DEF 14A of KOHLS Corp, Apr 5, 2024

DEF 14A of KOHLS Corp

Filed Apr 5, 2024 · FY20230001104659-24-043965

Open on EDGAR

  1. KOHL’S CORPORATION

    | 68 | Outstanding Equity Awards at Fiscal Year-End | | 69 | Option Exercises and Stock Vested in 2023 | | 69 | Pension Benefits | | 69 | Nonqualified Deferred Compensation | | 70 | Potential Payments Upon Termination or Change of Control | | 80 | CEO Pay Ratio | | 80 | Pay versus Performance | | 85 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND MANAGEMENT | | 87 | Delinquent Section 16(a) Reports | | 88 | AUDIT MATTERS | | 88 | Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm | | 89 | Report of the Audit Committee | | 90 | Fees Paid to Ernst & Young | | 90 | Pre-Approval Policies and Procedures | | 91 | MANAGEMENT PROPOSAL | | 91 | Proposal 4—Approval of the Kohl’s Corporation 2024 Long-Term Compensation Plan | | 92 | General Description of the Plan | | 93 | Administration | | 93 | Eligibility | | 93 | General Terms and Conditions of Awards | | 95 | Shares of Common Stock Available | | 95 | Performance Goals | | 96 | Minimum Vesting | | 96 | Dividends and Dividend Equivalents | | 96 | Effect of Change of Control | | 97 | Suspension or Termination of Awards; Clawback Provisions | | 97 | Amendments | | 97 | Certain Federal Income Tax Consequences | | 99 | New Plan Benefits | | 101 | Equity Compensation Plan Information | | 102 | SHAREHOLDER PROPOSAL | | 102 | Proposal 5—Shareholder Proposal—Corporate Financial Sustainability Report | | 104 | Statement of the Board of Directors in Opposition to this Shareholder Proposal | | A-1 | ANNEX A—KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN |

  2. Information about Nominees

    Information about Nominees The Board of Directors, and particularly its Nominating and ESG Committee, regularly considers whether the Board is made up of individuals with the necessary experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively. In making these decisions, the Nominating and ESG Committee focuses primarily on the information in each Nominee’s individual biography, set forth below. The matrix below identifies the balance of skills and qualifications each Nominee brings to the Board. We believe this combination of skills and qualifications demonstrates that our Board is well positioned to provide effective oversight and strategic advice to management.

  3. Information about Nominees

    | 16 | Corporate.Kohls.com |

  4. Information about Nominees

    | Skill or Experience | | ARLIN | BENDER | COSSET | DAY | FLOYD | KINGSBURY | MITCHELL | PRISING | SCHLIFSKE | SHAPIRA | VILLAGOMEZ | | | | Current or former public company CEO Experience as the highest-ranking executive officer in a public company. | | | | | | | | | | | | 3 | | | Senior leadership Experience in an executive officer level role. | | | | | | | | | | | | 11 | | | Public company board service (other than Kohl’s) Experience serving on other public company board(s), requiring a practical understanding of oversight responsibilities, governance trends, insights to business strategies, and maximizing shareholder value. | | | | | | | | | | | | 8 | | | Board diversity (gender or racial/ ethnic diversity) Diverse gender or racial/ethnic identity | | | | | | | | | | | | 6 | | | Retail or consumer-facing industry Executive officer or senior leader experience in retail or consumer product sectors, including marketing and brand management, consumer insights, supply chain, distribution, logistics, and merchandising. | | | | | | | | | | | | 11 | | | Finance, accounting or financial reporting Experience as an executive officer or senior leader in accounting, finance, and compliance with applicable law. | | | | | | | | | | | | 11 | | | Technology, e-commerce or digital Experience in developing and leveraging technology to achieve corporate goals, and extend or create new business models. | | | | | | | | | | | | 10 | | | Marketing, public relations or brand management Experience overseeing or managing marketing, marketing-related technology, advertising, selling products to consumers, and public relations. | | | | | | | | | | | | 9 | | | Operations management Executive officer or senior leader experience in overseeing and optimizing complex operations, and executing business strategies. | | | | | | | | | | | | 10 | | | Human capital, culture or compensation Executive officer or senior leader experience managing a large or global workforce, including recruiting, developing and retaining key talent. | | | | | | | | | | | | 8 | | | Cybersecurity Experience in information security and mitigating cyber threats. | | | | | | | | | | | | 2 |

  5. Information about Nominees

    | Kohl’s Corporation | 2024 Proxy Statement | 17 |

  6. Information about Nominees

    | Directors who identify as: | | ARLIN | BENDER | COSSET | DAY | FLOYD | KINGSBURY | MITCHELL | PRISING | SCHLIFSKE | SHAPIRA | VILLAGOMEZ | | | | Gender Identity | | | | | | | | | | | | | | | ■ Male | | | | | | | | | | | | 7 | | | ■ Female | | | | | | | | | | | | 4 | | | Demographic Background | | | | | | | | | | | | | | | ■ White | | | | | | | | | | | | 8 | | | ■ African American or Black | | | | | | | | | | | | 2 | | | ■ Hispanic, Latinx or Spanish | | | | | | | | | | | | 1 |

  7. Information about Nominees

    | WENDY ARLIN | | | Former Chief Financial Officer of Bath & Body Works, Inc. I Age 53 | | | Director since 2023 INDEPENDENT Committees ■ Audit | Retail and Consumer-Facing Experience ■ Over 18 of experience in retail and consumer goods at Bath & Body Works and L Brands, including 2 years as the CFO of Bath & Body Works following more than 15 years as a finance leader providing transformational insights and leadership to guide L Brands through significant changes Additional Select Key Skills and Expertise ■ FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: As former CFO of Bath & Body Works and as former Controller at L Brands, developed extensive financial expertise and oversaw SEC reporting and accounting and financial planning and analysis ■ SENIOR LEADERSHIP: As former CFO of Bath & Body Works, responsible for all finance functions, as well as enterprise risk management, procurement and investor/media relations ■ TRANSFORMATION STRATEGY: As former Controller of L Brands, guided the organization through major restructuring, including the spin-off of Victoria’s Secret from L Brands as well as multiple acquisitions and divestitures | | | Career Highlights ■ Bath & Body Works, Inc.: Chief Financial Officer from August 2021 to July 2023 ■ L Brands: Senior Vice President, Finance and Controller from 2005 to July 2021 ■ KPMG: Member of the Audit Practice from 1993 to 2005 Additional Public Company Boards (within past 5 years) ■ The Wendy’s Company (since December 2023) ■ WK Kellogg Co (since October 2023) |

  8. Information about Nominees

    | 18 | Corporate.Kohls.com |

  9. Information about Nominees

    | MICHAEL J. BENDER | | | Former President and Chief Executive Officer of Eyemart Express I Age 62 | | | Director since 2019 Chair of the Board effective following the Annual Meeting INDEPENDENT Committees ■ Audit ■ Nominating and ESG (Chair until the Annual Meeting) | Retail and Consumer-Facing Experience ■ Track record of success in previous senior management roles at prominent retailers including Walmart, Victoria’s Secret, and Eyemart Express Additional Select Key Skills and Expertise ■ SENIOR LEADERSHIP: Served in multiple senior leadership roles at a number of retail companies. Culminating with his role as CEO of Eyemart Express ■ TECHNOLOGY, E-COMMERCE, AND DIGITAL: Served as COO of Global eCommerce at Walmart, bridging the gap between the digital and physical capabilities of the retail giant ■ OPERATIONS MANAGEMENT: Expertise in optimizing supply chain operations honed through 30 years in operational roles, including at Pepsi, L Brands, and Walmart | | | Career Highlights ■ Eyemart Express: Former President and CEO from January 2018 to April 2022; former President from 2017 to January 2018 ■ Walmart: Former COO of Global eCommerce from 2014 to 2017, following other executive management positions over five years ■ Cardinal Health: Held a number of senior positions over four years ■ L Brands (Victoria’s Secret): Former Vice President of Store Operations from 1999 to 2002 ■ Pepsi: 15 years in a variety of sales, finance and operating roles Additional Public Company Boards (within past 5 years) ■ Acuity Brands (since September 2022) ■ Ryman Hospitality Properties (2004 to May 2019) |

  10. Information about Nominees

    | YAEL COSSET | | | Senior Vice President and Chief Information Officer of The Kroger Co. I Age 50 | | | Director since 2020 INDEPENDENT Committees ■ Audit (Chair) | Retail and Consumer-Facing Experience ■ Named one of “ten people transforming retail” in 2019 by Business Insider for leading Kroger’s transformation through innovative digital capabilities to accelerate growth and improve customer experience Additional Select Key Skills and Expertise ■ TECHNOLOGY, E-COMMERCE, AND DIGITAL: Leads Kroger’s Technology function and digital strategy, and uses significant technical and commercial data analytics expertise to drive monetization of media and insights ■ SENIOR LEADERSHIP: Has served in senior executive positions at the Kroger Co. and other companies for over 20 years ■ OPERATIONS MANAGEMENT: Served as CEO of an enterprise software company and as an executive business consultant providing insight and direction on market expansion, product launches, and growth strategies for global companies | | | Career Highlights ■ Kroger: Senior VP and CIO since February 2019, with responsibility for 84.51° subsidiary as of July 2020; former Global VP and Chief Digital Officer from 2017 to February 2019; former CIO/Chief Commercial Officer of 84.51° from 2015 to 2017 ■ dunnhumby: Global CIO from 2010 to 2015 following various senior management positions ■ MicroStrategy Incorporated: Various senior management positions from 2000 to 2009 Awards and Recognition ■ Recognized by Business Insider as one of 10 people transforming retail in 2019 ■ Recognized by Retail Leaders as one of 17 leaders to watch in 2017 |

  11. Information about Nominees

    | Kohl’s Corporation | 2024 Proxy Statement | 19 |

  12. Information about Nominees

    | CHRISTINE DAY | | | Executive Chair and Co-Founder of The House of LR&C I Age 63 | | | 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: Current Executive Chair and Co-Founder since December 2020; former CEO from December 2020 to May 2023 ■ Performance Kitchen (LUVO): Founder and CEO from 2014 to December 2020; Director from 2014 to April 2021 ■ lululemon: Director and CEO from 2008 to 2014 ■ Starbucks Corporation: President, Asia Pacific Group from 2004 to 2007 following various leadership roles for over 15 years |

  13. Information about Nominees

    | H. CHARLES FLOYD | | | Senior Advisor to President and Chief Executive Officer of Hyatt Hotels Corporation I Age 64 | | | Director since 2017 INDEPENDENT Committees ■ Compensation | Retail and Consumer-Facing Experience ■ Over 40-year career with Hyatt Hotels has provided extensive global experience in a dynamic consumer-driven industry Additional Select Key Skills and Expertise ■ OPERATIONS MANAGEMENT: In his most recent role, responsible for the successful operation of hotels globally, including ensuring operating efficiency in the roll-out of new innovations and unifying global operations ■ TRANSFORMATION STRATEGY: Successfully steered the operations of Hyatt’s 1,100 hotels through the global pandemic, taking the stock from a challenged position in early 2020 to all-time highs in 2022 ■ MARKETING AND BRAND MANAGEMENT: Was a key leader in the creation of seven of Hyatt’s current hotel brands | | | Career Highlights ■ Hyatt: Current Senior Advisor to Hyatt Hotels President and CEO since January 2024; former Global President of Operations from 2014 to December 2023; former Executive VP, Group President—Global Operations Center from 2012 to 2014; former COO—North America from 2006 to 2012; various other senior positions Additional Public Company Boards (within past 5 years) ■ Thayer Ventures Acquisition Corp. (December 2020 to April 2022) ■ Playa Hotels and Resorts N.V. (May 2018 to August 2021) |

  14. Information about Nominees

    | 20 | Corporate.Kohls.com |

  15. Information about Nominees

    | THOMAS A. KINGSBURY | | | Chief Executive Officer, Kohl’s Corporation I Age 71 | | | Director since 2021 Committees ■ Finance | Retail and Consumer-Facing Experience ■ Over 40 years of senior retail leadership experience at several prominent retailers including Burlington, Kohl’s, and May Department Stores Additional Select Key Skills and Expertise ■ TRANSFORMATION STRATEGY: As CEO of Burlington, transformed the company following the Great Recession, leading a successful IPO and subsequently overseeing nearly 10x share price appreciation under his tenure ■ E-COMMERCE AND DIGITAL: Previously led our e-commerce as Senior Executive Vice President—Information Services, E-commerce, Marketing, and Business Development at Kohl’s ■ MARKETING: Expertise in marketing honed through roles including as former Senior Executive Vice President of Kohl’s, where he oversaw our marketing function | | | Career Highlights ■ Kohl’s: CEO since February 2023; Interim Chief Executive Officer from December 2022 to February 2023; Senior Executive VP—Information Services, E-commerce, Marketing and Business Development from 2006 to 2008 ■ Burlington: President and CEO from 2008 to September 2019; Director from 2008 to February 2020, including Chair from 2014 to September 2019, and Executive Chair from September 2019 to February 2020 ■ The May Department Stores Company: Various management positions from 1976 to 2006, including President and CEO of the Filene’s division from 2000 to 2006 Additional Public Company Boards (within past 5 years) ■ Tractor Supply Company (2017 to February 2023) ■ BJ’s Wholesale Club (February 2020 to February 2023) ■ Big Lots (May 2020 to February 2023) ■ Burlington (2008 to February 2020) |

  16. Information about Nominees

    | ROBBIN MITCHELL | | | Senior Advisor at The Boston Consulting Group I Age 59 | | | 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 Boston Consulting Group (BCG) Additional Select Key Skills and Expertise ■ OPERATIONS MANAGEMENT: Has led various aspects of operations at three major apparel companies, including four years as Chief Operating Officer at Club Monaco ■ BRAND MANAGEMENT: Strong multi-brand experience that bridges from luxury to contemporary fashion segments, including 15 years at Ralph Lauren ■ TECHNOLOGY, E-COMMERCE, AND DIGITAL: As Chief Operating Officer at Club Monaco, Ms. Mitchell oversaw all retail operations, including worldwide e-commerce and information technology | | | Career Highlights ■ Boston Consulting Group: Senior Advisor since August 2021; Partner and Managing Director on the Fashion & Luxury leadership team from 2016 to August 2021 ■ Club Monaco: COO from 2011 to 2015 ■ Ralph Lauren: Held several executive management positions from 2001 to 2011, including Senior VP, Chief of Staff, and Senior VP Global Business Process Integration ■ Tommy Hilfiger and GFT USA: Held various senior executive roles in strategy and operations from 1997 to 2000 Additional Public Company Boards (within past 5 years) ■ Piper Sandler (since September 2021) |

  17. Information about Nominees

    | Kohl’s Corporation | 2024 Proxy Statement | 21 |

  18. Information about Nominees

    | JONAS PRISING | | | Chair and Chief Executive Officer of ManpowerGroup I Age 59 | | | 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 ■ CURRENT OR FORMER PUBLIC COMPANY CEO: Has served as the CEO of ManpowerGroup Inc., a global leader in innovative workforce solutions, since 2014 ■ HUMAN CAPITAL MANAGEMENT: A recognized expert on the labor market, he leads an organization of approximately 28,000 full-time equivalent employees across more than 2,100 offices, that recruits millions of permanent, temporary, and contract workers on a worldwide basis each year ■ FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: Has direct oversight of finance, accounting, and financial reporting functions as President and CEO of ManpowerGroup | | | Career Highlights ■ ManpowerGroup: Chair since 2015 and CEO since 2014 ■ World Business Council for Sustainable Development: Commissioner and Co-Chair for Business Commission to Tackle Inequality since 2022 ■ Electrolux: Various international positions over ten years, including as a divisional head of Global Sales and Marketing Additional Public Company Boards (within past 5 years) ■ ManpowerGroup (since 2014; Chair since 2015) |

  19. Information about Nominees

    | JOHN E. SCHLIFSKE | | | Chair and Chief Executive Officer of The Northwestern Mutual Life Insurance Co. I Age 65 | | | Director since 2011 INDEPENDENT Committees ■ Finance (Chair) ■ Nominating and ESG (Chair following the Annual Meeting) | 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 |

  20. Information about Nominees

    | 22 | Corporate.Kohls.com |

  21. Information about Nominees

    | ADRIANNE SHAPIRA | | | Former Managing Director of Eurazeo Brands I Age 53 | | | Director since 2016 INDEPENDENT Committees ■ Finance ■ Nominating and ESG | Retail and Consumer-Facing Experience ■ 13 years as a research analyst covering the retail sector, and recently served as a Managing Director of Eurazeo Brands focused on consumer brands Additional Select Key Skills and Expertise ■ FINANCE, ACCOUNTING, AND FINANCIAL REPORTING: As CFO of David Yurman, developed extensive financial expertise and oversaw accounting, financial planning and analysis, treasury, tax, and loss prevention ■ SENIOR LEADERSHIP: Has held senior executive positions in both investing and operating organizations for over 20 years. ■ MARKETING AND BRAND MANAGEMENT: Has directed marketing decisions and spending to enhance brand management results as CFO of David Yurman and in her role at Eurazeo Brands | | | Career Highlights ■ Eurazeo Brands: Former Managing Director from 2017 to July 2023 ■ 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) |

  22. Information about Nominees

    | ADOLFO VILLAGOMEZ | | | Chief Executive Officer of Progress Residential I Age 50 | | | Director since 2023 INDEPENDENT Committees ■ Audit | Retail and Consumer-Facing Experience ■ 8 years of marketing, digital and merchandising leadership at The Home Depot where he was responsible for all digital activities and oversaw marketing and branding activities, including the company’s media network Additional Select Key Skills and Expertise ■ TRANSFORMATION STRATEGY: As CEO of Progress Residential, leading a successful transformation to achieve a short-term turnaround while driving a longer-term strategy to enhance the customer experience and harness profitable growth ■ TECHNOLOGY, E-COMMERCE, AND DIGITAL: Currently reorganizing and modernizing Progress Residential’s digital and information systems capacity to deliver on top priorities, and previously led end-to-end Home Depot’s over $20 billion online business ■ MARKETING AND BRAND MANAGEMENT: Significant marketing expertise gained through Chief Marketing Officer role following prior, successive merchandising strategy and operational roles at The Home Depot | | | Career Highlights ■ Progress Residential: Chief Executive Officer since May 2022 ■ The Home Depot: President Online from April 2021 to May 2022; Chief Marketing Officer U.S. Retail from December 2018 to May 2022; Senior Vice President of homedepot.com December 2018 to March 2020; various other merchandising leadership positions from 2014 to December 2018 ■ McKinsey and Company: Leader of North America Marketing and Sales Practice team from 2012 to 2014; Partner from 2007 to 2014 ■ DuPont: Prior to 1999, held several management and sales positions |

  23. Information about Nominees

    | Kohl’s Corporation | 2024 Proxy Statement | 23 |

  24. Zero-tolerance policy

    | Cash and Equity Director Compensation ($) | | | Compensation Element | | | Annual cash retainer(1) | 125,000 | | Annual equity award, grant date fair value(2) | 145,000 | | Additional annual equity award, grant date fair value(2), for: | | | ■ Chair of the Board | 200,000 | | ■ Committee Chairs: | | | ■ Audit | 30,000 | | ■ Compensation | 25,000 | | ■ Nominating and ESG | 20,000 | | ■ Finance | 15,000 |

  25. Director compensation table

    Director compensation table The following table provides each element of compensation paid or granted to each non-employee Director for services rendered during fiscal 2023. Retainer fees are paid on a quarterly basis in arrears, so some of the retainer fees in this table may have been paid in the first quarter of fiscal 2024 for services rendered in fiscal 2023.

  26. Director compensation table

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Wendy Arlin(2) | 14,987 | 144,992 | 159,979 | | Michael J. Bender | 125,000 | 164,992 | 289,992 | | Peter Boneparth | 125,000 | 345,002 | 470,002 | | Yael Cosset | 125,000 | 174,997 | 299,997 | | Christine Day | 125,000 | 145,002 | 270,002 | | H. Charles Floyd | 125,000 | 145,002 | 270,002 | | Margaret Jenkins | 125,000 | 145,002 | 270,002 | | Robbin Mitchell | 125,000 | 145,002 | 270,002 | | Jonas Prising | 125,000 | 170,005 | 295,005 | | John E. Schlifske | 125,000 | 160,000 | 285,000 | | Adrianne Shapira | 125,000 | 145,002 | 270,002 | | Stephanie A. Streeter(3) | 35,027 | — | 35,027 | | Adolfo Villagomez(4) | 28,380 | 145,007 | 173,387 |

  27. Director compensation table

    (1) The amounts shown represent the aggregate grant date fair value for awards granted in 2023, computed in accordance with FASB ASC Topic 718. Each Director who was re-elected to the Board of Directors at the 2023 Annual Meeting of Shareholders was awarded 7,261 restricted shares. Committee Chairs were awarded up to an additional 1,502 restricted shares and our independent Chairman was awarded an additional 10,015 restricted shares. For a discussion of the valuation assumptions used for all stock-based awards, see Note 6 to our fiscal 2023 audited financial statements included in our Annual Report on Form 10-K. (2) Ms. Arlin was appointed to the board in December 2023 and received 5,551 shares upon her appointment. (3) Ms. Streeter served as a Director until May 10, 2023, and she did not stand for re-election at the 2023 Annual Meeting of Shareholders. (4) Mr. Villagomez was appointed to the board in November 2023 and received 5,133 shares upon his appointment. As of February 3, 2024, the aggregate number of unvested shares of restricted stock held by each incumbent non-employee Director was as follows:

  28. Director compensation table

    | Director | Number of Unvested Shares of Restricted Stock(1) (#) | | Ms. Arlin | 5,551 | | Mr. Bender | 8,805 | | Mr. Boneparth | 18,411 | | Mr. Cosset | 9,339 | | Ms. Day | 7,738 | | Mr. Floyd | 7,738 | | Ms. Jenkins | 7,738 | | Ms. Mitchell | 7,738 | | Mr. Prising | 9,072 | | Mr. Schlifske | 8,539 | | Ms. Shapira | 7,738 | | Mr. Villagomez | 5,133 |

  29. Director compensation table

    Includes accrued but unvested dividend equivalent shares

  30. Director compensation table

    | Kohl’s Corporation | 2024 Proxy Statement | 39 |

  31. Director compensation table

    | 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. |

  32. Director compensation table

    We are asking shareholders to approve the following nonbinding resolution regarding the compensation of our named executive officers as disclosed in this proxy statement: RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. This 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 at the 2017 Annual Meeting of Shareholders and reaffirmed in an advisory vote at the 2023 Annual Meeting of Shareholders. 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, averaging over 90% of the votes cast by our shareholders in favor of approving this compensation over the last decade and over 93% of the votes cast by our shareholders at the 2023 Annual Meeting. Regular engagement with our shareholders throughout the year is a core tenet of our strong governance and compensation practices. Consistent with our practice in 2022, in 2023 the Company reached out to shareholders representing more than 70% of shares outstanding and met with shareholders representing nearly 40% of shares outstanding. Directors participated in select engagements and feedback was shared with our Board. Throughout our discussions, we heard broad support for our compensation philosophy and program structure. 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 below in the “Compensation Discussion and 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.

  33. Director compensation table

    | 40 | Corporate.Kohls.com |

  34. Director compensation table

    The Compensation Committee’s objectives include:

  35. Director compensation table

    | | | | | 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. |

  36. Director compensation table

    | | | | 4. | 5. | | 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. |

  37. Director compensation table

    Our compensation program is a pay-for-performance model based on the philosophy that we should incentivize our executive officers to improve Kohl’s financial performance, profitably grow the business, and increase shareholder value. Our pay-for-performance compensation model drove several actions for fiscal 2023 worth highlighting: 1.

  38. CD&A CONTENTS

    | 54 | PERFORMANCE EVALUATION PROCESS | | 55 | FISCAL 2023 COMPENSATION DECISIONS | | 55 | Salary | | 55 | Annual Incentive Compensation | | 57 | Long-Term Incentive Compensation | | 60 | FISCAL 2024 COMPENSATION CHANGES | | 61 | OTHER COMPENSATION ITEMS | | 61 | Perquisites | | 62 | Deferred Compensation | | 62 | Stock Ownership Guidelines | | 62 | Restriction on Hedging and Pledging | | 62 | Compensation Risk Assessment | | 63 | Other Material Tax Implications of the Executive Compensation Program |

  39. EXECUTIVE TRANSITIONS AND RETENTION ACTIONS

    EXECUTIVE TRANSITIONS AND RETENTION ACTIONS The Company experienced significant NEO transitions in 2023. Several new leaders joined the executive team in 2023, resulting in several actions taken to recruit and retain talent. The Company also took action to ensure that the senior leadership team structure is aligned to the Company’s growth strategies and key priorities. As part of these leadership transitions, the Committee made a number of one-time incentive awards, in the form of equity, signing bonuses, and guaranteed bonuses, designed to either induce them to join the Company or to provide continuity at the senior executive level. The Committee was involved in each of these decisions and its philosophy took into account the need to attract and retain key members of management who would drive results, the scope of responsibility for these positions, and relevant market data. The Board is pleased with the current team and believes it positions the Company for success. ■ On February 2, 2023, the Company appointed Tom Kingsbury as the Company’s Chief Executive Officer and subsequently, on February 21, 2023, entered into an offer letter with Mr. Kingsbury confirming his compensation arrangements, addressing his LTIP awards for fiscal 2023, and setting expectations for any future equity awards. The details of Mr. Kingsbury compensation package were previously disclosed and included: ■ Annual base salary of $1,475,000; ■ Annual bonus opportunity under our AIP with a target of 175% of his base salary; ■ For his Annual 2023 LTIP grant, a PSU award with a target value of $4.7 million (but no RSUs for such award in light of the restricted share award he had received in fiscal 2022); and ■ A future long-term incentive award target of at least $8,475,000. ■ On May 10, 2023, the Company and Mr. Kingsbury entered into an Employment Agreement. The Employment Agreement provides for a two-year initial term and addresses the terms of any separation that might occur during such term for various reasons, including a CEO transition. The agreement also provided for a lump sum cash payment of $160,000 intended to be applied to Mr. Kingsbury’s expenses associated with his relocation. In addition, the Employment Agreement provides that, for equity awards granted to him in 2024, upon the earlier of the one-year anniversary of the grant date or May 10, 2025, such awards will vest in full with respect to the service-vesting component of the award and any performance-based awards (i.e., PSUs) will remain outstanding and eligible to vest based on the achievement of applicable performance goals. On February 9, 2023, the Company announced that Nick Jones would be joining the Company as Chief Merchandising & Digital Officer. On his first day, March 20, 2023, the Company and Mr. Jones entered into an executive compensation

  40. LONG-TERM BUSINESS STRATEGIES

    LONG-TERM BUSINESS STRATEGIES As part of our commitment to create long-term shareholder value and stay ahead in the rapidly changing retail environment, the Company established new strategic priorities in 2023 to support its efforts to drive improved sales and profitability. The priorities included enhancing the customer experience, accelerating and simplifying its value strategies, managing inventory and expenses with discipline, and strengthening the balance sheet. In 2023, the Company’s financial results improved as compared to 2022, despite continuing volatility in the macroeconomic environment. Kohl’s managed gross margin and expenses with discipline, which led to operating margin expansion and a significant increase in earnings per diluted share to $2.85 compared to a reported loss of $0.15 per share in 2022. The Company also took important steps to strengthen the balance sheet, reducing both its inventory and debt levels.

  41. LONG-TERM BUSINESS STRATEGIES

    | THE COMPANY’S FOUR KEY FOCUS AREAS ARE: | | | | | | 1. | 2. | | ENHANCE THE CUSTOMER EXPERIENCE | ACCLERATE AND SIMPLIFY OUR VALUE STRATEGIES | | | | | 3. | 4. | | MANAGE INVENTORY AND EXPENSES WITH DISCIPLINE | STRENGTHEN THE BALANCE SHEET |

  42. LONG-TERM BUSINESS STRATEGIES

    | 46 | Corporate.Kohls.com |

  43. Strengthen the Balance Sheet

    | | $275M | Long-Term Debt Reduction in 2023 |

  44. ELEMENTS OF OUR COMPENSATION PROGRAM AND SUMMARY OF COMPENSATION PAID

    | | | 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 2023, a mix of absolute objective performance measures set at the start of the year focused on merchandise sales (50%) and operating income (50%). A threshold payment can also be earned if the company outperforms the Performance Index in net sales and/or net income. | | | Long- Term | LONG-TERM EQUITY INCENTIVE Combination of three-year performance share units (60%) and time-based restricted stock units that vest over four years (40%) | Incent and reward sustained performance and long-term growth, create an incentive for future performance, create a strong retention incentive and closely align our executives’ long-term interests with those of our shareholders | For fiscal 2023-2025, performance share units have three-year targets for cumulative net sales (50%), operating margin (25%) and operating cash flow (25%). A threshold payment can also be earned if the Company outperforms the Performance Index in net sales and/or net income. The final payout will be modified +/- 25% if the Company’s TSR is above the 75th percentile or below the 25th percentile of a broad group of retailers in the TSR Modifier Group. |

  45. Philosophy and objectives

    | | | | | | | 1. | 2. | 3. | 4. | 5. | | Provide a competitive total compensation package that enables us to attract, motivate and retain key talent. | ■ Support the achievement of our short and long-term business and strategic objectives by linking the majority of our executives’ compensation to rigorous performance targets. ■ Our payouts under both the annual incentive and PSU portion of our long-term incentive programs depend upon achievement of objective financial goals. The goals are based directly on the annual operating plan established for the business at the beginning of each fiscal year. | Ensure that compensation opportunities are internally equitable. | Promote ownership of Kohl’s stock by our senior executives through equity-based pay and robust share ownership requirements in order to align our executives’ economic interests with those of our shareholders. | Provide a balance of incentive opportunities that do not create risks that are reasonably likely to have a material adverse effect on Kohl’s. |

  46. Philosophy and objectives

    (1) Excludes any special awards and Mr. Alves’ compensation. Includes the interim CEO RSU award of $3.775M granted January 13, 2023 and the PSU award of $4.7M granted March 27, 2023 for a total grant value of $8.475M which is the CEO’s Annual LTIP Target.

  47. Benchmarking Analysis

    Benchmarking Analysis Each year, the Committee’s independent compensation consultant presents a comprehensive benchmarking analysis comparing compensation paid to our executives with the compensation packages of executives employed by a group of retailers that we refer to as our Compensation Benchmarking Peer Group, which is discussed in further detail below. The Committee reviews each component of executive compensation independently and also reviews aggregate compensation levels paid to Kohl’s senior officers against that paid by our retail competitors. The

  48. Benchmarking Analysis

    | 52 | Corporate.Kohls.com |

  49. Benchmarking Analysis

    Committee considers whether each executive is competitively positioned relative to that market data on a case-by-case basis rather than targeting any particular percentile across all positions. At its meeting in both November 2022 and November 2023, the Committee reviewed detailed benchmarking reports prepared by its independent compensation consultant that included information on the following components of compensation for each of the executive officers:

  50. Benchmarking Analysis

    | ■ base salaries | ■ target annual incentives | | ■ target long-term incentives | ■ target total direct compensation |

  51. Benchmarking Analysis

    When evaluating executive officer compensation decisions in fiscal 2023, the Committee considered the tally sheets reviewed in November 2022, the benchmarking analysis and various factors unique to each executive, including, but not limited to: individual performance, importance of role, tenure, years of work experience, internal equity comparisons and succession planning considerations. To this end, it was noted that the benchmarking data indicated that all of the executive officers’ compensation levels, including the amortized value of all outstanding equity compensation awards, were consistent with the Committee’s philosophies and objectives, as well as typical market practices.

  52. Compensation Benchmarking Peer Group

    Compensation Benchmarking Peer Group The Compensation Committee has historically used a Compensation Benchmarking Peer Group to analyze our compensation practices. At least annually, the Committee works with its independent compensation consultant to determine whether this peer group continues to comprise the most appropriate comparative companies in light of the dynamic retail environment and makes adjustments as necessary. Maintaining a rigorous and appropriate peer group has proven to be a challenge in this dynamic and changing retail environment, as, among other shifts, several of the Company’s traditional competitors have been driven into bankruptcy or gone out of business. To establish the Compensation Benchmarking Peer Group, the Committee considers many criteria, including: ■ Whether each comparator company is in the same or a similar segment of the retail industry as Kohl’s; ■ Whether each comparator company is similar to Kohl’s in terms of size—including revenues, total assets, and market capitalization; ■ The complexity and scope of each comparator company’s business; ■ The similarity of each comparator company’s business model to Kohl’s business model; ■ Whether each 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. In August 2022, the Committee reaffirmed that the following Compensation Peer Group (as originally approved in August of 2021) would continue to be utilized in the compensation analysis used in evaluating executive officer decisions in fiscal 2023. Further, in August 2023 the Committee again determined that this same Compensation Peer Group, with the exception of the removal of Bed, Bath & Beyond due to its bankruptcy, would continue to be utilized in the compensation analysis used in evaluating executive officer decisions in fiscal 2024:

  53. Compensation Benchmarking Peer Group

    | Kohl’s Corporation | 2024 Proxy Statement | 53 |

  54. Compensation Benchmarking Peer Group

    | 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 | |

  55. Compensation Benchmarking Peer Group

    (1) All market capitalization and revenue data are rounded. Revenues are trailing four quarters and market capitalization is as of July 15, 2022.

  56. Compensation Benchmarking Peer Group

    | | 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. | | | | | | | | |

  57. Compensation Benchmarking Peer Group

    The Committee believes this Compensation Benchmarking Peer Group includes retail companies that fulfill the criteria set in establishing the group and that the included companies represent an appropriate range of revenue and market capitalization against which to compare our pay practices in the near term.

  58. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION The purpose of our Annual Incentive Plan is to offer eligible executives, including the NEOs, a financial incentive that encourages them to perform in a manner that will enable Kohl’s to meet or exceed our short-term financial plans each year. In order for bonuses to be granted at threshold levels or higher under the Annual Incentive Plan, Kohl’s performance for a fiscal year must equal or exceed financial goals established by the Committee at the beginning of the year. In establishing various levels of annual incentive payout opportunities, the Committee has historically set objective goals based on the Company’s absolute performance. We also provide an opportunity to achieve a threshold payment under our Annual Incentive Plan if the Company’s net sales and/or net income performance exceeds a weighted Performance Index, which for 2023 was based on the results of the following eight retailers, chosen for their business category alignment to Kohl’s:

  59. ANNUAL INCENTIVE COMPENSATION

    | ■ Macy’s Inc. | ■ Nordstrom, Inc. | | ■ Gap, Inc. | ■ Ross Stores, Inc. | | ■ Bed, Bath & Beyond, Inc.(1) | ■ The TJX Companies, Inc. | | ■ Dick’s Sporting Goods, Inc. | ■ Foot Locker, Inc. |

  60. ANNUAL INCENTIVE COMPENSATION

    Removed following their bankruptcy and the index was rebalanced among the remaining companies.

  61. ANNUAL INCENTIVE COMPENSATION

    | Kohl’s Corporation | 2024 Proxy Statement | 55 |

  62. Committee Decisions and Analysis

    Committee Decisions and Analysis The Committee deemed it most appropriate to use the equally weighted performance goals of merchandise sales and operating income. The change from net sales to merchandise sales allowed for a greater focus on product sales. The 2023 Annual Incentive Plan measures were set in early 2023 based on the best available information to the Committee at that time. The Committee set the goals pursuant to its normal processes and did not alter the goals in any way after they were set. The Committee again used a target-based approach under which the Annual Incentive Plan participants would be granted any earned bonus based on a percentage of their base salary, with the earned percentage tied to each participant’s level within the Company, using a straight line interpolation between threshold to target and target to maximum. The percentages set for the NEOs were:

  63. Committee Decisions and Analysis

    | Goal | Weight | ($) | Weighted Payout % | | Merchandise Sales | 50% | 16.497B | 77.9% | | Operating Income | 50% | 719M(1) | 93.2% | | Overall Achievement | | | 85.6% |

  64. Committee Decisions and Analysis

    | NEO | Actual Payout ($) | | Mr. Kingsbury | 2,209,550 | | Ms. Timm | 1,057,160 | | Mr. Hand(1) | 293,140 | | Mr. Jones | 1,078,560 | | Ms. Kent | 612,040 | | Mr. Alves(2) | 364,751 |

  65. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION Long-term equity incentive awards to our executive officers are typically set and considered on an annual basis. The Committee grants equity awards to the executive officers under our 2017 Long-Term Compensation Plan (“LTIP”) to: ■ reward sustained performance, ■ create an incentive for future performance, and ■ create a retention incentive. The Committee has the flexibility to choose among a number of forms of long-term equity under the LTIP, but generally has favored granting a blend of PSUs that vest based on the achievement of multi-year financial performance goals, and RSUs that will vest over a period of years. As described below, PSU awards are also subject to a modifier that can increase or decrease the number of shares that vest based on Kohl’s total shareholder return relative to the TSR Modifier over the performance period. In accordance with our pay-for-performance philosophy, PSUs typically make up the majority of long-term incentive awards granted to our NEOs. On a quarterly basis, the Committee reviews our share overhang (the grants outstanding, plus remaining equity that may be granted, as a percentage of our total outstanding shares) and our run rate (the number of award shares granted each year as a percentage of our total outstanding shares) to monitor how our pool of shareholder-approved equity award shares is being used.

  66. Annual 2023 LTIP Awards

    Annual 2023 LTIP Awards In early 2023, the Committee determined that the same general methodology used in prior LTIPs should again be applied for PSU portion of the Annual 2023 LTIP, with the same weighting used for the PSU portion of the Annual 2022 LTIP of 50% net sales, 25% operating margin, and 25% operating cash flow. In accordance with the terms of his offer letter, in the first quarter of fiscal 2023, Mr. Kingsbury only received PSUs valued at $4,700,000 (with the same metrics described below for the other NEOs). In light of the interim RSU grant he received in 2022, Mr. Kingsbury did not receive any RSUs in 2023. In the first quarter of fiscal 2023, the Committee granted long-term equity incentive awards to the other NEOs relative to the company’s strategic plans, as follows: For the Annual 2023 LTIP grant, the Committee approved awards with the following dollar-denominated value, assuming achievement of “target” performance for the portion represented by PSUs:

  67. Annual 2023 LTIP Awards

    | Kohl’s Corporation | 2024 Proxy Statement | 57 |

  68. Annual 2023 LTIP Awards

    | NEO | Grant Date Target Dollar Value of Annual 2023 LTIP Awards(1) ($) | | Mr. Kingsbury(2) | 4,699,989 | | Ms. Timm | 2,100,019 | | Mr. Hand | 675,003 | | Mr. Jones | 1,999,987 | | Ms. Kent | 1,349,993 | | Mr. Alves | 1,999,987 |

  69. Annual 2023 LTIP Awards

    (1) The ultimate value of these awards is dependent upon Kohl’s actual performance for the 2023-2025 performance period (PSU) and the market value of Kohl’s stock at the time of vesting (PSUs and RSUs). (2) Pursuant to his offer letter, Mr. Kingsbury’s LTIP target is no less than $8,475,000. His total 2023 LTIP award consisted only of PSUs valued at $4,700,000 in light of the interim CEO RSU grant he received in 2022. In addition to specific net sales, operating margin and operating cash flow targets, as in prior years, the 2023-2025 PSU awards are subject to two possible modifiers. First, the Committee included a “Performance Index” feature, which will provide a threshold payout if threshold net sales, operating margin and operating cash flow are not achieved but Kohl’s net sales and/or net income growth over the three-year performance period exceeds that of the weighted average results of the Performance Group over this same period. Second, consistent with previous LTIP grants, the Committee included a modifier that could adjust the number of PSUs that would pay out based on Kohl’s total shareholder return relative to the TSR Modifier Group. Specifically, if Kohl’s relative total shareholder return ends up in the top quartile of the TSR Modifier Group then the number of PSUs otherwise earned will be increased by 25%. Conversely, if Kohl’s relative total shareholder return falls in the bottom quartile, then the number of PSUs otherwise earned will be reduced by 25%. There will be no adjustment for total shareholder return in the second or third quartile. While the TSR Modifier Group represents a wide cross-section of retailers that has generally been consistent year-to-year, we remove companies if they go out of business. The following TSR Modifier Group is the same as it was in 2022:

  70. Annual 2023 LTIP Awards

    | ■ Abercrombie & Fitch Co. | ■ Dick’s Sporting Goods, Inc. | ■ Macy’s Inc. | | ■ American Eagle Outfitters, Inc. | ■ Dillard’s, Inc. | ■ Nordstrom, Inc. | | ■ Bed, Bath & Beyond, Inc. | ■ Designer Brands, Inc. | ■ PVH Corp. | | ■ Best Buy Co., Inc. | ■ Dollar Tree, Inc. | ■ Ross Stores, Inc. | | ■ Burlington Stores, Inc. | ■ Express, Inc. | ■ Target Corporation | | ■ Carter’s, Inc. | ■ Foot Locker, Inc. | ■ The TJX Companies, Inc. | | ■ Chico’s FAS, Inc. | ■ Gap, Inc. | ■ Ulta Beauty, Inc. | | ■ The Children’s Place, Inc. | ■ The Home Depot, Inc. | |

  71. Awards Vesting Based on 2021-2023 Performance

    Awards Vesting Based on 2021-2023 Performance In March 2021 the Committee granted long-term performance based equity incentive awards, with payouts to be based on net sales with a 40% weighting, operating margin with a 30% weighting and operating cash flow with a 30% weighting. In addition to these objective targets, final 2021-2023 PSU awards were subject to the same two possible modifiers addressed above for the 2023-2025 LTIP. Given leadership changes, the only current NEO who was a participant in the 2021-2023 LTIP was Ms. Timm.

  72. Awards Vesting Based on 2021-2023 Performance

    | Goal | Weight | Result | Weighted Payout % | | Cumulative Net Sales | 40% | $52.218B | 72.7% | | Cumulative Operating Margin | 30% | 4.9%(1) | 56.7% | | Cumulative Operating Cash Flow | 30% | $3.600B(2) | 60.5% | | Overall Achievement | | | 64.2% |

  73. Awards Vesting Based on 2021-2023 Performance

    | NEO | Number of PSUs at Target for 2021-2023 Performance Period(1) (#) | Number of PSUs Actually Earned for 2021-2023 Performance Period (#) | | Ms. Timm | 13,275 | 6,399 |

  74. Other Long-Term Awards

    Other Long-Term Awards Other long-term incentive awards are granted to our NEOs from time to time, such as when they are initially hired, when they are promoted or assume additional responsibilities. The awards may be made to induce a candidate to join the Company, to recognize exemplary performance, to recognize the assumption of additional responsibilities and/ or to encourage retention. As part of the leadership transitions in fiscal 2023, the Committee made a number of one-time incentive awards, in the form of equity, signing bonuses, and guaranteed bonuses, designed to either induce the recipients to join the Company or to provide continuity at the senior executive level. The Committee was involved in each of these decisions and their philosophy took into account the need to attract and retain key members of management who would drive results, the scope of responsibility for these positions, and relevant market data. The following such awards were made in 2023: ■ In March 2023, Ms. Kent received an award of restricted stock units with a grant date fair value of $2,500,000 in connection with her appointment as Chief Legal Officer and Corporate Secretary. This award vests in three installments: 40% on the first anniversary of the grant date; 30% on the second anniversary of the grant date and 30% on the third anniversary of the grant date. ■ In April 2023, Ms. Timm received an award of restricted stock units with a grant date fair value of $1,500,000 in recognition of her ongoing contributions to the Company, including her leadership on the execution of the Company’s strategic priorities, and in consideration for her continued employment with the Company. This award vests on the first anniversary of the grant date provided Ms. Timm remains employed with the Company through the vesting date, except in the event of a qualifying termination. If Ms. Timm voluntarily resigns or is terminated for Cause (as defined in the Restricted Stock Unit Agreement) between the vesting date and May 1, 2025, she is required to reimburse the Company for the RSU grant per the terms set forth in the grant agreement. ■ In October 2023, Mr. Hand received an award of restricted stock units with a grant date fair value of $2,250,000 in connection with his appointment as Senior Executive Vice President and Director of Stores. This award vests in three installments: 40% on the first anniversary of the grant date; 40% on the second anniversary of the grant date and 20% on the third anniversary of the grant date. ■ In April 2023, Mr. Alves received an award of restricted stock units with a grant date fair value of $1,600,000 in connection with his appointment as President and Chief Operating Officer. The award agreement provided that it would vest in three installments: 40% on the first anniversary of the grant date; 40% on the second anniversary of the grant date and 20% on the third anniversary of the grant date. However, Mr. Alves departed the Company on November 17, 2023 and in connection with his departure and pursuant to his grant agreement, any restricted stock units that would have vested during the two year period following termination of his employment automatically vested.

  75. Fiscal 2024 compensation changes

    Fiscal 2024 compensation changes Consistent with past practice, at its March 2024 meeting, the Committee evaluated the salaries, and the LTIP and AIP award opportunities for our NEOs for fiscal 2024 and made several changes. In light of the departure of Mr. Alves as the Company’s President and Chief Operating Officer (“COO”) and the increased responsibilities taken on by Mr. Hand and Ms. Kent as a result of the elimination of the President and COO roles, the Committee increased Mr. Hand’s salary by $25,000 and Ms. Kent’s salary by $50,000, effective as of April 1, 2024 and it increased Mr. Hand’s AIP target award opportunity for fiscal 2024 (as a percentage of salary) from 110% to 130%. The LTIP award mix (60% PSUs and 40% RSUs) for Mr. Hand and Ms. Kent remains unchanged for fiscal 2024. The Committee did not increase the salaries of the other NEOs for fiscal 2024, although it did change their LTIP award mix for fiscal 2024 to 65% PSUs and 35% RSUs. The Committee may revisit this award mix in future years. This change was one of a number of changes the Committee made to its fiscal 2024 compensation program for the NEOs which were intended to increase the Company’s focus on sales and performance-based compensation for fiscal 2024. Other changes for fiscal 2024, applicable to all NEOs, included the following: Under the AIP for fiscal 2024, the Committee chose to use merchandise sales (weighted at 60% of the award) and operating margin (weighted at 40% of the award) as the relevant performance goals.

  76. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below summarizes information concerning compensation for fiscal 2023 of those persons who were at February 3, 2024: (i) our Chief Executive Officer, (ii) our Chief Financial Officer, (iii) our three other most highly compensated executive officers; and (iv) our former Chief Operating Officer, Dave Alves, who would have been one of our three other most highly compensated executive officers if he had still been serving as an officer at the end of the year.

  77. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Thomas A. Kingsbury Chief Executive Officer | 2023 | 1,475,000 | — | 4,699,989 | — | 2,209,550 | — | 578,350 | 8,962,889 | | | 2022 | 240,246 | — | 3,775,000 | — | — | — | 412,619 | 4,427,865 | | Jill Timm(6) Chief Financial Officer | 2023 | 938,750 | 450,000 | 3,600,023 | | 1,057,160 | — | 113,205 | 6,159,138 | | | 2022 | 878,333 | — | 1,550,040 | — | — | — | 91,255 | 2,519,628 | | | 2021 | 850,000 | — | 1,250,055 | — | 1,419,000 | — | 69,836 | 3,588,891 | | Fred Hand(7) Senior Executive Vice President, Director of Stores | 2023 | 309,896 | 525,000 | 2,924,994 | — | 293,140 | — | 36,389 | 4,089,419 | | Nick Jones(8) Chief Merchandising and Digital Officer | 2023 | 781,251 | 1,380,000 | 1,999,987 | — | 448,560 | — | 452,598 | 5,062,396 | | Jennifer Kent(9) Senior Executive Vice president, Chief Legal Officer and Secretary | 2023 | 616,898 | 450,000 | 3,849,991 | — | 612,040 | — | 64,959 | 5,593,888 | | Dave Alves(10) Former President and Chief Operating Officer | 2023 | 731,179 | 1,400,000 | 3,599,997 | — | 364,751 | — | 2,411,921 | 8,507,848 |

  78. SUMMARY COMPENSATION TABLE

    (1) The amounts shown represent the aggregate grant date fair value for awards granted in 2023, 2022 and 2021 computed in accordance with FASB ASC Topic 718. See Note 6 to our fiscal 2023 audited financial statements included in our Annual Report on Form 10-K for additional details. (2) Includes the aggregate grant date fair value of performance share units that could be earned pursuant to the 2023-2025 LTIP grant based on the probable outcome of the performance conditions as of the grant date. Actual payments for the 2023-2025 LTIP will be based on our financial performance in fiscal years 2023-2025 and are subject to a modifier based on Kohl’s total shareholder return relative to the TSR Peer Group over the three-year performance period, as described more fully in Compensation Discussion & Analysis. The range of potential payments under the awards is set forth below. Mr. Alves forfeited any potential payments upon his termination.

  79. SUMMARY COMPENSATION TABLE

    | | Amount Reported | Other Possible Amounts | | | | NEO | (Target) ($) | Minimum ($) | Threshold ($) | Maximum ($) | | Mr. Kingsbury | 4,699,989 | — | 1,762,496 | 11,749,972 | | Ms. Timm | 1,260,009 | — | 472,503 | 3,150,023 | | Mr. Hand | 404,995 | — | 151,873 | 1,012,487 | | Mr. Jones | 1,199,995 | — | 449,998 | 2,999,988 | | Ms. Kent | 809,999 | — | 303,750 | 2,024,998 | | Mr. Alves | 1,199,995 | — | — | — |

  80. SUMMARY COMPENSATION TABLE

    | 64 | Corporate.Kohls.com |

  81. SUMMARY COMPENSATION TABLE

    The amounts shown represent incentive payments awarded under our Annual Incentive Plan based on our performance during the year indicated, but actually paid in the following year, less any portion of such payment disclosed in the bonus column due to the terms of an offer letter (see below for Mr. Jones and Mr. Alves). (4) We have no defined benefit or actuarial pension plans. All earnings in our nonqualified deferred compensation plan are at market values and are therefore omitted from the table. (5) A detailed breakdown of “All Other Compensation” is provided in the table below. (6) $450,000 bonus amount is a payout from the previously disclosed cash award Ms. Timm received in recognition of her service and continued employment on November 29, 2022. Ms. Timm’s stock awards include both her annual award and the previously disclosed $1,500,000 restricted stock unit grant she received in recognition of her service and continued employment on April 21, 2023. (7) Mr. Hand joined Kohl’s on September 25, 2023. Pursuant to his initial offer letter, he received $525,000 intended as a signing incentive. He also received restricted stock unit grants with a grant date fair value of $2,250,000 and a prorated 2023 LTIP award which consisted of restricted stock units with a grant date fair value of $270,000 and performance share units with a grant date fair value of $405,000. (8) Mr. Jones joined Kohl’s on March 20, 2023. Pursuant to his initial offer letter, he received $750,000 intended as a signing incentive and to offset any relocation expenses not covered by the relocation policy and other obligations. $630,000 of Mr. Jones’ Annual Incentive Plan payment is disclosed in the bonus column due to the provision in his offer letter guaranteeing him this minimum bonus. Even if a portion of this Annual Incentive payment were not guaranteed, Mr. Jones would have earned a total Annual Incentive Plan payment of $1,078,560, which is well above the minimum amount guaranteed in his offer letter. (9) Ms. Kent joined Kohl’s on February 20, 2023. Pursuant to her initial offer letter, she received $450,000 intended as a signing incentive and a one-time restricted stock unit award with a grant date fair value of $2,500,000. (10) Mr. Alves joined Kohl’s on March 27, 2023 and departed on November 17, 2023. Pursuant to his initial offer letter, he received $1,400,000 intended as a signing incentive and to offset any incentive payments he was expecting to receive from his then current employer. Mr. Alves 2023 annual incentive plan payment was prorated based on his termination date and this prorated amount was also reduced by $700,000 per the terms of his initial offer letter. He also received restricted stock unit grants with a grant date fair value of $1,600,000. In connection with his departure in 2023, Mr. Alves forfeited all of his performance share units and a portion of the restricted stock units awarded to him in 2023, as described in further detail in the Grant of Plan-Based Awards Table below.

  82. SUMMARY COMPENSATION TABLE

    | Name | Our Contribution to Executive Officer’s Defined Contribution Plan Accounts ($) | Payments Made by Us for Term Life, Long-Term Disability and Accidental Death and Dismemberment Insurance ($) | Our Reimbursement of Financial Planning and Tax Advice Expenses ($) | Automobile Expense Allowance ($) | Relocation and Travel Expense Reimbursement ($) | Supplemental Health Care Coverage(a) ($) | Utilization of Company Owned or Chartered Aircraft(b) ($) | Post- Employment Contractual Benefits(c) ($) | Other(d) ($) | Total ($) | | Mr. Kingsbury | 16,500 | 11,920 | 25,737 | 21,600 | 160,000 | 50,000 | 244,193 | — | 48,400 | 578,350 | | Ms. Timm | 16,500 | 18,705 | — | 18,000 | — | 50,000 | — | — | 10,000 | 113,205 | | Mr. Hand | — | 4,639 | — | 6,750 | — | 25,000 | — | — | — | 36,389 | | Mr. Jones | — | 7,982 | — | 17,620 | 257,678 | 50,000 | — | — | 119,318 | 452,598 | | Ms. Kent | — | 16,989 | 2,720 | 17,250 | — | 25,000 | — | — | 3,000 | 64,959 | | Mr. Alves | — | 15,337 | 6,010 | 16,443 | 74,131 | 50,000 | — | 2,250,000 | — | 2,411,921 |

  83. SUMMARY COMPENSATION TABLE

    (a) Amounts shown are coverage limits in order to protect the confidentiality of our executives’ actual medical expenses. Our actual expense for providing this benefit may have been substantially less than the amounts shown. (b) For increased safety and efficiency, Mr. Kingsbury is permitted to use company owned or charted aircraft for business purposes and personal travel. The value of the personal use of company aircraft benefit is limited to a maximum of $250,000 in aggregate incremental cost per year. Amounts shown are the incremental costs of personal use of Kohl’s-owned or chartered aircraft, and are based on either actual charter expense or, with respect to Kohl’s-owned aircraft utilization, the direct cost of use per hour, which includes fuel, maintenance, engine restoration cost reserves, crew travel expenses, landing and parking fees and supplies. For amounts in excess of $250,000, Mr. Kingsbury has entered into an Aircraft Time Sharing Agreement with us that allows him to reimburse us for the cost of his personal use of corporate aircraft based on the cost of each flight to us. The cost is calculated based on the actual expenses incurred for each flight permitted to be charged under Federal Aviation Regulation 14 C.F.R. § 91.501(d), in no event to exceed the maximum allowed under Federal Aviation Regulations. Mr. Kingsbury’s use of company owned or chartered aircraft did not exceed $250,000 in fiscal 2023 and therefore he was not required to reimburse us under this agreement for any personal use of corporate aircraft during fiscal 2023. (c) As described below in the section captioned “Potential Payments Upon Termination or Change of Control.” Consists of occasional security expenses for Mr. Kingsbury, charitable contribution matching for Ms. Timm and Ms. Kent, and pre-employment consulting services for Mr. Jones.

  84. SUMMARY COMPENSATION TABLE

    | Kohl’s Corporation | 2024 Proxy Statement | 65 |

  85. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023

  86. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Equity Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Mr. Kingsbury(5) | | 645,313 | 2,581,250 | 3,871,875 | — | — | — | — | — | — | — | | | 3/27/2023 | — | — | — | 73,714 | 196,570 | 491,425 | — | — | — | 4,699,989 | | Ms. Timm(6) | | 308,750 | 1,235,000 | 1,852,500 | — | — | — | — | — | — | — | | | 3/27/2023 | — | — | — | 19,762 | 52,698 | 131,745 | — | — | — | 1,260,009 | | | 3/27/2023 | — | — | — | — | — | — | 38,728 | — | — | 840,010 | | | 4/21/2023 | — | — | — | — | — | — | 64,767 | — | — | 1,500,004 | | Mr. Hand(7) | | 85,613 | 342,453 | 513,679 | — | — | — | — | — | — | — | | | 10/13/2023 | — | — | — | 7,717 | 20,579 | 51,448 | — | — | — | 404,995 | | | 10/13/2023 | — | — | — | — | — | — | 126,404 | — | — | 2,249,991 | | | 10/13/2023 | — | — | — | — | — | — | 15,169 | — | — | 270,008 | | Mr. Jones(8) | | 630,000 | 1,260,000 | 1,890,000 | — | — | — | — | — | — | — | | | 3/27/2023 | — | — | — | 18,821 | 50,188 | 125,470 | — | — | — | 1,199,995 | | | 3/27/2023 | — | — | — | — | — | — | 36,883 | — | — | 799,992 | | Ms. Kent(9) | | 178,750 | 715,000 | 1,072,500 | — | — | — | — | — | — | — | | | 3/15/2023 | — | — | — | — | — | — | 107,805 | — | — | 2,499,998 | | | 3/27/2023 | — | — | — | 12,704 | 33,877 | 84,693 | — | — | — | $809,999 | | | 3/27/2023 | — | — | — | — | — | — | 24,896 | — | — | 539,994 | | Mr. Alves(10) | | — | 875,000 | 1,662,500 | — | — | — | — | — | — | — | | | 3/27/2023 | — | — | — | 18,821 | 50,188 | 125,470 | — | — | — | 1,199,995 | | | 3/27/2023 | — | — | — | — | — | — | 36,883 | — | — | 799,992 | | | 4/14/2023 | — | — | — | — | — | — | 68,435 | — | — | 1,600,010 |

  87. GRANTS OF PLAN-BASED AWARDS IN 2023

    (1) Shown are the Threshold, Target and Maximum payouts for which each executive was eligible under our Annual Incentive Plan with respect to fiscal 2023 performance. Amounts actually earned with respect to these awards are included in the Summary Compensation Table as Non-Equity Incentive Plan compensation, except as otherwise noted. Further detail regarding actual 2023 awards can be found in the Compensation Discussion & Analysis. (2) Represents range of performance share units that could be earned pursuant to the 2023-2025 LTIP grants. The actual number of performance share units earned is dependent upon Kohl’s cumulative net sales, operating margin percentage, and operating cash flow during the three-year performance period, ranges from 0% to 200% of the target amount and is subject to a modifier based on Kohl’s total shareholder return relative to the TSR Modifier Group over the three-year performance period. See the Compensation Discussion & Analysis for a more detailed description of the performance measures. (3) Represents restricted stock units awarded under our 2017 Long-Term Compensation Plan. (4) Amounts shown represent the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. See Note 6 to our fiscal 2023 audited financial statements included in our Annual Report on Form 10-K for additional details. (5) Mr. Kingsbury was appointed Chief Executive Officer on February 2, 2023. Pursuant to his initial offer letter, he received performance share units with a grant date fair value of $4,700,000 and in light of his restricted stock unit grant in fiscal 2022, he did not receive any restricted stock units in 2023. (6) As previously disclosed, Ms. Timm received a restricted stock unit award with a grant date fair value of $1,500,000 in recognition of her service and continued employment, subject to clawback should Ms. Timm voluntarily resign without good reason or be terminated for cause in the one-year period following the vesting of the award. (7) Mr. Hand joined Kohl’s on September 25, 2023. Pursuant to his initial offer letter, he received a one-time restricted stock unit award with a grant date fair value of $2,250,000 and a prorated 2023 LTIP award which consisted of restricted stock units with a grant date fair value of $270,000 and performance share units with a grant date fair value of $405,000. (8) Mr. Jones joined Kohl’s on March 20, 2023. Pursuant to his initial offer letter, his 2023 annual incentive payout would be no less than 50% of his target opportunity (i.e., $630,000). Ms. Kent joined Kohl’s on February 20, 2023. Pursuant to her initial offer letter, she received a one-time restricted stock unit award with a grant date fair value of $2,500,000.

  88. GRANTS OF PLAN-BASED AWARDS IN 2023

    | 66 | Corporate.Kohls.com |

  89. GRANTS OF PLAN-BASED AWARDS IN 2023

    Mr. Alves joined Kohl’s on March 27, 2023. Pursuant to his initial offer letter, he received a one-time restricted stock unit award with a grant date fair value of $1,600,000. In connection with his departure, Mr. Alves forfeited his performance share units from the 2023-2025 LTIP grant, one-half of the restricted stock units granted on March 27, 2023, and one-fifth of the restricted stock units awarded to him on April 14, 2023. Also, pursuant to his initial offer letter Mr. Alves received a signing incentive of $1,400,000, of which, up to $700,000 would be used as an offset against any annual incentive payment he earned in fiscal 2023. The amounts listed for threshold, target and maximum under the Estimated Future Payouts Under Non-Equity Incentive Plan Awards for Mr. Alves have each been reduced by $700,000. We are currently authorized to issue equity awards under our 2017 Long-Term Compensation Plan. Awards under our 2017 Plan may be in the form of stock options, stock appreciation rights, common stock including restricted stock, common stock units, performance units and performance shares. Our executives do not participate in any other long- or short-term equity incentive plans.

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information for each named executive officer with respect to unvested restricted stock, unvested restricted stock units and performance share units that had not been earned or vested at February 3, 2024. There were no outstanding options to purchase our common stock at February 3, 2024.

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards and Units(1) | | | | Equity Incentive Plan Awards(1)(3) | | | | | | Number of Shares of Stock That Have Not Vested (#) | Vesting Schedule | | Market Value of Shares of Stock That Have Not Vested(2) ($) | Number of Units of Stock That Have Not Vested (#) | Vesting Schedule | | Market Value of Units of Stock That Have Not Vested(2) ($) | | Name | | Annual Award Vesting | Future Vesting Date(s) | | | Scheduled Vesting Date | Performance Period | | | Mr. Kingsbury | | | | | 209,489 | March 2026 | 2023-2025 | 5,530,510(8) | | Ms. Timm | 15,422 | 20% | December 13, 2024 | 407,141 | 6,399 | March 12, 2024 | 2021-2023 | 168,934(6) | | | 8,383 | 25% | March 27, 2024 | 221,311 | 5,640 | March 2025 | 2022-2024 | 148,896(7) | | | 5,074 | 25% | March 29, 2024, 2025 | 133,954 | 56,162 | March 2026 | 2023-2025 | 1,482,677(8) | | | 8,739 | 25% | March 28, 2024, 2025, 2026 | 230,710 | | | | | | | 41,274 | 25% | March 27, 2024, 2025, 2026, 2027 | 1,089,634 | | | | | | | 69,024 | 100% | April 21, 2024 | 1,822,234 | | | | | | Mr. Hand | 128,728 | | October 13, 2024, 2025, 2026(4) | 3,398,419 | 20,958 | March 2026 | 2023-2025 | 553,291(8) | | | 15,448 | 25% | October 13, 2024, 2025, 2026, 2027 | 407,827 | | | | | | Mr. Jones | 39,307 | 25% | March 27, 2024, 2025, 2026, 2027 | 1,037,705 | 53,487 | March 2026 | 2023-2025 | 1,412,057(8) | | Ms. Kent | 114,890 | | March 15, 2024, 2025, 2026(5) | 3,033,096 | 36,104 | March 2026 | 2023-2025 | $953,146(8) | | | 26,533 | 25% | March 27, 2024, 2025, 2026, 2027 | 700,471 | | | | | | Mr. Alves | — | — | — | — | — | — | — | — |

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Includes accrued but unvested dividend equivalent shares. (2) Based upon the $26.40 price of our common stock on February 3, 2024. (3) The units reported in this column represent potentially issuable shares pursuant to performance share units granted under the company’s LTIP. The performance share units are scheduled to vest on the annual dates listed. The number of shares that will actually become issuable is contingent upon Kohl’s cumulative net sales, operating margin, and operating cash flow in relation to pre-established performance hurdles during the respective performance period. The number of units reported in this column assumes Kohl’s achieves the performance hurdle levels required for a payout at the noted level. (4) Award vests 40% in 2024 and 2025, and 20% in 2026. (5) Award vests 40% in 2024, and 30% in 2025 and 2026. (6) Reflects payout at “Actual”. (7) Reflects payout at “Threshold”. Reflects payout at “Target”.

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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  94. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023

  95. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Kingsbury | — | — | 146,052 | 3,794,519 | | Ms. Timm | — | — | 119,710 | 3,217,053 | | Ms. Hand | — | — | — | — | | Mr. Jones | — | — | — | — | | Ms. Kent | — | — | — | — | | Mr. Alves(1) | — | — | 77,999 | 1,998,242 |

  96. OPTION EXERCISES AND STOCK VESTED IN 2023

    (1) Represents restricted stock units which vested in connection with Mr. Alves’ separation per the terms of his Executive Compensation Agreement dated March 27, 2023.

  97. PENSION BENEFITS

    PENSION BENEFITS We do not maintain any pension benefit plans for our officers or Directors that would otherwise be disclosable in these proxy materials.

  98. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION We have no retirement plans for our executive officers other than defined contribution plans and a retiree health plan for certain former principal officers. Approximately 300 of our executives are eligible for participation in the Kohl’s Deferred Compensation Plans, which are unfunded, unsecured plans. The Deferred Compensation Plans allow our executives to defer all or a portion of their base salary and bonuses. Elections to participate in these plans are made by our executives on an annual basis, prior to the beginning of the year in which the compensation is earned. We do not make any company contributions to the Deferred Compensation Plans. The aggregate balance of each participant’s account consists of amounts that have been deferred by the participant, plus earnings (or minus losses). We deposit the deferred amounts into a trust for the benefit of plan participants. In accordance with tax requirements, the assets of the trust are subject to claims of our creditors. Account balances are deemed invested in accordance with investment elections designated by the executive from time to time but no more frequently than monthly. There are several investment options available to plan participants, including money market/fixed income funds, domestic and international equity funds, blended funds, and pre-allocated lifestyle fund investments. Deferred account balances are distributed to the plan participants in accordance with elections made by the participant at the time of the deferral. These distributions may be scheduled for future years while the executive remains our employee or following the participant’s termination of employment, either in a lump sum or in installments. A separate distribution election is made by plan participants with respect to account balance distributions in the event of a change of control of Kohl’s. During fiscal 2023, none of the NEOs carried a balance in or made any contributions to the Company’s Deferred Compensation Plan.

  99. NONQUALIFIED DEFERRED COMPENSATION

    | Kohl’s Corporation | 2024 Proxy Statement | 69 |

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Upon termination of their employment or a change of control of Kohl’s, our NEOs would be entitled to various payments and other benefits pursuant to their respective Employment or Executive Compensation Agreement, our 2017 Long-Term Compensation Plan, our Annual Incentive Plan, and our associate merchandise discount program.

  101. Potential Payments and Benefits Under Employment Agreement

    Potential Payments and Benefits Under Employment Agreement Mr. Kingsbury entered into an employment agreement with the Company on May 10, 2023. The current term of his agreement ends on May 10, 2025, unless extended. In the event of a CEO transition during his term, he can either transition to the position of Advisor to the CEO for the remainder of the term, or he could invoke “good reason” as detailed below. He is entitled to the benefits described below upon his termination of employment.

  102. Potential Benefit Summary— Mr. Kingsbury

    | Potential Payments to Mr. Kingsbury | Voluntary Termination by Executive ($) | Involuntary Termination by Kohl’s With Cause ($) | Termination by Executive for Good Reason (No Change of Control) ($) | Termination by Executive for Good Reason (Following a Change of Control) ($) | Termination Due to Disability ($) | Death ($) | | Severance Payment | — | — | 1,862,945 | 7,947,320 | 737,500 | 737,500 | | Pro Rated Bonus(1) | — | — | 2,214,713 | 2,214,713 | 2,214,713 | 2,214,713 | | Health Care Continuation | — | — | 12,858 | 28,129 | — | — | | Outplacement | — | — | 20,000 | 20,000 | — | — | | Value of Accelerated Performance Share Units(2) | — | — | — | 5,530,510 | 5,530,510 | 5,530,510 | | Total | — | — | 4,110,517 | 15,740,672 | 8,482,723 | 8,482,723 |

  103. Potential Payments and Benefits Under Executive Compensation Agreements

    Potential Payments and Benefits Under Executive Compensation Agreements Mses. Timm and Kent and Messrs. Hand and Jones are party to substantially identical executive compensation agreements that provide the following payments and other benefits upon a termination of employment or a change of control of Kohl’s. Except as otherwise provided below, the following sections describe the arrangements and benefits in place as of the last day of Fiscal 2023 with these four NEOs that entitle them to payments upon certain terminations of employment or a change in control of Kohl’s.

  104. Potential Benefit Summary— Ms. Timm

    | Potential Payments to Ms. Timm | Voluntary Termination by Executive ($) | Involuntary Termination by Kohl’s With Cause ($) | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($) | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($) | Termination Due to Disability ($) | Death ($) | | Severance Payment | — | — | 1,900,000 | 3,432,667 | 475,000 | 475,000 | | Pro Rated Bonus(1) | — | — | 1,057,160 | — | 1,057,160 | 1,057,160 | | Health Care Continuation | — | — | 31,118 | 31,118 | — | — | | Outplacement | — | — | 20,000 | 20,000 | — | — | | Value of Accelerated Restricted Stock and Restricted Stock Units(2) | — | — | 3,283,236 | 3,904,982 | 3,904,982 | 3,904,982 | | Value of Accelerated Performance Share Units(3) | — | — | — | 2,230,133 | 1,800,481 | 2,230,133 | | Acceleration of Cash Award | 412,500 | 412,500 | 450,000 | 450,000 | | | | Total | — | — | 6,704,014 | 10,031,400 | 7,687,649 | 8,117,276 |

  105. Potential Benefit Summary— Ms. Kent

    | Potential Payments to Ms. Kent | Voluntary Termination by Executive ($) | Involuntary Termination by Kohl’s With Cause ($) | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($) | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($) | Termination Due to Disability ($) | Death ($) | | Severance Payment | — | — | 1,300,000 | 1,300,000 | 325,000 | 325,000 | | Pro Rated Bonus(1) | — | — | 612,040 | — | 612,040 | 612,040 | | Health Care Continuation | — | — | 31,118 | 31,118 | — | — | | Outplacement | — | — | 20,000 | 20,000 | — | — | | Value of Accelerated Restricted Stock Units(2) | — | — | 3,383,332 | 3,733,567 | 3,733,567 | 3,733,567 | | Value of Accelerated Performance Share Units(3) | — | — | — | 953,146 | 953,146 | 953,146 | | Total | — | — | 5,346,490 | 6,037,831 | 5,623,753 | 5,623,753 |

  106. Potential Benefit Summary— Mr. Hand

    | Potential Payments to Mr. Hand | Voluntary Termination by Executive ($) | Involuntary Termination by Kohl’s With Cause ($) | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($) | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($) | Termination Due to Disability ($) | Death ($) | | Severance Payment | — | — | 1,750,000 | 1,750,000 | 437,500 | 437,500 | | Pro Rated Bonus(1) | — | — | 293,140 | — | 293,140 | 293,140 | | Health Care Continuation | — | — | 20,361 | 20,361 | — | — | | Outplacement | — | — | 20,000 | 20,000 | — | — | | Value of Accelerated Restricted Stock Units(2) | — | — | 2,922,649 | 3,806,246 | 3,806,246 | 3,806,246 | | Value of Accelerated Performance Share Units(3) | — | — | — | 553,291 | 553,291 | 553,291 | | Total | — | — | 5,006,150 | 6,149,899 | 5,090,178 | 5,090,178 |

  107. Potential Benefit Summary— Mr. Jones

    | Potential Payments to Mr. Jones | Voluntary Termination by Executive ($) | Involuntary Termination by Kohl’s With Cause ($) | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (No Change of Control) ($) | Termination by Executive for Good Reason or Involuntary Termination by Kohl’s Without Cause (Following a Change of Control) ($) | Termination Due to Disability ($) | Death ($) | | Severance Payment | — | — | 1,800,000 | 1,800,000 | 450,000 | 450,000 | | Pro Rated Bonus(1) | — | — | 1,078,560 | — | 1,078,560 | 1,078,560 | | Health Care Continuation | — | — | 20,361 | 20,361 | — | — | | Outplacement | — | — | 20,000 | 20,000 | — | — | | Value of Accelerated Restricted Stock Units(2) | — | — | 518,852 | 1,037,705 | 1,037,705 | 1,037,705 | | Value of Accelerated Performance Share Units(3) | — | — | — | 1,412,057 | 1,412,057 | 1,412,057 | | Total | — | — | 3,437,774 | 4,290,123 | 3,978,322 | 3,978,322 |

  108. CEO pay ratio

    CEO pay ratio Each year, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer. As of February 3, 2024, the median Kohl’s employee was a part-time store associate. We 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 February 3, 2024, that Kohl’s believes would significantly impact the pay ratio disclosure. Mr. Kingsbury’s annual total compensation for fiscal 2023 was $8,962,889, as reported in the Summary Compensation Table of this proxy statement. The fiscal 2023 annual total compensation for our median employee was $12,366, as determined under the Summary Compensation Table rules. The ratio of our CEO’s annualized total compensation to our median employee’s annual total compensation for fiscal 2023 is 725:1. This information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. 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.

  109. Pay versus performance

    Pay versus performance The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our non-PEO NEOs along with total shareholder return, net income, and net sales performance results for our fiscal 2023, 2022, 2021, and 2020:

  110. Pay versus performance

    | Year(1) | Summary Compensation Table Total for First PEO ($) | Summary Compensation Table Total for Second PEO ($) | Compensation Actually Paid to First PEO(2)(3)($) ($) | Compensation Actually Paid to Second PEO(2)(3)($) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officer(2)(3)($) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss)(6) ($) | Net Sales(6)(7) ($) | | | | | | | | | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2023 | 8,962,889 | — | 9,769,583(8) | — | 5,882,538 | 6,168,329(8) | 75.08 | 174.14 | 317 | 16,586 | | 2022 | 9,034,094 | 4,427,865 | (57,026,989)(9) | 4,710,588(9) | 3,420,060 | (3,655,769)(9) | 82.19 | 123.99 | (19) | 17,161 | | 2021 | 12,924,834 | — | 34,227,502(10) | — | 4,016,239 | 8,475,219(10) | 148.59 | 149.72 | 938 | 18,471 | | 2020 | 12,855,375 | — | 31,770,487(11) | — | 3,836,246 | 7,644,846(11) | 106.88 | 141.39 | (163) | 15,031 |

  111. Pay versus performance

    (1) NEOs included in the above compensation columns reflect the following:

  112. Pay versus performance

    | Year | PEO #1 | PEO #2 | Non-PEOs | | 2023 | Mr. Kingsbury | N/A | Ms. Timm, Mr. Hand, Mr. Jones, Ms. Kent, Mr. Alves | | 2022 | Ms. Gass | Mr. Kingsbury | Ms. Timm, Mr. Chini, Ms. Mc Feeney, Ms. Raymond, Mr. Gaffney, Mr. Revelle | | 2021 | Ms. Gass | N/A | Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Gaffney | | 2020 | Ms. Gass | N/A | Ms. Timm, Mr. Howe, Mr. Revelle, Mr. Kelroy |

  113. Pay versus performance

    (2) Fair value or change in fair value, as applicable, of equity awards in the “Actually Paid” columns was determined by reference to (1) for restricted stock awards and units, closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (2) for performance share units the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) multiplied times the probability of achievement as of each such date. (3) For the portion of “Actually Paid” compensation that is based on year-end stock prices, the following per share prices were used:

  114. Pay versus performance

    | 2023 | 2022 | 2021 | 2020 | 2019 | | $26.40 | $31.49 | $60.16 | $44.06 | $42.75 |

  115. Pay versus performance

    Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the applicable measurement period (assuming dividend reinvestment) and the difference between the Company’s share price at the

  116. Pay versus performance

    | 80 | Corporate.Kohls.com |

  117. Pay versus performance

    end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Cumulative TSR for each fiscal year assumes an investment of $100 at the beginning of the applicable measurement period. (5) Peer group TSR reflects the Company’s 2023 peer group which is the S&P 500 Consumer Discretionary Distribution & Retailing Index (formerly known as the S&P 500 Retailing Index) as reflected in our 2023 Annual Report on Form the 10-K pursuant to Item 201(e) of Regulation S-K. The chart assumes an investment of $100 on February 1, 2020 and reinvestment of dividends. The calculations exclude trading commissions and taxes. (6) Dollars in Millions (7) Net Sales is the financial measure that the Company believes to be the most important measure (that is not otherwise required to be disclosed in the table) it used in the most recent fiscal year to determine compensation. (8) 2023 compensation “Actually Paid” to PEO and the average Actually Paid to non-PEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

  118. Pay versus performance

    | Adjustments to Determine 2023 Compensation “Actually Paid” | First PEO ($) | Average Non-PEO ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 8,962,889 | 5,882,538 | | Less, Value of Stock Awards Reported in SCT | (4,699,989) | (3,194,999) | | Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | 5,938,380 | 3,248,521 | | Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | — | (67,486) | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | 399,648 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (431,697) | (99,893) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | | Total Adjustments | 806,694 | 285,791 | | Actual Compensation Actually Paid for Fiscal Year 2023 | 9,769,583 | 6,168,329 |

  119. Pay versus performance

    (9) 2022 compensation “Actually Paid” to the first PEO, second PEO, and the average Actually Paid to non-PEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

  120. Pay versus performance

    | Adjustments to Determine 2022 Compensation “Actually Paid” | First PEO ($) | Second PEO ($) | Average Non-PEO ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | 9,034,094 | 4,427,865 | 3,420,060 | | Less, Value of Stock Awards Reported in SCT | (7,549,993) | (3,920,000) | (1,891,344) | | Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | — | 4,226,216 | 972,774 | | Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | — | — | (2,905,529) | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | 67,135 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | 143,079 | (23,493) | (389,692)(a) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | (58,654,169) | — | (2,929,173)(a) | | Total Adjustments | (66,061,083) | 282,723 | (7,075,829) | | Actual Compensation Actually Paid for Fiscal Year 2022 | (57,026,989) | 4,710,588 | (3,655,769) |

  121. Pay versus performance

    In the 2023 Proxy, a Non-PEO stock award was incorrectly classified as a Prior Year award that Vested in Fiscal 2022 instead of a Prior Year award that failed to vest in Fiscal 2022. This classification has been corrected in the Average Non-PEO column and restated in the footnotes shown here. There is no impact to total adjustments or Compensation Actually Paid for Fiscal Year 2022.

  122. Pay versus performance

    | Kohl’s Corporation | 2024 Proxy Statement | 81 |

  123. Pay versus performance

    2021 compensation “Actually Paid” to PEO and the average Actually Paid to non-PEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

  124. Pay versus performance

    | Adjustments to Determine 2021 Compensation “Actually Paid” | First PEO ($) | Average Non-PEO ($) | | Total Reported in 2021 Summary Compensation Table (SCT) | 12,924,834 | 4,016,239 | | Less, Value of Stock Awards Reported in SCT | (7,250,011) | (1,375,046) | | Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | 14,444,589 | 2,739,579 | | Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | 12,179,438 | 2,675,545 | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | 1,928,652 | 418,902 | | Less, Prior Year 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 |

  125. Pay versus performance

    (11) 2020 compensation “Actually Paid” to PEO and the average Actually Paid to non-PEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

  126. Pay versus performance

    | Adjustments to Determine 2020 Compensation “Actually Paid” | First PEO ($) | Average Non-PEO ($) | | Total Reported in 2020 Summary Compensation Table (SCT) | 12,855,375 | 3,836,246 | | Less, Value of Stock Awards Reported in SCT | (8,853,685) | (1,962,007) | | Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | 35,993,323 | 7,091,195 | | Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | (6,205,629) | (782,823) | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (2,018,897) | (537,765) | | Less, Prior Year 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 |

  127. Pay versus performance

    As described in more detail in the “Compensation Discussion and Analysis” section, the Company’s executive compensation program reflects the philosophy that executive compensation should be directly linked to performance, with the ultimate objective of increasing long-term shareholder value. While the Company utilizes several performance metrics to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. The below graphical illustrations demonstrate the relationship between compensation actually paid to the NEOs over the last four fiscal years as compared to TSR, Net Income, and Net Sales over the last four fiscal years. Generally, compensation actually paid (for both the PEO(s) and NEOs) since fiscal 2020 has increased or decreased as each of TSR, Net Income, and Net Sales has increased or decreased, respectively. However, the compensation in fiscal 2022 for the PEOs does not exactly align with that trend as the first PEO’s compensation decreased significantly due to her departure and the second PEO’s compensation appears to deviate from the trend due to his Q4 2022 new hire award changing positively in value. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions (shown graphically) of the relationships between information presented in the Pay versus Performance table.

  128. Pay versus performance

    | 82 | Corporate.Kohls.com |

  129. Pay versus performance

    | Kohl’s Corporation | 2024 Proxy Statement | 83 |

  130. Pay versus performance

    The following unranked performance measures reflect the Company’s most important performance measures in effect for 2023, as further described and defined in the Compensation Discussion and Analysis.

  131. Pay versus performance

    | Most important Performance Measures for 2023 | | ■ Operating Income | | ■ Net Sales | | ■ Merchandise Sales | | ■ Operating Margin | | ■ Operating Cash Flow |

  132. Pay versus performance

    | 84 | Corporate.Kohls.com |

  133. Pay versus performance

    The following table presents information concerning the beneficial ownership of the shares of our common stock as of March 20, 2024, (unless otherwise noted) by: ■ each of our Directors and Nominees; ■ each of our named executive officers; ■ all of our 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 restricted stock units vest within sixty days of March 20, 2024, excluding dividends and dividend equivalents.

  134. Pay versus performance

    | Name of Beneficial Owner | Amount Beneficially Owned (#) | Percent of Class | | Directors and Executive Officers | | | | Wendy Arlin | 5,551(1) | * | | Michael J. Bender | 25,638(2) | * | | Peter Boneparth | 89,572(3) | * | | Yael Cosset | 27,969(4) | * | | Christine Day | 13,365(5) | * | | H. Charles Floyd | 27,497(6) | * | | Margaret L. Jenkins | 13,365(7) | * | | Robbin Mitchell | 15,386(8) | * | | Jonas Prising | 69,947(9) | * | | John E. Schlifske | 55,691(10) | * | | Adrianne Shapira | 30,852(11) | * | | Adolfo Villagomez | 5,133(12) | * | | Thomas A. Kingsbury | 177,762 | * | | Jill Timm | 229,341(13) | * | | Nicholas Jones | 9,220(14) | * | | Jennifer Kent | 36,472(15) | * | | Fred Hand | 2,605 | * | | David Alves | 41,338 | * | | All current Directors and executive officers as a group (19 persons) | 952,346(16) | * |

  135. Pay versus performance

    | Kohl’s Corporation | 2024 Proxy Statement | 85 |

  136. Pay versus performance

    | Name of Beneficial Owner | Amount Beneficially Owned (#) | Percent of Class | | 5% Owners | | | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 18,139,762(17) | 16.4% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 12,591,595(18) | 11.4% | | T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 | 9,302,829(19) | 8.4% | | FMR LLC 245 Summer Street Boston, Massachusetts 02210 | 8,286,173(20) | 7.5% | | Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 | 5,800,973(21) | 5.2% | | GIC Private Limited 168 Robinson Road #37-01 Capital Tower Singapore 068912 | 5,543,944(22) | 5.0% |

  137. Pay versus performance

    * Less than 1%. (1) Consists of 5,551 unvested restricted stock awards. (2) Includes 8,805 unvested restricted stock awards. (3) Includes 18,411 unvested restricted stock awards. (4) Includes 9,339 unvested restricted stock awards. (5) Includes 7,738 unvested restricted stock awards. (6) Includes 7,738 unvested restricted stock awards. (7) Includes 7,738 unvested restricted stock awards. (8) Includes 7,738 unvested restricted stock awards. (9) Includes 9,072 unvested restricted stock awards. (10) Includes 8,539 unvested restricted stock awards. (11) Includes 7,738 unvested restricted stock awards. (12) Consists of 5,133 unvested restricted stock awards. (13) Includes 23,804 unvested restricted stock awards and 79,155 restricted stock units that vest within sixty days of March 20, 2024. (14) Includes 9,220 restricted stock units that vest within sixty days of March 20, 2024. (15) Includes 6,224 restricted stock units that vest within sixty days of March 20, 2024. (16) Includes 155,355 unvested restricted stock awards and 111,016 restricted stock units that vest within sixty days of March 20, 2024. (17) According to the amended Schedule 13G filed January 22, 2024 by Blackrock, Inc. (“Blackrock”), Blackrock and certain affiliated entities were the beneficial owner of 18,139,762 shares of Kohl’s common stock as of December 31, 2023. The filing indicates that Blackrock and certain affiliated entities have sole voting power with respect to 17,583,998 shares and sole dispositive power with respect to 18,139,762 shares. (18) According to the amended Schedule 13G filed February 13, 2024 by The Vanguard Group (“Vanguard”), Vanguard and certain affiliated entities were the beneficial owner of 12,591,595 shares of Kohl’s common stock as of December 29, 2023. The filing indicates that Vanguard and certain affiliated entities have sole dispositive power with respect to 12,436,737 shares, shared voting power with respect to 37,978 shares and shared dispositive power with respect to 154,858 shares. According to the Schedule 13G filed February 14, 2024 by T. Rowe Price Associates, Inc. (“T. Rowe Price”), T. Rowe Price and certain affiliated entities were the beneficial owner of 9,302,829 shares of Kohl’s common stock as of December 31, 2023. The filing indicates that T. Rowe Price and certain affiliated entities have sole voting power with respect to 4,964,884 shares and sole dispositive power with respect to 9,302,829 shares.

  138. Pay versus performance

    | 86 | Corporate.Kohls.com |

  139. Pay versus performance

    According to the Schedule 13G filed February 9, 2024 by FMR LLC, FMR LLC and certain affiliated entities were the beneficial owner of 8,286,173 shares of Kohl’s common stock as of December 29, 2023. The filing indicates that FMR LLC and certain affiliated entities have sole voting power with respect to 8,246,661 shares and sole dispositive power with respect to 8,286,173 shares. (21) According to the Schedule 13G filed February 9, 2024 by Dimensional Fund Advisors LP (“Dimensional”), Dimensional and certain affiliated entities were the beneficial owner of 5,800,973 shares of Kohl’s common stock as of December 29, 2023. The filing indicates that Dimensional and certain affiliated entities have sole voting power with respect to 5,745,810 shares and sole dispositive power with respect to 5,800,973 shares. (22) According to the Schedule 13G filed February 8, 2024 by GIC Private Limited, GIC Private Limited and certain affiliated entities were the beneficial owner of 5,543,944 shares of Kohl’s common stock as of January 31, 2024. The filing indicates that GIC Private Limited and certain affiliated entities have sole voting power with respect to 5,336,944 shares, shared voting power with respect to 207,000 shares, sole dispositive power with respect to 5,336,944 shares, and shared dispositive power with respect to 207,000 shares.