senior Executive Vice President, Chief Financial Officer;
Doug Howe, Chief Merchandising Officer;
Paul Gaffney, Senior Executive Vice President, Chief Technology Officer;
Marc Chini, Senior Executive Vice President, Chief People Officer;
Bruce Besanko, Former Chief Financial Officer; and
Sona Chawla, Former President.
Executive Summary
The Committee has designed our compensation program to reflect its philosophy that executive compensation should be directly linked to performance, with the ultimate objective of increasing long-term shareholder value. In fact, eachEach primary element of our executive compensation
Say on Pay Votes
Since 2011, we have held an advisory shareholder vote on
| 44 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
PayNEO transitions in 2022, resulting in promotions and other retention actions. While there was significant change in 2022, the Board is pleased with the current team and believes it positions the Company for Performance
As part of our pay for performance philosophy, our goals are intended to be difficult to achieve, and failure to achievesuccess.
increases that would have otherwise been awarded and the Committee accepted that recommendation. In addition, fiscal 2019 performance will negatively impact the three-year financial results for the three-year performance periods of fiscal years 2018 through 2020 and fiscal years 2019 through 2021. In addition, it had a negative impact on the three-year financial results for the three-year performance period of fiscal years 2017 through 2019. On a three-year basis, driven by Kohl’s strong performance in fiscal years 2017 and 2018, Kohl’s significantly exceeded the cumulative net income target set in early 2017 for the three-year performance period of fiscal years 2017 through 2019. As such, the three-year Performance Share Units (“PSUs”) granted to those NEOs employed in 2017 as part ofMr. Revelle, the Company’s Long Term Incentive Plan (“LTIP”) vested in 2020 at 200% of their targeted value. GivenSenior Executive Vice President, Chief Marketing Officer, would be departing the Company’s performance in 2019, however, the PSUs did not trigger the 25% modifier that could have further increased the value actually realized based on Kohl’s total shareholder return relative to a group of approximately 25 peer companies over the three-year performance period.
Business Strategies
Led by our NEOs, Kohl’s management remained focused on two key priorities in 2019 — driving traffic and operational excellence. The first priority is driving traffic, which is key to growing sales over the long-term. One example of management’s continued commitment to driving traffic in 2019 and beyond was the nationwide roll-out of Kohl’s innovative Amazon Returns program. Management’s focus on product is also key to driving traffic. Kohl’s remains focused on growing the size of our most important national brands and adding new brands to our portfolio to drive newness and improve our relevancy to consumers, which we believe will drive traffic. We did this in 2019 with the launch of a record number of brands and new partnerships, such as Amazon Returns, Nine West and Scott Living. This led to new customer acquisition and overall customer growth. In addition, Kohl’s continued to invest significant time and resources to create a more seamless omnichannel experience for our customers. As a result of these investments, our physical stores remain an important source for online order fulfillment. This results in a faster, more seamless experience for our customers and encourages additional customer foot traffic through omnichannel capabilities like Buy Online Pickup in Store and Buy Online Ship to Store.
The second priority is achieving operational excellence, which is key to enabling long-term investments in our future to ensure Kohl’s success and profitability. Our focus on operational excellence is designed 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, one of the largest areas 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 help us reduce our store operational costs, such as:
Leveraging technology like enhanced applications for mobile handheld devices carried by our store associates that minimize the time it takes to perform routine store operations;
Reducing the square footage of our stores, both operationally and physically to achieve greater efficiency; and
Leveraging our stores as fulfillment centers for online orders through initiatives such as Buy Online Pickup in Store, Ship From Store, and Buy Online Ship to Store.
Transition and Leadership Succession Planning
In 2019, we continued to take several actions towards completing our multi-year leadership succession planning. As previously announced:
Ms. Chawla stepped down as PresidentCompany effective as of October 18, 2019. In connection with her resignation, Ms. Chawla received the benefits outlined in her Amended and Restated Employment Agreement previously filed with the Commission on September 29, 2017 and consistent with those previously disclosed in the Company’s 2019 proxy statement.
Mr. Besanko left his position as Chief Financial Officer effective NovemberJune 1, 2019.2022. In connection with his departure, fromMr. Revelle was entitled to the Company, Mr. Besanko received theseparation benefits outlined in his Employment Agreement previously filed with Commission on July 14, 2017 and consistent with those previously disclosed inthe Potential Payments Upon Termination or Change of Control section of this proxy statement.
Ms. Timm, who has more than 20 years of financial experience withChief Merchandising Officer, was departing the Company effective immediately. It was later announced that Mr. Howe had been hired as President of DSW, and subsequently announced that he will become Chief Executive Officer of the footwear retailer’s parent company, Designer Brands Inc.
Mr. Gaffney joined Kohl’s as Senior Executive Vice President, Chief Technology Officer beginning Septembereffective July 16, 2019. In2022. The details of Ms. Mc Feeney’s compensation package are described below, but included the following:
| Kohl’s Corporation| 2023 Proxy Statement | | | 45 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
Executive Compensation Agreement Modifications
We have entered into executive compensation or employment agreements with eachtransition of our NEOs.his role to his successor. As part of the transition arrangement, the Company approved a pro-rata bonus for Mr. Chini for the period he will serve as Chief People Officer.
| 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. | | | |
| 46 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| | THE COMPANY’S FOUR KEY FOCUS AREAS CONTINUE TO BE: | | | ||||
| | | | | | | ||
| | 1. | | | | 2. | | |
| | DRIVING TOP LINE GROWTH | | | | EXPANDING OPERATING MARGIN | | |
| | | | | | | ||
| | 3. | | | | 4. | | |
| | MAINTAINING DISCIPLINED CAPITAL MANAGEMENT | | | | SUSTAINING AN AGILE, ACCOUNTABLE, AND INCLUSIVE CULTURE | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 47 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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. | | |
| 48 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
| | | | 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) | | | | | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| | | | 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 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | 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 | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | 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 | | | | |
| Kohl’s Corporation| 2023 Proxy Statement | | | 49 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
are shown below.
| | | | 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 | |
Annual Committee Actions
Upon review and consideration of Kohl’s 2019 results, the Committee took the following actions in February 2020:
determined that the performance ratings of the NEOs were “Fully Meets Expectations,” which is the middle ranking in Kohl’s three tier evaluation program; however, as noted above, all NEOs recommended to the Committee that they not be awarded annual merit increases despite these rankings and the Committee accepted that recommendation;
awarded Mr. Gaffney an annual incentive plan award of $880,000, which was guaranteed for his first year of employment pursuant to the terms of his August 27, 2019 offer letter previously filed with the Commission on September 20, 2019;
confirmed that no annual incentives were earned by the other NEOs pursuant to our Annual Incentive Plan for 2019; and
determined that PSUs previously granted to Mses. Gass and Chawla and Mr. Besanko in 2017, the value of which was dependent upon Kohl’s three-year sales and earnings performance in fiscal years 2017 through 2019, would vest at 200% of their targeted value.
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, including a vote of more than 88% of the votes cast by our shareholders in favor of approving this compensation last year.
Based on this strong support, the Committee believes that our policies, practices, and programs are in line with our shareholders’ expectations. In accordance with its charter, the Committee reviews the voting results on an annual basis. Following each of the previous votes, the Committee has considered whether any adjustments were warranted based on these results. The Committee values our shareholders’ input and will continue to look for ways to further improve alignment between executive compensation and our overall objective of increasing long-term shareholder value.
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, return on investment, total shareholder return and other financial measurements selected to reinforce the critical linkage between pay and performance. Our uses 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; and
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 competitive compensation opportunities that are 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 our executive’s 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 use these elements, along with certain benefits and perquisites, in proportions that will most effectively accomplish our business and strategic objectives. To ensure
| 50 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
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 annual 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,
| Kohl’s Corporation| 2023 Proxy Statement | | | 51 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| | | | | We believe executive compensation should be directly linked to corporate performance and progress on our strategic plans, with the ultimate objective of increasing long-term shareholder value. To that end, our executive compensation program is designed to achieve the following objectives: | | |
| | | | | | | ||
| | 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. | | |
| | | | | | | | | | |||
| | 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. | | |
| 52 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
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-term and short-term Company goals. These plans, policies and practices do not encourage or incentivize individuals to take actions that expose the Company to risks that are inconsistent with the Company’s strategic plan. The amount of each type of compensation awarded to or earned by our management team is determined either solely by reference to Company-wide performance (e.g., annual incentive compensation and long-term incentive awards) or a combination of Company-wide performance and individual performance (e.g., base salary increases).
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, operational excellence actions, driving traffic and increasing our market share. Importantly, 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 executive officers, including the NEOs. Those programs are implemented 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
analysis.
The total compensation paid, to each executive, including base salary, annual cash incentives, long-term incentive awards, health and welfare benefits, and perquisites;
■
■
Tally sheets provide
| Kohl’s Corporation| 2023 Proxy Statement | | | 53 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
Whether the proposed comparator company is in the same or a similar segment of the retail industry as Kohl’s;
Whether the proposed comparator company is similar to Kohl’s in terms of size, including revenues, total assetsboth November 2021 and market capitalization;
The complexity and scope of the proposed comparator company’s business;
The similarity of the proposed comparator company’s business model to Kohl’s business model;
Whether the proposed comparator company competes with Kohl’s for profits and talent; and
Other characteristics unique to Kohl’s or the retail industry, which could include things like growth trajectory and business strategies.
Following an extensive review of its current compensation peer group and other possible comparators, in September 2019, the Committee determined that this year’s compensation analysis would be based upon the same peer group used last year with the removal of Sears Holding Corp. due to its filing for Chapter 11 bankruptcy in 2018:
| Market | Revenue |
• Bed, Bath & Beyond Inc. | 1.7 | 12.0 |
• The Gap, Inc. | 7.1 | 16.6 |
• J.C Penney Company, Inc. | 0.3 | 12.0 |
• L Brands, Inc. | 6.2 | 13.2 |
• Macy’s, Inc. | 6.4 | 25.7 |
• Nordstrom, Inc. | 4.8 | 15.8 |
• Ross Stores, Inc. | 34.2 | 15.0 |
• The TJX Companies, Inc. | 60.1 | 39.0 |
|
|
|
Median | 6.3 | 15.4 |
Kohl’s Corporation | 8.0 | 20.2 |
*All market capitalization & revenue data is rounded. Revenues are fiscal 2018 revenues and market capitalization data was as of May 31, 2019.
As of the time it received this report, the Committee believed this peer group included retail companies with similar business concepts to ours and provided a relevant group of companies representing an appropriate range of revenue and market capitalization against which to compare our pay practices in the future. The Committee will continue to monitor the appropriateness of our comparators and make adjustments as necessary.
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 the Committee determined in March 2019 should also be based upon the same core peer group as used in 2018 with one change. Based on the Chapter 11 bankruptcy filing of Sears Holding Corp. in 2018, it was decided that Sears Holding Corp. would be replaced by Nordstrom, Inc. As such, for 2019, this “core peer group” consisted of:
J.C Penney Company, Inc.;
Nordstrom, Inc.;
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 was not a part of our executive compensation benchmarking peer group because of its comparatively large revenues and market capitalization, Target continued 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’ Commission filings and the Korn Ferry 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 2019 consisted of newly available data from the Korn Ferry 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. Additional survey data sources including the Willis Towers Watson Retail & Wholesale Survey and sources from SH&P’s survey library were also reviewed.
At a meeting in November 2019,2022, the Committee reviewed a detailed benchmarking report prepared by SH&P. This reportits independent compensation consultant that included detailed information on the following components of compensation for the NEOs:
Base Salaries;
Target Annual Incentives;
Actual Annual Incentives paid in Fiscal 2019 based on Fiscal 2018 performance;
Target Annual Compensation;
Long-Term Incentives; and
Target Total Compensation.
The Committee again took all of the above benchmarking data into consideration in evaluating each of the NEO’sexecutive officers:
| | ■ base salaries | | | | ■ target annual incentives | | |
| | ■ target long-term incentives | | | | ■ target total direct compensation | | |
Pay-for-Performance
Pay-for-performance is a critical partobjectives, as well as typical market practices.
■
In contrast, in 2019, we did not achieve our financial goals. Our earnings did not meet the previously established threshold levels for a payout under our Annual Incentive Plan, and no performance-based payout was made to our NEOs. In addition, all NEOs recommended to the Committee that they not be awarded their annual merit increases that would have otherwise been awarded and the Committee accepted that recommendation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| Company | | | | 20 Trading Day Market Capitalization(1) ($ Billions) | | | Revenue(1) ($ Billions) | | | | ||||||||
| Best Buy Co., Inc. | | | | | | 15.7 | | | | | | 50.8 | | | | | | |
| The TJX Companies, Inc. | | | | | | 68.1 | | | | | | 49.9 | | | | | | |
| Dollar Tree, Inc. | | | | | | 36.1 | | | | | | 26.7 | | | | | | |
| Macy’s, Inc. | | | | | | 5.0 | | | | | | 26.0 | | | | | | |
| | | | | | | 4.3 | | | | | | 19.3 | | | | | ◀ Kohl’s Corporation | |
| Ross Stores, Inc. | | | | | | 26.1 | | | | | | 18.7 | | | | | | |
| Gap, Inc. | | | | | | 3.2 | | | | | | 16.1 | | | | | | |
| Nordstrom, Inc. | | | | | | 3.5 | | | | | | 15.3 | | | | | | |
| Dick’s Sporting Goods, Inc. | | | | | | 6.3 | | | | | | 12.1 | | | | | | |
| Burlington Stores, Inc. | | | | | | 9.8 | | | | | | 9.1 | | | | | | |
| Foot Locker, Inc. | | | | | | 2.5 | | | | | | 9.0 | | | | | | |
| Ulta Beauty, Inc. | | | | | | 20.3 | | | | | | 9.0 | | | | | | |
| Bed, Bath & Beyond, Inc. | | | | | | 0.4 | | | | | | 7.4 | | | | | | |
| | | | Customer Segment | | | | | | | | | Product Segment | | ||||||||||||||||||
| Company | | | High-End | | | 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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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. The Committee then considers each NEO’s achievement of this criteria, along with overall market positioning, when considering base salary increases. In 2018 and 2019, these criteria again 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 comparative 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. The Committee uses a disciplined process to assess performance. This detailed process attemptsperformance and to ensure that we reward and retain top talent while aligningtalent. A primary consideration when setting our executives’ interests with those of our shareholders.
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.
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 2018 and 2019 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 Company 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 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 the CEO’s 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
| Kohl’s Corporation| 2023 Proxy Statement | | | 55 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
CEO Performance Evaluation
In February 2020, the Committee assessed Ms. Gass’ performance against the following objectives, which had been established by the Committee in the first quarter of 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excluding non-recurring charges, the Company’s net income in 2019 was $769 million resulting in an “Inconsistently Meets Expectations” rating. Total Sales in 2019 were $18.89 billion, which fell within the “Fully Meets Expectations” range. The Committee assessed Ms. Gass’ performance on the managerial criteria as “Fully Meets Expectations.” Overall, Ms. Gass earned a rating of “Fully Meets Expectations” for fiscal 2019.
In February 2020, Ms. Gass recommended, and the Committee approved, “Fully Meets Expectations” ratings for Ms. Timm and Messrs. Howe, Gaffney and Chini. As with Ms. Gass, each of these other NEOs received “Inconsistently Meets Expectations” ratings for the net income goals, “Fully Meets Expectations” ratingsbasis for their total sales goals and “Fully Meets Expectations” ratings for their business specific objectives and leadership goals. Collectively, this resulted in “Fully Meets Expectations” ratings.
Elements of Executive Compensation
As described above, the aggregateannual performance appraisals.
The Committee believes it is important that a significant portion of our NEOs’ compensation be tied to our corporate performance in order to align the interests of our NEOs with those of our shareholders and to emphasize the importance of maximizing long-term shareholder value. Accordingly, aggregate compensation paid to our NEOs is weighted towards annual incentive and long-term incentive compensation, both of which are “at risk” if we do not achieve our financial and strategic objectives. Additionally, our NEOs’ annual salary increases are determined based in large part on Company performance. This strategy reflects the Committee’s pay-for-performance philosophy.
Salary
decisions
Annual
| NEO | | | Fiscal 2021 Base Salary ($) | | | 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 | | |
executive departures and promotions that took place mid-year and after.
| Inconsistently | Fully Meets | Consistently |
Base Salary Increase as a Percent of Budgeted Increase for All Exempt Associates | 0% | 75% | 133% |
Example: |
|
|
|
Increase Assuming 3% Budgeted for All Exempt Associates | 0% | 2.25% | 3.99% |
For this year, based on Kohl’s fiscal 2019 financial performance and individual performance review scores assigned in the performance evaluation process, the NEOs could have been eligible for a 2.25% increase in
Annual Incentive Compensation
| 56 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
the following eight retailers, chosen for their business category alignment to various financial performance levels, providing incentives to our executives to maximize long-term shareholder value. These annual bonus targets reflect our financial goalsKohl’s:
| ■ 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, in the Committee’s reasonable discretion, 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 tax or accounting changes as determined in the Committee’s reasonable discretion.
For both 2018 and 2019, the Committee had also determined at the time it set the financial targets 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.
Following the Committee’s certification of the Company’s year-end results, Annual Incentive Plan participants arewould be granted aany earned bonus if earned, 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 2019 Actions
Intarget to maximum. The percentages set for the 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% | | |
| Annual Incentive Plan Payout as a | Annual |
Ms. Gass | 250% | $3,500,000 |
Ms. Chawla | 225% | $2,700,000 |
Mr. Howe(1) | 200% | $1,900,000 |
Mr. Besanko | 200% | $1,827,000 |
|
Kohl’s | | | 57 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| | KEY FACTS ABOUT THE 2022 ANNUAL INCENTIVE PLAN The following context is relevant to the | | | |||
| | The Annual Incentive Plan was set in March 2022 using the performance goals of Targets were set for this plan that were significantly more challenging to 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 |
In the first quarter of fiscal 2019, the Committee established the following performance goals and award opportunities for fiscal 2019 under the Annual Incentive Plan:
| Peer Performance Index Tier(1) | Threshold Tier | Top Tier |
Net Income Goal (in millions) | Below $880 | $880 | $1,000 |
Sales Goal | Total Sales Beat | N/A | N/A |
Award Opportunity (as a percent of base salary) |
|
|
|
Ms. Gass | 40% | 65% | 250% |
Ms. Chawla | 35% | 60% | 225% |
Mr. Besanko | 30% | 55% | 200% |
Mr. Howe | 30% | 55% | 200% |
Mr. Chini | 25% | 40% | 150% |
Ms. Timm(2) | 25% | 40% | 150% |
|
|
|
| | |
Fiscal 2020 Actions
In February 2020, the Committee assessed Kohl’s performance against the 2019 Annual Incentive Plan targets
Long-Term Compensation
considered on an annual basis. The Committee grants long-term compensationequity awards to our NEOsthe executive officers under our 2017 Long-Term Compensation Plan to (“LTIP”) to:
Long-term equity incentive awards to our NEOs are typically set and considered on an annual basis. In 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.
| 58 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
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 | | |
| 60 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 Granted Based on 2017-2019 Performance
The Committee granted long-term equity incentive awards to the NEOs 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 2017 through fiscal 2019, with target-level payouts only occurring if we achieved 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 2017-2019 LTIP grant, the Committee approved the following grant date dollar value of awards for our NEOs (assuming achievement of “target” levels of performance under the PSUs for the 2017-2019 performance period):
| Kohl’s Corporation| 2023 Proxy Statement | | | 61 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |||||||||||||||||||||||||||||||||||
|
| ||||||||||||||||||||||||||||||||||
|
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Sixty percent of the aggregate grant date dollar value of the 2017-2019 LTIP grants was in the form of PSUs. The number of units actually earned was dependent upon Kohl’s actual performance over the three year fiscal 2017-2019 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 did not meet threshold levels, then none of the PSUs would have been earned. The specific performance objectives for the 2017-2019 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 2017-2019 as follows:
| Weighting | Threshold | Target | Maximum |
Cumulative 3-Year Sales Goal (in billions) | 50% | $51.68 | $54.98 | $56.63 |
Percent of PSUs Earned Upon Attainment of Indicated Level(1) |
| 50% | 100% | 200% |
Cumulative 3-Year Net Income Goal (in millions) | 50% | $1,250 | $ 1,560 | $ 1,780 |
Percent of PSUs Earned Upon Attainment of Indicated Level(1) |
| 50% | 100% | 200% |
|
|
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 for that year.
The number of shares that could have been earned upon vesting of the PSUs was also subject to a modifier that could 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 were also used for benchmarking compensation as a part of the Korn Ferry custom data. If Kohl’s relative total shareholder return was in the top quartile of the peer group, then the PSUs earned in accordance with the preceding paragraph would have increased by 25%. Conversely, if Kohl’s relative total shareholder return was in the bottom quartile, then the PSUs earned would have been reduced by 25%. There would have been no adjustment if our total shareholder return was in the second or third quartile.
In February 2020, the Committee determined and certified that Kohl’s cumulative sales over the 3-year 2017-2019 performance period were $57,088 million and that our cumulative adjusted net income over the 3-year performance period was $2,462 million, exclusive of certain non-recurring charges. This resulted in the NEOs earning 200% of their respective target 2017-2019 LTIP PSUs as follows:
| Number of PSUs Earned for | Certification Date Value of PSUs Earned |
Ms. Gass | 208,045 | $7,997,250 |
Ms. Chawla | 59,247 | $2,277,455 |
Mr. Besanko | 52,750 | $2,027,710 |
|
|
Awards Granted Based on 2019-2021 Performance
In the first quarter of fiscal 2019, the Committee again 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 2017-2019 LTIP, but the performance period was fiscal years 2019 through 2021, and the specific sales and earnings targets were based upon our 3-Year Plan for those years, which will be disclosed after the performance period has completed and we disclose what the NEOs earned under the awards.
For the 2019-2021 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 2019-2021 performance period):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Long-Term Equity Awards Granted to the NEOs in Fiscal 2019
Pursuant to the terms of his offer of employment, on October 15, 2019, Mr. Gaffney received an award of restricted shares with a grant date value of $3,000,000. These restricted shares will vest in 3 installments – 60% on the first anniversary of the grant date, 20% on the second anniversary of the grant date and 20% on the third anniversary of the grant date, all contingent on his continued employment by Kohl’s on each vesting date.
In conjunction with her promotion to Senior Executive Vice President, Chief Financial Officer, on December 13, 2019, Ms. Timm received an award of restricted shares with a grant date value of $3,000,000, vesting in five equal annual installments on the first through fifth anniversaries of the grant date, all contingent on her continued employment by Kohl’s on each vesting date.
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 | |
business flights. Thistravel. The value of the personal use of the Company aircraft benefit increases the safety and efficiency of Ms. Gass’ travel.is limited to $250,000 per year. We believe these
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 | |
From time to time, our NEOs 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 our General Counsel and the Committee, and exceptions are granted by the Committee would grant exceptions to these requirements only in extraordinary circumstances.
All
Other Material Tax
| 62 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 focused on 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 is no longer 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.
| Kohl’s Corporation| 2023 Proxy Statement | | | 63 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
|
|
|
|
|
|
|
|
|
|
Name and Principal Position | Year | Salary | Bonus | Stock | Option | Non-Equity | Change in | All | Total |
Michelle Gass | 2019 | $1,426,250 | — | $7,250,009(4) | — | $ 0 | — | $ 307,133 | $8,983,392 |
Chief Executive Officer | 2018 | 1,400,000 | — | 7,249,982 | — | 3,500,000 | — | 190,463 | 12,340,445 |
| 2017 | 1,224,932 | — | 7,750,028 | — | 3,500,000 | — | 108,608 | 12,583,568 |
Jill Timm(5) | 2019 | $ 627,083 | — | $3,660,006(4) | — | $ 0 | — | $ 67,932 | $4,355,021 |
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
Doug Howe | 2019 | $ 974,969 | — | $1,750,029(4) | — | $ 0 | — | $ 330,731 | $3,055,729 |
Chief Merchandising Officer | 2018 | 672,917 | $ 250,000 | 5,749,963 | — | 1,900,000 | — | 122,747 | 8,695,627 |
Paul Gaffney(6) | 2019 | $ 300,000 | $ 750,000 | $3,624,974(4) | — | $ 880,000 | — | $ 70,469 | $5,625,443 |
Chief Technology Officer |
|
|
|
|
|
|
|
|
|
Marc Chini | 2019 | $ 750,000 | — | $1,250,032(4) | — | $ 0 | — | $ 604,302 | $2,604,334 |
Chief People Officer |
|
|
|
|
|
|
|
|
|
Bruce Besanko(7) | 2019 | $ 930,628 | — | $1,750,029(4) | — | $ 0 | — | $4,452,026 | $7,132,683 |
Former Chief Financial Officer | 2018 | 911,250 | — | 1,750,037 | — | 1,827,000 | — | 106,401 | 4,594,688 |
| 2017 | 506,250 | 250,000 | 5,749,980 | — | 1,800,000 | — | 117,671 | 8,423,901 |
Sona Chawla(8) | 2019 | $ 877,406 | — | $3,000,061(4) | — | $ 0 | — | $1,326,185 | $5,203,652 |
Former President | 2018 | 1,200,000 | — | 3,000,052 | — | 2,700,000 | — | 105,077 | 7,005,129 |
| 2017 | 1,154,099 | — | 4,750,021 | — | 2,700,000 | — | 107,612 | 8,711,732 |
| Name and Principal Position | | | Year | | | Salary ($) | | | 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 | | |
|
|
| | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | | | | | — | | | | | | — | | | | | | — | | |
|
|
|
|
|
|
|
|
| ||
| Amount Reported | Other Possible Amounts | ||||
(Target) | Minimum | Threshold | Maximum | |||
Michelle Gass | $4,350,015 | $0 | $1,631,256 | $10,875,038 | ||
Jill Timm | $ 395,991 | $0 | $ 148,497 | $ 989,978 | ||
Doug Howe | $1,050,014 | $0 | $ 393,755 | $ 2,625,035 | ||
Paul Gaffney | $ 374,980 | $0 | $ 140,618 | $ 937,451 | ||
Marc Chini | $ 750,021 | $0 | $ 281,258 | $ 1,875,052 | ||
Bruce Besanko | $1,050,014 | $0 | $ 393,755 | $ 2,625,035 | ||
Sona Chawla | $1,800,035 | $0 | $ 675,013 | $ 4,500,087 |
|
|
|
|
|
|
|
|
Name Our Payments Our Automobile Relocation Supplemental Utilization of Post-Employment Contractual Benefits(c) Total Michelle Gass $14,000 $15,466 $8,700 $21,477 — $50,000 $197,490 — $307,133 Jill Timm 10,771 14,161 — 18,000 — 25,000 — — 67,932 Doug Howe 14,000 13,402 29,490 20,070 $203,769 50,000 — — 330,731 Paul Gaffney — 1,994 — 6,750 36,725 25,000 — — 70,469 Marc Chini 9,375 12,898 1,000 18,000 538,029 25,000 — — 604,302 Bruce Besanko 14,000 13,559 15,250 21,111 330,349 50,000 — $4,007,757 4,452,026 Sona Chawla 14,000 18,691 6,960 9,534 — 50,000 — 1,227,000 1,326,185(9)
Contributions
to Executive
Officer’s
Defined
Contribution
Plan
Accounts
made by us
for Term
Life,
Long-Term
Disability
and
Accidental
Death and
Dismemberment
Insurance
Reimbursement
of Financial
Planning and
Tax Advice
Expenses
Expense
Allowance
and
Travel
Expense
Reimburse-
ment
Health Care
Coverage(a)
Company-
Owned
Aircraft(b)Name Our
Contribution
to Executive
Officer’s
Defined
Contribution
Plan
Accounts
($) 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
($) Relocation
and Travel
Expense
Reimbursement
($)
Health Care
Coverage(a)
($)
of
Company
Owned
Aircraft(b)
($)
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
|
|
|
|
Name Grant Estimated Future Payouts Estimated Future Payouts All All Other Exercise Grant Threshold Target Maximum Threshold Target Maximum Michelle Gass $0 $2,505,125 $3,578,750 — — — — — — — 03/25/2019 — — — 21,615 57,639 144,098 — — — $4,350,015 03/25/2019 — — — — — — 42,194 — — 2,899,994 Jill Timm $0 $641,758 $902,198 — — — — — — — 03/25/2019 — — — 1,968 5,247 13,118 — — — $ 395,991 03/25/2019 — — — — — — 3,841 — — 263,992 12/13/2019 — — — — — — 62,138 3,000,023(5) Doug Howe $0 $1,500,000 $2,000,000 — — — — — — — 03/25/2019 — — — 5,217 13,913 34,783 — — — $1,050,014 03/25/2019 — — — — — — 10,185 — — 700,015 Paul Gaffney $880,000 $880,000 $1,200,000 — — — — — — — 10/15/2019 — — — 2,561 6,829 17,073 — — — $ 374,980(6) 10/15/2019 — — — — — — 63,168 — — 3,249,994(6) Marc Chini $0 $825,000 $1,125,000 — — — — — — — 03/25/2019 — — — 3,727 9,938 24,845 — — — $ 750,021 03/25/2019 — — — — — — 7,275 — — 500,011 Bruce Besanko(7) $0 $1,401,081 $1,868,108 — — — — — — — 03/25/2019 — — — 5,217 13,913 34,783 — — — $1,050,014 03/25/2019 — — — — — — 10,185 — — 700,015 Sona Chawla(8) $0 $1,993,875 $2,760,750 — — — — — — — 03/25/2019 — — — 8,944 23,851 59,628 — — — $1,800,035 03/25/2019 — — — — — — 17,460 — — 1,200,02620192022
Under Non-Equity Incentive
Plan Awards(1)
Under Equity Incentive
Plan Awards(2)(3)
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise
or Base
Price of
Option
Awards
($/Sh)
Fair Value
of Equity
Awards(4)
($) Name Grant Date Threshold
($) Target
($) Maximum
($) Threshold
Target
Maximum
— — — — — — — — — — 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 — — 540,005 148,832 595,329 892,993 — — — — — — — 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 — — 1,999,998 147,721 590,885 886,327 — — — — — — — 03/28/2022 — — — 2,057 5,485 13,713 — — — 388,777 03/28/2022 — — — — — — 4,250 — — 259,208 09/15/2022 — — — — — — 69,735 — — 2,000,000 645,313 2,581,250 3,871,875 — — — — — — — 03/28/2022 — — — 23,967 63,911 159,778 — — — 4,530,012 03/28/2022 — — — — — — 49,516 — — 3,019,981 247,500 990,000 1,485,000 — — — — — — — 03/28/2022 — — — 4,286 11,428 28,570 — — — 810,017 03/28/2022 — — — — — — 8,854 — — 540,005 236,500 946,000 1,419,000 — — — — — — 03/28/2022 — — — 4,286 11,428 28,570 — — — 810,017 03/28/2022 — — — — — — 8,854 — — 540,005
Date
Under Non-Equity Incentive
Plan Awards(1)
Under Equity Incentive
Plan Awards(2)
Other
Stock
Awards:
Number
of
Shares
of Stock
or
Units(3)
Option
Awards:
Number
of
Securities
Under-
lying
Options
or Base
Price of
Option
Awards
($/Sh)
Date Fair
Value of
Equity
Awards(4)
|
|
| | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employment and Executive Compensation Agreements
• thewhich included:
• each executive shall receive anextended,
• the executives may be entitled to certain
We
The Committee believes these types of agreements remain important to both our executives and to the Company: the executives benefit from clarity of the terms of their employment and protection in certain events of termination, and Kohl’s benefits from nondisclosure and non-competition protection, which enhances our ability to retain the services of our executives.
| Kohl’s Corporation| 2023 Proxy Statement | | | 67 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| Stock Awards(1) | Equity Incentive Plan Awards(3) | ||||||
Number | Vesting Schedule | Market | Number | Vesting Schedule | Market | |||
Annual Award Vesting | Future Vesting Date(s) | Scheduled Vesting Date | Perfor- mance Period | |||||
Michelle Gass | 4,440 | 25% | March 28, 2020 | $ 189,810 | 208,045 | March 3, 2020 | 2017-2019 | $ 8,893,924(A) |
| 10,538 | 25% | March 27, 2020, 2021 | $ 450,500 | 163,687 | March 2021 | 2018-2020 | $ 6,997,619(M) |
| 28,568 | 25% | September 25, 2020, 2021 | $ 1,221,282 | 60,039 | March 2022 | 2019-2021 | $ 2,566,667(T) |
| 36,788 | 25% | March 26, 2020, 2021, 2022 | $ 1,572,687 |
|
|
|
|
| 43,951 | 25% | March 25, 2020, 2021, 2022, 2023 | $ 1,878,905 |
|
|
|
|
Jill Timm(4) | 676 | 20% | March 30, 2020 | $ 28,899 | 15,457 | March 2021 | 2018-2020 | $ 660,787(M) |
| 445 | 25% | March 28, 2020 | $ 19,024 | 5,466 | March 2022 | 2019-2021 | $ 233,672(T) |
| 2,802 | 20% | March 28, 2020, 2021 | $ 119,786 |
|
|
|
|
| 5,420 | 20% | March 27, 2020, 2021, 2022 | $ 231,705 |
|
|
|
|
| 4,141 | 20% | March 26, 2020, 2021, 2022, 2023 | $ 177,028 |
|
|
|
|
| 3,381 | 25% | May 15, 2020, 2021, 2022 | $ 144,538 |
|
|
|
|
| 11,607 | 20% | May 15, 2020, 2021, 2022, 2023 | $ 496,199 |
|
|
|
|
| 4,001 | 25% | March 25, 2020, 2021, 2022, 2023 | $ 171,043 |
|
|
|
|
| 62,138 | 20% | December 13, 2020, 2021, 2022, 2023, 2024 | $ 2,656,400 |
|
|
|
|
Doug Howe | 38,550 | 33% | June 15, 2020, 2021 | $ 1,648,013 | 33,315 | March 2021 | 2018-2020 | $ 1,424,216(M) |
| 7,590 | 25% | June 15, 2020, 2021, 2022 | $ 324,473 | 14,493 | March 2022 | 2019-2021 | $ 619,576(T) |
| 10,610 | 25% | March 25, 2020, 2021, 2022, 2023 | $ 453,578 |
|
|
|
|
Paul Gaffney(5) | 59,079 |
| October 15, 2020, 2021, 2022(6) | $ 2,525,627 | 6,920 | March 2022 | 2019-2021 | $ 295,830(T) |
| 4,924 | 25% | October 15, 2020, 2021, 2022, 2023 | $ 210,501 |
|
|
|
|
Marc Chini | 3,220 | 25% | December 14, 2020, 2021, 2022 | $ 137,655 | 13,940 | March 2021 | 2018-2020 | $ 595,935(M) |
| 17,170 |
| December 14, 2020, 2021(7) | $ 734,018 | 10,352 | March 2022 | 2019-2021 | $ 442,548(T) |
| 7,578 | 25% | March 25, 2020, 2021, 2022, 2023 | $ 323,960 |
|
|
|
|
Bruce Besanko(8) |
|
|
|
| 52,750 | March 3, 2020 | 2017-2019 | $ 2,255,063(A) |
Sona Chawla(9) |
|
|
|
| 59,247 | March 3, 2020 | 2017-2019 | $ 2,532,809(A) |
|
|
|
|
| 60,209 | March 2021 | 2018-2020 | $ 2,573,935(M) |
|
|
|
|
| 13,804 | March 2022 | 2019-2021 | $ 590,121(T) |
| | | | 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 | | | | | | | | | | | | | | | | | | | | |
|
| | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
|
|
|
|
|
|
|
|
|
|
(7)Award vests 30% in 2020 and 20% in 2021.
|
|
|
|
|
|
| | | | 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 | | |
|
|
|
|
|
| Option Awards | Stock Awards | ||
Name | Number of | Value | Number of | Value |
Michelle Gass | — | — | 67,785 | $4,322,238 |
Jill Timm | — | — | 21,060 | $1,403,374 |
Doug Howe | — | — | 21,234 | $1,013,821 |
Paul Gaffney | — | — | — | — |
Marc Chini | — | — | 18,242 | $881,308 |
Bruce Besanko | — | — | 103,743 | $4,628,027 |
Sona Chawla | — | — | 149,662 | $8,225,091 |
|
|
|
|
| Kohl’s Corporation| 2023 Proxy Statement | | | 69 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| Name | | | Executive Contributions in Last FY(1) ($) | | | 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 | | |
|
|
|
|
|
|
Name | Executive | Registrant | Aggregate | Aggregate | Aggregate |
Michelle Gass | — | — | — | — | — |
Jill Timm | — | — | — | — | — |
Doug Howe | — | — | — | — | — |
Paul Gaffney | — | — | — | — | — |
Marc Chini | — | — | — | — | — |
Bruce Besanko | $110,305 | — | $ 18,386 | — | $220,965 |
Sona Chawla | — | — | — | — | — |
|
|
|
|
Benefits Under Employment Agreement
Ms. Gass
If her employment is terminated by us for cause, due to our non-renewalKohl’s. As of her employment agreement, or if she voluntarily resigns, she will not receive any severance payments;
If her employment is terminated either upon death or disability:
she or her estatethe end of Fiscal 2022, Mr. Kingsbury held one outstanding restricted stock award granted in his role of director and one restricted stock unit award granted in his role as CEO. He is entitled to receivethe following benefits upon his termination of employment and/or service as a pro rata bonus for the current fiscal year, determined on the basisdirector under each award as described below.
shebelow) prior to vesting, he shall immediately forfeit his restricted stock award.
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 until she becomes eligible for such benefits with a new employer.
If shecontrol, he (i) terminates employment asor service due to a resultmandatory relocation of more than fifty miles from his principal work location or a material reduction in her job statusthe executive’ s title or scope of responsibilities (i.e., for “good reason”),organizational reporting level, 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 the following severance benefits:
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 aggregatehis 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(“good reason”) 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 eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits until she becomes eligible for such benefits withno longer serves as either CEO or a new employer; and
outplacement services of up to $20,000.
If, within the three months precedingdirector or one year following a “change of control” of Kohl’s (as defined in the agreement) Ms. Gass’ 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; and
outplacement services of up to $20,000.
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 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 restricted stock awarded to Ms. Gass 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 she 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(ii) is terminated without cause. Thiscause and no longer serves as either CEO or a director. Additionally, if his restricted stock unit award 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 “changechange 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. Gass 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 Ms. Gass, 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. Upon her death while employed by us or her termination due to disability, all of her outstanding restricted stock would immediately vest.
Pursuant to the terms of our performance share unit award agreements, upon termination of Ms. Gass’ employment due to a disability, she it 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 retirement would need to be approved as a retirement by the Committee in its discretion at the time of such retirement), she 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 she was employed during the performance period. If her employment is terminated upon her death, such performance share units shall vest at the target amount.
Non-Contractual Benefit Upon Retirement
In addition to Ms. Gass’ contractual benefits, upon her retirement (i.e., age 55 and ten years of service), 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.
immediately.
| 70 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
change of control,” the acquiring or surviving company would have assumed the outstanding equity awards made 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 | | |
| Voluntary | Involuntary | Termination by by Kohl’s | Termination by | Termination | Death |
|
|
|
|
|
|
|
Severance Payment — Salary Continuation
| —
| —
| $4,151,350
| $4,151,350
| $715,750
| $715,750
|
|
|
|
|
|
|
|
Severance Payment — Bonus Payments
| —
| —
| $ 2,444,983
| $ 7,090,452
| —
| —
|
|
|
|
|
|
|
|
Pro Rated Bonus(1)
| —
| —
| $0
| $ 2,444,983
| $ 2,444,983
| $ 2,444,983
|
|
|
|
|
|
|
|
Outplacement
| —
| —
| $ 20,000
| $ 20,000
| —
| —
|
|
|
|
|
|
|
|
Value of Accelerated Restricted Stock(2)
| —
| —
| $ 4,843,457
| $ 5,313,184
| $ 5,313,184
| $ 5,313,184
|
|
|
|
|
|
|
|
Value of Accelerated Performance Share Units(3)
| —
| —
| —
| $9,812,707
| $18,458,210
| $9,812,707
|
|
|
|
|
|
|
|
TOTAL
| —
| —
| $11,459,791
| $28,832,676
| $26,932,127
| $18,286,624
|
|
|
|
|
|
|
Employment Agreement
Mr. Howe is party to an employment agreement which provides the following payments and other benefits upon his termination of employment orMr. Kingsbury’s position as both CEO and a director. Here, the value of restricted stock units that would accelerate includes dividend equivalents payable in additional shares that would be earned 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, determined on the basissettlement 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;
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 the executive’s 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 that he (or his eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits until he becomes eligible for such benefits with a new employer.
If he terminates employment as a result of a material reduction in his title, organizational reporting level or base salary (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 the following severance benefits:
a pro rata bonus for the current fiscal year, determinedgrant based 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 until he becomes eligible for such benefits with a new employer; 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. Howe’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; and
outplacement services of up to $20,000.
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 ofdividend activity between the date of 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
In addition, for any restricted stock awarded to Mr. Howe, 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. Upon his death while employed by us or his termination due to disability, all outstanding restricted stock would immediately vest.
Pursuant to the terms of our performance share unit award agreements awarded to Mr. Howe, upon termination of the executive’s employment due to a disability, he 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 the executive’s 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.
Non-Contractual Benefit Upon Retirement
In addition to Mr. Howe’s contractual benefits, upon his retirement (i.e., age 55 and ten years of service), 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. Howe
The following table shows the potential payments to Mr. Howe upon termination of his employment. Other parameters of the potential benefit summary are identical to those described above for Ms. Gass.
| Voluntary | Involuntary | Termination by by Kohl’s | Termination by | Termination | Death |
|
|
|
|
|
|
|
Severance Payment — Salary Continuation
| —
| —
| $2,900,000
| $2,900,000
| $500,000
| $500,000
|
Severance Payment — Bonus Payments
| —
| —
| $633,333
| $1,836,667
| —
| —
|
|
|
|
|
|
|
|
Pro Rated Bonus(1)
| —
| —
| $0
| $633,333
| $633,333
| $633,333
|
|
|
|
|
|
|
|
Outplacement
| —
| —
| $ 20,000
| $ 20,000
| —
| —
|
|
|
|
|
|
|
|
Value of Accelerated Restricted Stock(2)
| —
| —
| $2,312,668
| $2,426,063
| $2,426,063
| $2,426,063
|
|
|
|
|
|
|
|
Value of Accelerated Performance Share Units(3)
| —
| —
| —
| $ 1,189,262
| $2,043,792
| $1,189,262
|
|
|
|
|
|
|
|
TOTAL
| —
| —
| $5,866,601
| $9,005,325
| $5,603,188
| $4,748,658
|
|
|
|
|
|
|
Messrs. Chini and Gaffney, and Ms. Timm
Executive Compensation Agreements
Messrs.
DEATH OR DISABILITY
the executive or the executive’s estate is entitled to receive 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; and
the executive or the executive’s estate is entitled to receive severance in the amount of one half of the executive’s then annual base salary, payable over six months in the event of the executive’s disability or one year in the event of the executive’s death, and over six months in the event of the executive’s disability.
If the executive terminates employment as a result of a mandatory relocation of more than fifty miles from the executive’s principal work location or a material reduction in the executive’s title,
| Kohl’s Corporation| 2023 Proxy Statement | | | 71 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
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;
■
forform executive compensation agreement in place at the time the executives became party to their current agreements) provide that any restricted stock awarded to the executives after the date of their current executive compensation agreements any restricted stock that would have vested during the two-year period following termination of the executive’s employment will vest;
■
■
If, within fifteen months following a “changechange of control”control of Kohl’s (as defined in the executive’s agreement), the executive’s employment is terminated by us without cause during the term of the agreement or by the executive for “good reason”,reason,” the executive will be entitled to the following severance benefits:
a severance payment equal to two times the sum of:
two times ■
■
■
■
If the executive voluntarily terminates employment due to retirement (i.e.,(here, for purposes of the executive compensation agreements, age 55 and ten years of service), the executive will be entitled to receive 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. As of the end of Fiscal 2019, Messrs.2022, Mses. Mc Feeney, Raymond and Timm and Mr. Chini and Gaffney and Ms. Timm were not eligible for retirement.
None ofIn all cases, our obligation to pay severance under the executive compensation agreements provideis contingent upon the executive’s execution of a tax gross up.
Following an executive’s termination,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 executive compensation agreementagreements may not be payable until the six-month anniversary of the date of termination.
In As is the case with all cases,of our obligation to pay severance is contingent upon an executive’s execution ofexecutive compensation agreements, neither executive compensation agreement provides a general release of claims against us.
For
| 72 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
In addition, for any restricted stock awarded to Ms. Timm prior to the date of her executive compensation agreement, if sheRaymond terminates employment for “good reason” or if we terminate herthe executive’s employment without cause, theany restricted stock awarded before the date of the executive’s executive compensation agreement that would have vested during the two-yearone-year period following termination of her employment will vest. For any restricted stock awarded to Mr. Chini prior to the date of his executive compensation agreement, if he terminates employment for “good reason” or if we terminate his employment without cause, the restricted stock that would have vested during the three-year period following termination of his employment will vest. For any restricted stock awarded to the executives after the date of their current executive compensation agreements, the restricted stock will vest under the executive’s executive compensation agreement as described above in the eventimmediately.
Pursuant to the terms of our performance share unit award agreements awarded to the executives, upon termination of the executive’s employment due to a disability,units will immediately vest. Additionally, the executive will vest in the actual number of outstanding performance share units that are earned at the end of the performance period. If the executive’s employment is terminated due to death, all outstanding performance share units will vest at the target amount.
end of the performance period. As of the end of Fiscal 2022, Mses. Mc Feeney, Raymond, and Timm and Mr. Chini were not Retirement Eligible and the Committee had not approved a retirement for any of the executives. However, Mr. Chini will become Retirement Eligible in 2023 as a result of his transition arrangement, described in further detail in the section below captioned “Mr. Chini’s Transition and Retirement.”
| Kohl’s Corporation| 2023 Proxy Statement | | | 73 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| Potential Payments to Ms. Timm | | | Voluntary Termination by Executive ($) | | | Involuntary Termination by Kohl’s With Cause ($) | | | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($) | | | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($) | | | Termination Due to Disability ($) | | | Death ($) | | ||||||||||||||||||
| Severance Payment | | | | | — | | | | | | — | | | | | | 1,800,000 | | | | | | 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 | | |
| 74 | | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
| Voluntary | Involuntary | Termination by | Termination by | Termination | Death |
|
|
|
|
|
|
|
Severance Payment | —
| —
| $1,500,000
| $1,585,274
| $375,000
| $375,000
|
|
|
|
|
|
|
|
Pro Rated Bonus(1)
| —
| —
| $0
| —
| $0
| $0
|
|
|
|
|
|
|
|
Health Care Continuation | —
| —
| $17,488 | $17,488 | —
| —
|
Outplacement
| —
| —
| $20,000
| $20,000
| —
| —
|
|
|
|
|
|
|
|
Value of Accelerated Restricted Stock(2)
| —
| —
| $1,114,642
| $1,195,632
| $ 1,195,632
| $1,195,632
|
|
|
|
|
|
|
|
Value of Accelerated Performance Share Units(3)
| —
| —
| —
| $680,922
| $1,038,483
| $680,922
|
|
|
|
|
|
|
|
TOTAL
| —
| —
| $2,652,130
| $3,499,316
| $2,609,115
| $2,251,554
|
| Potential Payments to Mr. Chini | | | Voluntary Termination by Executive ($) | | | 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 | | |
|
Kohl’s Corporation| 2023 Proxy Statement | | | 75 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
|
| | | 2023 Proxy Statement |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
|
|
Summary—Summary — Mr. GaffneyMr. GaffneyMs. Raymond upon termination of his her
| Voluntary | Involuntary | Termination by | Termination by | Termination | Death |
|
|
|
|
|
|
|
Severance Payment | —
| —
| $1,600,000
| $1,600,000
| $400,000
| $400,000
|
|
|
|
|
|
|
|
Pro Rated Bonus(1)
| —
| —
| $880,000
| —
| $880,000
| $880,000
|
|
|
|
|
|
|
|
Health Care Continuation | —
| —
| $14,488 | $14,488 | —
| —
|
Outplacement
| —
| —
| $20,000
| $20,000
| —
| —
|
|
|
|
|
|
|
|
Value of Accelerated Restricted Stock(2)
| —
| —
| $2,125,752
| $ 2,736,128
| $2,736,128
| $2,736,128
|
|
|
|
|
|
|
|
Value of Accelerated Performance Share Units(3)
| —
| —
| —
| $ 295,830
| $295,830
| $295,830
|
|
|
|
|
|
|
|
TOTAL
| —
| —
| $4,640,240
| $4,666,446
| $4,311,958
| $4,311,958
|
| Potential Payments to Ms. Raymond | | | Voluntary Termination by Executive ($) | | | 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 | |
|
|
|
|
underlying grant.
Potential Benefit Summary — Summary—
Ms. Timm
Mc Feeney
| Voluntary | Involuntary | Termination by | Termination by | Termination | Death |
|
|
|
|
|
|
|
Severance Payment | —
| —
| $1,600,000
| $1,929,470
| $400,000
| $400,000
|
|
|
|
|
|
|
|
Pro Rated Bonus(1)
| —
| —
| $0
| —
| $ 0
| $0
|
|
|
|
|
|
|
|
Health Care Continuation | —
| —
| $20,007 | $20,007 | —
| —
|
Outplacement
| —
| —
| $20,000
| $20,000
| —
| —
|
|
|
|
|
|
|
|
Value of Accelerated Restricted Stock(2)
| —
| —
| $1,875,587
| $4,044,620
| $4,015,721
| $4,015,721
|
|
|
|
|
|
|
|
Value of Accelerated Performance Share Units(3)
| —
| —
| —
| $ 497,995
| $894,459
| $ 497,995
|
|
|
|
|
|
|
|
TOTAL
| —
| —
| $3,515,593
| $6,512,092
| $5,310,180
| $4,913,716
|
|
|
|
|
| Potential Payments to Ms. Mc Feeney | | | Voluntary Termination by Executive ($) | | | 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 | | |
|
|
Mr. Besanko
Employment Agreement
| 78 | | | 2023 Proxy Statement �� |Kohl’s Corporation | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Compensation | |
a severance payment equal $4,007,757;
■
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 executive’s eligible dependents in the event of death) reimburses us for all premiums paid for such retiree health insurance benefits until he becomes eligible for such benefits with a new employer;
accelerated vesting of all unvested restricted shares and restricted stock units that would have vested during the three-year period following Mr. Besanko’sMr.Revelle’s termination, which was 50,42241,580 shares, valued at $42.75$40.20 (the January 31, 2020June 1, 2022 closing price of our common stock on the New York Stock Exchange) for a total value of $2,155,541;$1,672,629; and
■
a severance payment equal to ■ accelerated vesting of all unvested restricted shares and restricted stock units that would have vested during the 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. Audit Fiscal 2019 Fiscal 2018 Audit Fees $1,910,571 $1,866,519 Audit-Related Fees 31,580 185,000 Tax Fees 951,274 869,500 All Other Fees — — Total $2,893,425 $2,921,019 matters.BesankoRevelle is prohibited from competing with us for a period of one year following his terminationdeparture effective as of FebruaryJune 1, 2020.2022. Our obligation to pay the benefits described above was contingent upon Mr. Besanko’sRevelle’s execution of a general release of claims against us, which he executed.Ms. ChawlaEmployment Agreementamended and restated employmentexecutive compensation agreement with Ms. ChawlaMr. Gaffney that provided for certainherhis termination after October 1, 2019.of employment, as previously disclosed in past proxy statements. As previously announced, Ms. Chawla terminated employmentMr. Gaffney departed from Kohl’s effective on October 18, 2019.August 1, 2022. The payments and other benefits that became payable to Ms. ChawlaMr. Gaffney under herhis agreement upon her terminationhis departure were as follows:the amount of her base salary for one year, or $1,227,000;20192022 as that amount was equal to $0 based on company performance as described above;she and her spouse and eligible dependents were provided termination health care coverage until February 29, 2020, under our health insurance plan and supplemental executive medical plan, for which Ms. Chawla reimbursed us for all premiums paid for such health insurance benefits;one-yeartwo-year period following Ms. Chawla’sMr. Gaffney’s termination, which was 70,33339,444, shares, valued at $51.06$29.49 (the closing price of our common stock on the New York Stock Exchange for the day prior to Ms. Chawla’s termination) for a total value of $3,591,203; andcontinued vesting in the prorated portion of the actual number of performance share units that would be earned at the end of each performance period for outstanding performance share unit awards as of the date of Ms. Chawla’s termination of employment based on the number of months she was employed during each applicable performance period, but with an additional twelve months of proration credit, which is estimated to result in 133,260 shares (estimated at actual performance for the 2017 award, maximum performance for the 2018 award, and target performance for the 2019 award), valued at $42.75 (the January 31, 2020August 1, 2022 closing price of our common stock on the New York Stock Exchange) for a total value of $5,696,865. The actual number$1,163,212;shares earned as up to $20,000; andresult of the continued vesting of her performance share units may be materially lower or higher based on the Company’s future performance and the number of shares earned under the 2018 and 2019 awards. The actual value may also fluctuate based on the Company’s stock price.health insurance continuation benefit equal to $847.45/month for up to two years following Mr. Gaffney’s departure.herhis agreement, Ms. ChawlaMr. Gaffney is prohibited from competing with us for a period of one year following her terminationhis departure effective as of October 18, 2019.August 1, 2022. Our obligation to pay the benefits described above was contingent upon Ms. Chawla’sMr. Gaffney’s execution of a general release of claims against us, which shehe executed. 79 Executive Compensation Pay RatioIn accordance with SEC rules and including all full-time, part-time, seasonal and temporary employees, aspay ratioFebruary 1, 2020,our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer. As of January 28, 2023, the median Kohl’s employee was calculated to be a part-time store associate. When we calculated our median employee, we used a measurement date of February 1, 2020 and foundWe identified our median employee by reviewing the Form W-2 wages of all full-time, part-time, seasonal, and temporary employees as of that date. There have been no changes to the employee population or employee compensation arrangements since that timeJanuary 28, 2023, that Kohl’s believes would significantly impact the pay ratio disclosure. After applying summarytable rules,provided to each of Mr. Kingsbury and Ms. Gass during the time each served as CEO and combined those figures.that median employeefiscal 2022 was $13,461,959, as reported in 2019 was $9,738. Kohl’s CEOthe Summary Compensation Table of this proxy statement. The fiscal 2022 annual total compensation for 2019,our median employee was $12,819, as disclosed indetermined under the summary compensation table, was $8,983,392, which results in aSummary Compensation Table rules. The ratio of 923:our CEO and interim CEO combined annual total compensation to our median employee’s annual total compensation for fiscal 2022 is 1,050:1. This information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
($)
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers(2)(3)
($) Value of Initial
Fixed $100 Investment
Based on: Summary
Compensation
Table Total for
First PEO
($) Summary
Compensation
Table Total for
Second PEO
($)
Actually Paid to
First PEO(2)(3)
($)
Actually Paid to
Second PEO(2)(3)
($)
Shareholder
Return(4)
($)
Total
Shareholder
Return(5)
($)
Income
(Loss)(6)
($)
Sales(6)(7)
($) 2022 9,034,094 4,427,865 (57,026,989)(8) 4,710,588(8) 3,420,060 (3,655,769)(8) 82.19 123.99 (19) 17,161 2021 12,924,834 — 34,227,502(9) — 4,016,239 8,475,219(9) 148.59 149.72 938 18,471 2020 12,855,375 — 31,770,487(10) — 3,836,246 7,644,846(10) 106.88 �� 141.39 (163) 15,031 Year First PEO Second PEO Non-PEOs 2022 Ms. Gass Mr. Kingsbury Ms. Timm, Mr. Chini, Ms. Mc Feeney, Ms. Raymond, Mr. Gaffney, Mr. Revelle 2021 Ms. Gass N/A Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Gaffney 2020 Ms. Gass N/A Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Kelroy 80 Executive Compensation Adjustments to Determine 2022 Compensation “Actually Paid” First PEO
($) 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 282,723 Actual Compensation Actually Paid for Fiscal Year 2022 4,710,588 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 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 Executive Compensation 83 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 Security Ownership of Certain Beneficial Owners, Directors, and Management 85 Audit Matters
THE APPOINTMENT
OF OUR INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM 86 Audit Matters ourthe independent registered public accounting firm each have different roles and responsibilities with respect to ourKohl’s financial statements and internal control over financial reporting.ourKohl’s financial reporting process on behalf of the Board of Directors and is directly responsible for the compensation, appointment, retention, and oversight of ourthe independent registered public accounting firm. As part of this process, the Audit Committee is directly involved in the selection ofselecting the independent registered public accounting firm’s lead engagement partner, and periodically considers whether a rotation of the independent registered public accounting firm is recommended. Theadvisable. At this time, the Audit Committee has determined that a policy requiring periodic rotation of ourthe independent registered public accounting firm would not be in shareholders’ best interestsinterests. Pursuant to its charter, the Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, has direct access to the independent registered public accounting firm and any Kohl’s employees, and has the ability to retain, at this time. company expense, special legal, accounting, or other consultants or experts as it deems necessary in the performance of its duties.ourKohl’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used. Management is also responsible for objectively reviewing, evaluating, and testing ourKohl’s system of internal controls, and reportsfor reporting to the Audit Committee on any deficiencies found. Ourour Kohl’sourKohl’s internal control over financial reporting. Under its written charter, the Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, has direct access to our independent registered public accounting firm as well as any of our employees, and has the ability to retain, at our expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.ourKohl’s audited financial statements with management and Ernst & Young. The Audit Committee has also discussed and reviewed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board’sBoard (“PCAOB’s”PCAOB”) and the SEC. This review included a discussion of the quality of Kohl’s accounting principles, the selection of and modification to significant accounting policies, the reasonableness of estimates, and the disclosures in Kohl’s financial statements and the notes thereto. In addition, the Audit Committee obtained from Ernst & Young the written disclosures and the letter required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence). The Audit Committee discussed with Ernst & Young any relationships that may impact theiraffect that firm’s objectivity and independence, and also considered whether the provision of non-audit services by Ernst & Young is compatible with maintaining their independence, and hasis satisfied itself with respect to Ernst & Young’s independence.has approved, that the audited financial statements be included in the Annual Report on Form 10-K for the year ended February 1, 2020January 28, 2023, for filing with the Commission. Stephanie A.
Streeter, Chair Michael J.
Bender Yael
Cosset Christine
Day Margaret L.
Jenkins Robbin
Mitchell 87 Committee:Stephanie A. Streeter, ChairMichael J. BenderH. Charles FloydJohn SchlifskeAdrianne ShapiraStephen E. Watson RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Audit Committee has selected Ernst & Young as our and our subsidiaries’ independent registered public accounting firm for fiscal 2020 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 2020 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 2020. 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.20192022 and fiscal 2018:2021: 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 Audit Fees. 20182021 audit and 20192022 audits.Audit-Related Fees. for consultations related to the adoption of ASC 842, Leases.Tax Fees. due diligence work.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-approvalChairmanChair of the Audit Committee. The Audit Committee periodically monitors the services rendered and negotiates or approves all services by and fees paid to the independent registered public accounting firm to ensure such services are within the parameters approved. All of the services, if any, described under the headings “Audit-Related Fees,“Audit-related fees,” “Tax Fees”fees,” and “All Other Fees”other fees�� were approved by the Audit Committee. 88 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
Milwaukee, Wisconsin
P.O. Box 64854
St. Paul, Minnesota 55164-0854
(800) 468-9716
filings with the SEC, upcoming events and
other investor information, please visit our
website at Corporate.Kohls.com BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS AVOTE FOR THE RATIFICATION OF THE APPOINTMENTOF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVEOFFICERSWe 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. Our shareholders have consistently shown strong support for our NEO compensation, including a vote of more than 88% of the votes cast by our shareholders in favor of approving this compensation last year. This vote is held annually 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; andPromoting 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 AVOTE FOR APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVEOFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.SHAREHOLDER PROPOSAL: SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENTThe 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 - Right to Act by Written ConsentShareholders 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 give shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any appropriate topic for written consent.Hundreds of major companies enable shareholder action by written consent. 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. This proposal topic might have received a still higher vote than 67% at Allstate and Sprint if more shareholders had access to independent corporate governance data and recommendations.The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. This seems to be the conclusion of the Intel Corporation (INTC) shareholder vote at the 2019 Intel annual meeting.The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it easier for shareholders to call a special meeting. However Intel shareholders responded with greater support for written consent in 2019 compared to 2018.Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director.This is important to consider after the number of 2019 negative votes in regard to Kohl's executive pay. 12% of shares voted against Kohl's executive pay in 2019 when normally only 5% of shares vote against.Adoption of written consent might incentivize our combined Chairman/CEO Frank Sica to perform better. Mr. Sica was rejected by 10% of shares in 2019. And Lead Director, Stephen Watson received the second highest 2019 negative votes for a director.Written consent won 44%-support at Capital One Financial Corporation (COF) in 2018 and this increased to 56% support in 2019. Written consent won 47%-support at United Rentals, Inc. (URI) in 2018 and this increased to 51%-support in 2019. Written consent won 43%-support at Flowserve Corporation (FLS) in 2018 and this increased to 51%-support in 2019.Please vote yes:Right to Act by Written Consent - Proposal 4STATEMENT OF THE BOARD OF DIRECTORS INOPPOSITION TO THIS SHAREHOLDER PROPOSALThe Board of Directors recommends that shareholders vote AGAINST this shareholder proposal because it is unnecessary in light of Kohl’s robust corporate governance processes, including shareholders’ right to call special meetings at a 10% threshold, and it contradicts shareholders’ opinions expressed in a prior vote.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. Kohl’s already allows holders of as little as 10% of Kohl’s stock to call for a special shareholder meeting. Additionally, Kohl’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 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:1.All shareholders have the opportunity to express their views and otherwise engage in dialogue regarding proposed actions, as well as participate in the shareholder vote.2.Special meetings follow a structured and orderly process, and occur at a time and date that is announced publicly in advance of the meeting.3.Having significant issues presented at annual or special meetings of shareholders allow shareholders to raise matters for consideration by the company while protecting all shareholders’ interests in receiving advanced notice of, having time to consider and having an opportunity to make informed voting decisions on proposed actions affecting Kohl’s.4.Action by written consent, as presented by this proposal, would permit subsets of Kohl’s shareholders to use the written consent procedure at any time and as frequently as they choose to act on a variety of potentially significant matters, conceivably without notice to all shareholders until after the action has been approved, and without a meeting or other forum at which all shareholders have a fair and equal opportunity to provide input on the decisions.5.The written consent process, as proposed, may cause confusion and disruption, and permits fundamental corporate changes that cater to narrow or short-term interests. Multiple shareholder groups could solicit multiple written consents simultaneously, some of which may be duplicative or contradictory. The proposal could also allow special interests or short-term investors, who do not owe a fiduciary duty to the shareholders, to bypass the existing procedural protections and marginalize smaller shareholders.The Board believes that Kohl’s strong existing corporate governance processes make adoption of this proposal unnecessary. Our practices and policies, which enhance Board accountability, include:1.Our shareholders’ right to call special meetings at a 10% threshold;2.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;3.Our independent chairmanship (in contradiction to the erroneous reference to a “combined chairman/CEO” in this shareholder’s proposal, which is not accurate);4.Annual election of all directors;5.A majority vote standard in uncontested director elections;6.No super-majority vote requirements;7.No poison pill/shareholder rights plan provisions; and8.Our shareholders’ right to directly communicate with and raise concerns to the Board or an individual director.It is for these reasons we believe a previous similar shareholder proposal was defeated by a wide margin. Kohl’s’ shareholders were previously asked in 2018 to vote on a similar proposal for a shareholder right to act by written consent, and the proposal received less than 12% of the votes cast, which clearly demonstrates shareholder confidence in Kohl’s existing corporate governance processes. FOR THE ABOVE REASONS, AND IN RECOGNITION OF THE RESOUNDING DEFEAT OF A PRIOR SIMILAR SHAREHOLDER PROPOSAL, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE ADOPTION OF THIS SHAREHOLDER PROPOSAL.SHAREHOLDER PROPOSAL: ADOPTION OF AN ANIMAL WELFARE POLICYThe following shareholder proposal was submitted by The Rose Foundation, c/o Harrington Investments, Inc., 1001 2nd Street, Suite 325, Napa, California 94559 (the “Proponent”). The Proponent claims to beneficially own at least $2,000 worth 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.Congruency between Operations and Company Values: Adopt an Animal Welfare PolicyWhereas, Chief Executive Officer Michelle Gass claims,“We hold ourselves and our business partners to the highest standards to ensure ethics and safety remain at the forefront of all of our business decisions… we make a conscious effort to protect and conserve the environment through our long-term sustainability efforts.”Whereas, KSS has issued statements and/ or policies ensuring that “Company values” and “ethics” are enforced throughout our supply chain, including the use of Uzbekistan cotton, labor rights, conflict minerals, deforestation, responsible/ ethical sourcing, but animal welfare is not mentioned;Whereas, extending a universal and comprehensive policy applying to all our Company’s stores’ merchandise associated with animal cruelty would not only create consistency between ‘company values’ and company practices, it would enhance Company and shareholder value;However, there is no policy in place to uphold these alleged values – no statement exists regarding animal welfare and animal welfare is absent from governance documents;Whereas, consumers also increasingly favor competitors with animal welfare policies – recently, numerous companies and designers have opted for more humane, ethical approaches regarding animal welfare. Macy’s and Bloomingdale’s announced their departure from fur by the end of 2020. Macy’s Chairman and chief executive officer said: “We have been closely following consumer and brand trends, listening to our customers, and researching alternatives to fur. We have listened to our colleagues… we have met regularly on this topic with the Humane Society... Macy’s private brands are already fur free, so expanding this practice to across all Macy’s is the natural next step.”Whereas, over a dozen countries have passed laws enhancing animal welfare – with many more pending – further emphasizing the growing disapproval regarding animal cruelty;Whereas, whether Kohl’s voluntarily adopts a comprehensive animal welfare policy, laws may soon require eliminating cruelly sourced animal products. Rather than be perceived as an out dated retailer, taking proactive steps in response to trends and consumer preference would enhance Kohl’s image, Company and shareholder value;Whereas, there seems to be a lack of congruency between our Company’s so called “values” and the absence of any animal welfare policy in Kohl’s supply chain ethical policy;Whereas, our Company may be viewed as a laggard regarding animal welfare and ensuring the safe, humane and ethical treatment of animals throughout Kohl’s supply chain;Whereas, Kohl’s two thousand nineteen Corporate Social Responsibility Report never mentions animal welfare;BE IT, THEREFORE, RESOLVED: Shareholders request that Kohl’s adopt a vendor policy regarding oversight on animal welfare throughout the supply chain.Supporting StatementBy adopting a vendor policy pertaining to ensuring the humane and ethical treatment of animals throughout the supply chain, it will enhance shareholder and Company value and avoid the potential financial risk of losing customers who would otherwise prefer retailers with animal welfare policies.STATEMENT OF THE BOARD OF DIRECTORS IN
OPPOSITION TO THIS SHAREHOLDER PROPOSALThe Board of Directors recommends that shareholders vote AGAINST this shareholder proposal because it would not enhance shareholder value, would not be in the best interests of Kohl’s and its shareholders, and contradicts shareholders’ opinions expressed in three prior votes.Kohl’s stringent processes and procedures ensure that all of the merchandise Kohl’s sells has been manufactured, packaged, labeled, tagged, packed, advertised, sold, invoiced and transported in full compliance with all applicable laws. Kohl’s takes additional, deliberate steps in the purchase of certain products to provide greater oversight of our vendors to drive greater vendor accountability. For example, as it relates to fur, the purchase terms under which Kohl’s acquires merchandise from our vendors, require that merchandise be free of any real animal fur unless expressly requested and authorized by Kohl’s in writing. Kohl’s has not provided such written authorization to any vendor. Furthermore, Kohl’s purchase terms currently, and historically, require vendors to comply with all laws in their production of merchandise for resale by Kohl’s, including any laws that relate to animal welfare. Kohl’s is a recognized industry leader in defining and advancing ethical practices. Specific statements made in this shareholder proposal are disingenuous, unsupportable and in direct contradiction to the positive actions Kohl’s takes to support the communities it serves and the recognition it has received in return. For example, Kohl's was named for the second consecutive year to the Dow Jones Sustainability Index (“DJSI”) in Fall 2019 and again named in early Spring 2020 as one of the top 100 most sustainable companies by Barron’s in recognition of Kohl’s ongoing commitment to sustainability efforts. Also for a second time, Kohl’s was named in 2020 as one of the world’s most ethical companies by Ethisphere, among other similar accolades awarded to companies that strive to influence positive change. We believe that these recognitions demonstrate why our customers have placed trust in Kohl’s to source our merchandise and conduct our business in accordance with our values and ethics.It is for these reasons we believe previous similar shareholder proposals were defeated by a wide margin. Kohl’s’ shareholders have three times previously been asked to vote on animal rights-related proposals, including a proposal last year that also sought a policy related to animal welfare. All three proposals each received less than 7% of the votes cast, which clearly demonstrates shareholder confidence in Kohl’s existing processes, procedures and product selection process.FOR THE ABOVE REASONS, AND IN RECOGNITION OF THE RESOUNDING DEFEAT OF PRIOR SIMILAR SHAREHOLDER PROPOSALS, 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 2019 AS FILED WITH THE COMMISSION IS POSTED ON OUR CORPORATE WEBSITE AT https://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.By Order of the Board of DirectorsJason J. Kelroy,SecretaryMenomonee Falls, WisconsinMarch 26, 2020Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY D02697-P32437 ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! KOHL'S CORPORATION N56 W17000 RIDGEWOOD DRIVE MENOMONEE FALLS, WI 53051 1a. Michael Bender 1b. Peter Boneparth 1c. Steven A. Burd 1d. Yael Cosset 1g. Jonas Prising 1e. H. Charles Floyd 1h. John E. Schlifske 1i. Adrianne Shapira 1j. Frank V. Sica 1k. Stephanie A. Streeter 1f. Michelle Gass Nominees: The Board of Directors recommends that you vote FOR the following nominees: ITEM 1. Election of Directors For Against Abstain KOHL'S CORPORATION Please indicate if you plan to attend this meeting. For address changes and/or comments, please check this box and write them on the back where indicated. ITEM 3. Advisory Vote on Approval of the Compensation of our Named Executive Officers. ITEM 4. Shareholder Proposal: Shareholder Right to Act by Written Consent. ITEM 5. Shareholder Proposal: Adoption of an Animal Welfare Policy. ITEM 2. Ratify Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending January 30, 2021. The Board of Directors recommends a vote FOR Item 2. The Board of Directors recommends a vote FOR Item 3. Vote on Proposals NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. The Board of Directors recommends a vote AGAINST Item 4. The Board of Directors recommends a vote AGAINST Item 5. For Against Abstain Yes No 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 12, 2020. 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 12, 2020. 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.D02698-P32437 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. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) KOHL'S CORPORATION PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TheDirectorsThe shareholder(s) hereby appoint(s) Jason J. KelroyJennifer Kent and Elizabeth McCright or either of them, as proxies, each with the power to appoint his or her 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 13, 202010, 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 ELECTION OFPROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 30, 2021, FOR APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AGAINST THE SHAREHOLDER PROPOSAL ON SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT AND AGAINST THE SHAREHOLDER PROPOSAL ON ADOPTION OF AN ANIMAL WELFARE POLICY. PROPOSALS 1, 2 AND 3 ARE BEING PROPOSED BY KOHL’S CORPORATION AND PROPOSALS 4 AND 5 ARE BEING PROPOSED BY SHAREHOLDERS OF KOHL’S CORPORATION. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE ANNUAL MEETING, ADMISSION TICKETINCLUDING ANYShareholders Wednesday, May 13, 2020 8:00 A.M., Local Time Kohl’s Innovation Center W165 N5830 Ridgewood Drive Menomonee Falls, Wisconsin 53051* This Admission TicketShareholders.YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS:Submit your proxy by InternetPlease access www.fcrvote.com/kss (please note you must type an “s” after “http”). Then, simply follow the easy instructions on the voting site. You will be required to admitprovide the unique Control Number printed below.ORSubmit your proxy by TelephonePlease call toll-free in the U.S. or Canada at 866-402-3905 on a touch-tone telephone. (Then, simply follow the easy voice prompts. You will be required to provide the unique Control Numberprinted below.CONTROL NUMBERYou may submit your proxy by telephone or Internet 24 hours a day, 7 days a week.Your telephone or Internet vote authorizes the Proxyholder(s) to vote your shares in the same manner as if you had marked, signed and returned a proxy card.ORSubmit your proxy by MailIf you do not have access to a touch-tone telephone or to the meeting Please write your nameinternet, please complete, sign, date and addressreturn the proxy card in the spacepostage paid envelope provided belowto: Kohl’s Corporation, PO Box 3672, Ponte Vedra Beach, FL 32004-9911.6TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED6XPlease markvote as in thissampleTHE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ALL OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 & 4 AND 1 YEAR ON PROPOSAL 3. 1. To elect eleven individuals to serve as Directors for a one-year term and present this ticket when you enter Name: Address: City, Stateuntil their successors are duly elected and Zip Code: *As partqualified.Nominees:(1)Michael J. Bender(7)Thomas A. Kingsbury(2)Peter Boneparth(8)Robbin Mitchell(3)Yael Cosset(9)Jonas Prising(4)Christine Day(10) John E. Schlifske(5)H. Charles Floyd(11) Adrianne Shapira(6)Margaret L. JenkinsWITHHOLD*FOR ALLFOR ALLALLEXCEPT 2. To approve, by anadvisory vote,the compensationofour namedexecutive officers.3.To hold an advisory vote on the frequency of future shareholder advisory votes on the compensation of our precautions regardingnamed executive officers. 4.To ratify the coronavirus or COVID-19, we are planningappointment of Ernst & Young LLP as our independent registered public accounting firm for the possibility thatfiscal year ending February 3, 2024. FORAGAINSTABSTAIN1 YEAR 2 YEARS 3 YEARSABSTAINFORAGAINSTABSTAIN Date:, 2023*NOTE: To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the Annual Meeting may be heldnumber(s) of theanother date, timethe left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or locationguardian, please give full related title. If a corporation or solelypartnership, please sign in full corporate or partnership name by means of remote communication. If we take any of those steps, we will announce the decision to do so in advance, and details for how to participate will be available at www.proxyvote.com. authorized officer.