DEF 14A of KOHLS Corp, Apr 10, 2026

DEF 14A of KOHLS Corp

Filed Apr 10, 2026 · FY20250001104659-26-041769

Open on EDGAR

  1. KOHL’S CORPORATION

    | 53 | Annual Cash Retainer | | 54 | Equity Awards | | 54 | Fiscal 2025 Program Review | | 54 | Stock Ownership Requirements | | 55 | Director Compensation Table | | 57 | EXECUTIVE COMPENSATION | | 57 | Proposal 2 — Advisory Vote to Approve the Compensation of our Named Executive Officers | | 59 | A Message from our Compensation Committee Chair | | 61 | Compensation Committee Report | | 62 | Compensation Discussion and Analysis | | 99 | Compensation Tables | | 99 | Summary Compensation Table | | 102 | Grants of Plan-Based Awards in 2025 | | 103 | Outstanding Equity Awards at Fiscal Year-End | | 104 | Options Exercised and Stock Vested in 2025 | | 104 | Pension Benefits | | 104 | Nonqualified Deferred Compensation | | 105 | Executive Compensation Agreements | | 105 | Potential Payments Upon Termination or Change of Control | | 115 | CEO Pay Ratio | | 115 | Pay versus Performance | | 121 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND MANAGEMENT | | 121 | Beneficial Ownership of Common Stock | | 123 | AUDIT MATTERS | | 123 | Proposal 3 — Ratification of the Appointment of our Independent Registered Public Accounting Firm | | 125 | Audit Committee Report | | 126 | Fees Paid to EY | | 126 | Pre-Approval Policies and Procedures | | 127 | MANAGEMENT PROPOSAL | | 127 | Proposal 4 — Approval of the Amended and Restated Kohl’s Corporation 2024 Long-Term Compensation Plan | | 127 | Rationale for the Proposed Amendments | | 129 | Key Features of the Amended and Restated Plan | | 130 | Equity Compensation Plan Information and Metrics | | 132 | General Description of the Amended and Restated Plan | | 138 | New Plan Benefits | | A-1 | APPENDIX A – KOHL’S CORPORATION 2024 LONG-TERM COMPENSATION PLAN, AS AMENDED AND RESTATED EFFECTIVE MAY 20, 2026 |

  2. Biographies

    Biographies Biographies of the eight Director nominees are provided below. These biographies include, for each nominee, their age, business experience, the publicly held organizations of which they are or have been a director within the past five years, and a discussion of the specific experience, skills, or qualifications that led to the conclusion that each should be nominated to serve as a Director.

  3. Biographies

    | WENDY ARLIN | | | Former Chief Financial Officer of Bath & Body Works, Inc. I Age 55 | | | Director since 2023 INDEPENDENT Committees ● Audit (Chair) ● Finance (Chair) | Retail and Consumer-Facing Experience ● Longstanding leadership experience in the retail and consumer brands sector, including nearly two decades at Bath & Body Works (formerly L Brands), where she served as Chief Financial Officer and held senior finance roles supporting brand growth, portfolio evolution, and large-scale organizational change | | | Select Key Skills and Expertise ● FINANCE, ACCOUNTING, OR FINANCIAL REPORTING: Extensive public company finance, accounting, and SEC reporting expertise developed as CFO of Bath & Body Works and Controller of L Brands ● SENIOR LEADERSHIP: Led enterprise-wide finance, risk management, procurement, and investor relations functions at a large, publicly traded retailer ● TRANSFORMATION STRATEGY: Guided complex restructuring, spin-off, and portfolio transformation initiatives in a dynamic retail environment | | | Career Highlights ● Bath & Body Works: Executive Vice President, Chief Financial Officer (August 2021 to July 2023) ● L Brands: Senior Vice President, Finance and Controller (2005 to July 2021) ● KPMG: Member of the Audit Practice (1993 to 2005) | | | Additional Public Company Boards (within past 5 years) ● The Wendy’s Company (December 2023 to present) ● WK Kellogg Co. (October 2023 to September 2025) | | | What Ms. Arlin Brings to Kohl’s Board Ms. Arlin brings deep financial expertise and experience supporting retail organizations through periods of change. As former Chief Financial Officer of Bath & Body Works and a longtime finance leader at L Brands, she provides the Board with perspective on financial planning and analysis, capital allocation, financial reporting and accounting, and enterprise risk management. Her involvement in significant restructuring initiatives, including the spin-off of Victoria’s Secret from L Brands, offers valuable perspective on portfolio strategy and value creation. As Chair of the Audit and Finance Committees, Ms. Arlin plays a key role in supporting the Board’s oversight of financial reporting, controls, and related governance matters. |

  4. Biographies

    | 20 | Corporate.Kohls.com |

  5. Biographies

    | MICHAEL J. BENDER | | | Chief Executive Officer of Kohl’s Corporation I Age 64 | | | Director since 2019 Committees ● Finance | Retail and Consumer-Facing Experience ● Extensive senior leadership experience across large, consumer-facing retail organizations, including Walmart, Victoria’s Secret, and Eyemart Express, with responsibility for customer experience, store operations, merchandising support, and omnichannel execution | | | Select Key Skills and Expertise ● TRANSFORMATION STRATEGY: Led enterprise-wide transformation initiatives across large retail organizations, including operating model redesign, digital integration, and business repositioning efforts ● TECHNOLOGY STRATEGY, DIGITAL, AND E-COMMERCE: Experience leveraging technology to drive business strategy, including as COO of Global eCommerce at Walmart, where he bridged the gap between digital and physical retail and integrated emerging technologies to enhance the customer experience ● OPERATIONS AND SUPPLY CHAIN MANAGEMENT: Extensive experience leading and optimizing large-scale retail operations, including store execution, supply chain performance, and cost and productivity management across nationwide retail organizations | | | Career Highlights ● Kohl’s Corporation: ● Chief Executive Officer (November 2025 to present) ● Interim Chief Executive Officer (May 2025 to November 2025) ● Eyemart Express: ● President and Chief Executive Officer (January 2018 to April 2022) ● President (September 2017 to January 2018) ● Walmart: ● Chief Operating Officer of Global e-Commerce (2014 to 2017) ● Executive Vice President, Walmart West division (2011 to 2014) ● Senior Vice President, Walmart Mountain division (2010 to 2011) ● Vice President and General Manager, Walmart Southwest division (2009 to 2010) ● Cardinal Health: Held a number of senior positions from 2003 to 2007, including President and General Manager – Retail and Alternate Care ● L Brands: Vice President of Store Operations – Victoria’s Secret (1999 to 2002) ● PepsiCo: 15 years in a variety of sales, finance, and operational roles | | | Additional Public Company Boards (within past 5 years) ● Acuity Brands (September 2022 to present) | | | What Mr. Bender Brings to Kohl’s Board As CEO of Kohl’s, Mr. Bender brings significant operational, omnichannel, and retail leadership experience directly into the boardroom. His career spans senior leadership roles at large, multi-channel retail organizations, including as CEO of Eyemart Express and as an executive and senior leader at Walmart, PepsiCo, and L Brands – Victoria’s Secret, where he developed an expertise in store operations, supply chain optimization, and scaling e-commerce platforms. Mr. Bender’s deep understanding of Kohl’s business, combined with his hands-on leadership of enterprise transformation and operational execution, enables the Board to benefit from real-time strategic insight as the Company advances its long-term growth strategy. |

  6. Biographies

    | Kohl’s Corporation | 2026 Proxy Statement | 21 |

  7. Biographies

    | YAEL COSSET | | | Executive Vice President and Chief Digital Officer of The Kroger Co. I Age 52 | | | Director since 2020 INDEPENDENT Committees ● Compensation ● Nominating and ESG (Chair) | Retail and Consumer-Facing Experience ● More than a decade of experience at The Kroger Co., one of the world’s largest grocery retailers, with senior leadership roles spanning digital, technology, data analytics, and e-commerce, supporting customer engagement and growth across a large, consumer-facing retail enterprise | | | Select Key Skills and Expertise ● TECHNOLOGY STRATEGY, DIGITAL, AND E-COMMERCE: Executive leadership of enterprise technology, data analytics, and e-commerce platforms at a leading omnichannel retailer, including digital growth, personalization, and monetization initiatives ● TRANSFORMATION STRATEGY: Over two decades of senior executive experience leading complex, consumer-facing organizations through periods of innovation and change ● OPERATIONS AND SUPPLY CHAIN MANAGEMENT: Leadership of large-scale digital and data-driven business operations, including e-commerce platforms, technology infrastructure, and analytics-based operating models supporting growth and customer engagement | | | Career Highlights ● The Kroger Co.: ● Executive Vice President and Chief Digital Officer (March 2025 to present), including leadership of Kroger’s eCommerce business unit and alternative profit portfolio businesses ● Senior Vice President and Chief Information Officer (February 2019 to March 2025), including responsibility for the 84.51° LLC subsidiary as of July 2020 ● Global Vice President and Chief Digital Officer (2017 to February 2019) ● Chief Information Officer and Chief Commercial Officer of 84.51° LLC (2015 to 2017) ● Dunnhumby Limited: Global Chief Information Officer (2010 to 2015), following various senior management positions ● MicroStrategy Incorporated: Held various senior management positions from 2000 to 2009 | | | Awards and Recognition ● Recognized by the NRF Foundation as one of six people shaping retail’s future in 2024 ● 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 | | | What Mr. Cosset Brings to Kohl’s Board Mr. Cosset brings deep digital, data, and technology experience relevant to Kohl’s ongoing omnichannel strategy. As Chief Digital Officer of Kroger, he oversees e-commerce, retail media, and data analytics platforms that support customer engagement and revenue growth. His background in applying analytics and technology to improve personalization, loyalty, and monetization provides the Board with practical insight into digital transformation and alternative profit streams. As Chair of the Nominating and ESG Committee, Mr. Cosset also supports alignment between Kohl’s governance, sustainability priorities, and long-term strategy. |

  8. Biographies

    | 22 | Corporate.Kohls.com |

  9. Biographies

    | H. CHARLES FLOYD | | | Former Executive Vice President and Global President of Operations of Hyatt Hotels Corporation I Age 66 | | | Director since 2017 INDEPENDENT Committees ● Audit ● Compensation | Retail and Consumer-Facing Experience ● Extensive experience in a global, consumer-driven service industry, developed over a 40-year career at Hyatt Hotels, including oversight of large-scale operations focused on customer experience, brand consistency, and frontline execution | | | Select Key Skills and Expertise ● OPERATIONS MANAGEMENT: Large-scale leadership across a service-driven consumer enterprise, with significant experience overseeing complex, distributed operations and driving consistent execution and productivity across a global footprint ● TRANSFORMATION STRATEGY: Global operational transformation leadership, with a proven track record of steering multinational operations through complex market environments and the COVID-19 pandemic, while driving strategic recovery and a return to strong performance ● HUMAN CAPITAL, CULTURE, OR COMPENSATION: Extensive experience leading and engaging large, frontline-oriented workforces, with a focus on operational culture and organizational resilience | | | Career Highlights ● Hyatt Hotels: ● Senior Advisor to the President and CEO (January 2024 to June 2024) ● Executive Vice President, Global President of Operations (2014 to December 2023) ● Executive Vice President, Group President – Global Operations Center (2012 to 2014) ● Chief Operating Officer – North America (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) | | | What Mr. Floyd Brings to Kohl’s Board Mr. Floyd brings extensive global operations and leadership experience developed over a 40-year career at Hyatt Hotels. Having overseen operations across more than 1,100 properties worldwide, including through the COVID-19 pandemic, he provides the Board with practical insight into operational resilience, workforce leadership, and customer experience in a service-driven environment. His experience managing large, complex organizations supports Kohl’s focus on consistent execution, in-store experience, and operational discipline. |

  10. Biographies

    | Kohl’s Corporation | 2026 Proxy Statement | 23 |

  11. Biographies

    | ROBBIN MITCHELL | | | Senior Advisor at The Boston Consulting Group I Age 61 | | | Director since 2021 INDEPENDENT Committees ● Audit ● Finance ● Nominating and ESG | Retail and Consumer-Facing Experience ● Over 25 years of retail and e-commerce experience across multiple categories, developed through senior operating roles at Club Monaco, Ralph Lauren, and other apparel companies, as well as advisory work on the Fashion and Luxury leadership team at The Boston Consulting Group | | | Select Key Skills and Expertise ● OPERATIONS AND SUPPLY CHAIN MANAGEMENT: Senior operating leadership experience across retail, merchandising, and supply chain functions, including oversight of global operations and end-to-end execution in large retail organizations ● MARKETING, PUBLIC RELATIONS, OR BRAND MANAGEMENT: Strong multi-brand experience spanning the luxury and contemporary apparel segments, with senior leadership responsibility for merchandising and brand-related functions ● TECHNOLOGY STRATEGY, DIGITAL, AND E-COMMERCE: Oversight of global e-commerce, retail systems, and technology-enabled operations, including integration of digital capabilities to support omnichannel performance and operational efficiency | | | Career Highlights ● Boston Consulting Group: ● Senior Advisor (August 2021 to present) ● Partner and Managing Director on the Fashion and Luxury leadership team (June 2016 to August 2021) ● Club Monaco: Chief Operating Officer (2011 to 2015) ● Ralph Lauren: Held several executive management positions from 2001 to 2011, including Senior Vice President, Chief of Staff, and Senior Vice President, Global Business Process Integration and Supply Chain Management ● 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 Companies (September 2021 to present) | | | What Ms. Mitchell Brings to Kohl’s Board Ms. Mitchell brings a combination of retail operations experience and strategic advisory expertise developed across the fashion and apparel sector. Having served as Chief Operating Officer of Club Monaco and having held senior leadership roles at Ralph Lauren and other apparel companies, she provides the Board with practical insight into merchandising, supply chain, and omnichannel operations. Her experience as a Senior Advisor and Partner at The Boston Consulting Group further enables her to contribute an external, analytical perspective on industry trends, transformation initiatives, and competitive positioning as Kohl’s continues to evolve its retail strategy. |

  12. Biographies

    | 24 | Corporate.Kohls.com |

  13. Biographies

    | JONAS PRISING | | | Chair and Chief Executive Officer of ManpowerGroup I Age 61 | | | Director since 2015 INDEPENDENT Committees ● Compensation (Chair) ● Nominating and ESG | Retail and Consumer-Facing Experience ● International consumer and product-facing experience developed through senior leadership roles at Electrolux, combined with extensive experience leading a global workforce solutions organization serving consumer-facing industries across multiple sectors and geographies | | | Select Key Skills and Expertise ● CURRENT PUBLIC COMPANY CEO: Chair and Chief Executive Officer of ManpowerGroup, a global workforce solutions company operating across numerous markets and regulatory environments ● HUMAN CAPITAL, CULTURE, OR COMPENSATION: Extensive experience leading large, global workforces, shaping talent strategies and overseeing workforce planning, culture, and compensation across a highly distributed organization ● TRANSFORMATION STRATEGY: Decades of senior executive leadership experience, overseeing strategy and operations at a multinational public company operating in a rapidly-evolving industry | | | Career Highlights ● ManpowerGroup: ● Chair (2015 to present) and Chief Executive Officer (2014 to present) ● ManpowerGroup President (2012 to 2014) ● President of the Americas division (2009 to 2014) ● Executive Vice President (2006 to 2010) ● World Business Council for Sustainable Development: Commissioner and Co-Chair of the Business Commission to Tackle Inequality (2022 to present) ● Electrolux: Held various international positions over ten years, including divisional head of Global Sales and Marketing | | | Additional Public Company Boards (within past 5 years) ● ManpowerGroup (2014 to present) | | | What Mr. Prising Brings to Kohl’s Board Mr. Prising provides a global leadership perspective grounded in human capital strategy, organizational effectiveness, and operational scale, informed by his role as Chair and Chief Executive Officer of ManpowerGroup. His experience overseeing a worldwide workforce solutions organization provides the Board with insight into labor market dynamics, talent management, and workforce planning relevant to Kohl’s large employee base, and directly informs his leadership of the Compensation Committee. His international business background and sustainability leadership further support the Board’s oversight of governance, culture, and long-term people and sustainability priorities. |

  14. Biographies

    | Kohl’s Corporation | 2026 Proxy Statement | 25 |

  15. Biographies

    | JOHN E. SCHLIFSKE | | | Former Chair and Chief Executive Officer of The Northwestern Mutual Life Insurance Company I Age 67 | | | Director since 2011 Chair of the Board INDEPENDENT Committees ● Finance ● Nominating and ESG | Retail and Consumer-Facing Experience ● Extensive experience leading a consumer-focused financial services organization, including oversight of customer-facing advisory services, product offerings, and client engagement as Chief Executive Officer of Northwestern Mutual | | | Select Key Skills and Expertise ● FINANCE, ACCOUNTING, OR FINANCIAL REPORTING: Led a large, complex financial services organization subject to rigorous capital, investment, and regulatory requirements, with deep experience in financial oversight, risk management, and long-term capital stewardship ● HUMAN CAPITAL, CULTURE, OR COMPENSATION: Led a large, professional workforce of more than 22,000 employees while driving organizational transformation, leadership development, and a strong performance-oriented culture ● TRANSFORMATION STRATEGY: Extensive executive leadership experience guiding a major financial services organization through long-term strategic transformation, complex governance and regulatory structures, and sustained organizational change | | | Career Highlights ● The Northwestern Mutual Life Insurance Company: ● Chair of the Board of Trustees (2010 to January 2025) ● Chief Executive Officer (2010 to 2024) ● Various executive positions overseeing the company’s investment and business operations since joining the organization in 1987, including President and Executive Vice President of Investment Products and Services | | | Awards and Recognition ● Recognized as 2023 Executive of the Year by Milwaukee Business Journal ● Recognized as 2019 Wisconsin Business Leader of the Year by the Harvard Business School Club of Wisconsin | | | What Mr. Schlifske Brings to Kohl’s Board As Board Chair, Mr. Schlifske brings leadership, financial acumen, and governance expertise developed over his tenure as Chair and Chief Executive Officer of Northwestern Mutual. He provides the Board unique insight into strategic and operational drivers of successful transformation, having led Northwestern Mutual’s evolution from a complex insurance company into a digitally enabled, consumer-facing financial planning and wealth management enterprise. Moreover, his experience overseeing large-scale operations with complex risk profiles and navigating highly regulated environments supports effective Board governance at Kohl’s and fosters constructive engagement with management, shareholders, and other stakeholders. |

  16. Biographies

    | 26 | Corporate.Kohls.com |

  17. Biographies

    | ADOLFO VILLAGOMEZ | | | Chief Executive Officer of 1-800-Flowers.com I Age 53 | | | Director since 2023 INDEPENDENT Committees ● Audit ● Compensation | Retail and Consumer-Facing Experience ● Extensive experience in large-scale, consumer-facing retail and digital commerce environments, developed through senior leadership roles at The Home Depot and as Chief Executive Officer of 1-800-Flowers.com, with responsibility for merchandising, marketing, and e-commerce growth | | | Select Key Skills and Expertise ● TRANSFORMATION STRATEGY: Led enterprise-wide transformation initiatives across consumer-facing businesses, including turnaround execution, operating model redesign, and long-term growth strategy focused on improving customer experience and profitability ● TECHNOLOGY STRATEGY, DIGITAL, AND E-COMMERCE: Extensive leadership of e-commerce platforms and digital operations, including modernization of technology infrastructure and end-to-end online business execution ● CURRENT PUBLIC COMPANY CEO: Chief Executive Officer of 1-800-Flowers.com, with responsibility for enterprise strategy, operations, and financial performance of a publicly traded consumer business | | | Career Highlights ● 1-800-Flowers.com: Chief Executive Officer (May 2025 to present) ● Progress Residential: Chief Executive Officer (May 2022 to March 2025) ● The Home Depot: ● President of homedepot.com (April 2021 to May 2022) ● Chief Marketing Officer for U.S. Retail (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: Partner (2007 to 2014) and Leader of the North America Marketing and Sales Practice (2012 to 2014) ● DuPont: Held several management and sales positions prior to 1999 | | | What Mr. Villagomez Brings to Kohl’s Board Mr. Villagomez brings experience in digital commerce, marketing, and brand growth developed through senior leadership roles at Progress Residential and The Home Depot, as well as his current role as Chief Executive Officer of 1-800-Flowers.com. He has led large scale e-commerce platforms, retail media initiatives, and customer-focused transformation efforts, thereby providing the Board with insight into driving traffic, conversion, and loyalty across channels. His background in modernizing digital operations and executing strategic change supports Kohl’s efforts to enhance its customer experience and advance profitable digital growth. |

  18. Biographies

    | Kohl’s Corporation | 2026 Proxy Statement | 27 |

  19. Zero Tolerance Policy

    | Director Compensation Program | | | 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: | | | • Independent Board Chair | 200,000 | | • Committee Chairs: | | | • Audit | 30,000 | | • Compensation | 25,000 | | • Finance | 25,000 | | • Nominating and ESG | 20,000 |

  20. Equity Awards

    | ● | Form of Awards. Under the Non-employee Director Compensation Policy, Directors may elect to receive their annual equity award in the form of Restricted Stock or deferred Restricted Stock Units, with elections submitted in advance of the grant year. |

  21. Fiscal 2025 Program Review

    | ● | No substantive changes were made to the Director Compensation Program for Fiscal 2025, except for an increase in the additional annual equity award for the Finance Committee Chair. |

  22. Stock Ownership Requirements

    | | Fees Earned or Paid in Cash (1) | Equity Awards (2) (3) | All Other Compensation (5) | Total | | Director | ($) | ($) | ($) | ($) | | Wendy Arlin | 125,000 | 200,000 | — | 325,000 | | Yael Cosset | 125,000 | 165,000 | — | 290,000 | | Christine Day (4) | 31,937 | — | — | 31,937 | | H. Charles Floyd | 125,000 | 145,000 | — | 270,000 | | Thomas A. Kingsbury (5) | — | — | 585,780 | 585,780 | | Robbin Mitchell | 125,000 | 145,000 | — | 270,000 | | Jonas Prising | 125,000 | 170,000 | — | 295,000 | | John E. Schlifske | 125,000 | 345,000 | — | 470,000 | | Adrianne Shapira (6) | 35,027 | — | — | 35,027 | | Adolfo Villagomez | 125,000 | 145,000 | — | 270,000 |

  23. Stock Ownership Requirements

    | (b) Under our Non-Employee Director Compensation Policy, Directors may elect to receive deferred Restricted Stock Units, which vest on the designated vesting date but are not settled in shares until the Director’s termination of service. The above figures include the following vested, but undistributed, deferred Restricted Stock Units: 6,392 for Ms. Arlin, 7,714 for Mr. Cosset, and 6,392 for Ms. Mitchell. |

  24. Deliver a Frictionless Omnichannel Experience

    | ● | an annual bonus opportunity under our AIP with a Target of 175% of his base salary, which for 2025 was prorated based on his time served in the Interim CEO and CEO roles; |

  25. Deliver a Frictionless Omnichannel Experience

    | ● | an equity award of Restricted Stock Units (“RSUs”) valued at $3,775,000 on the May 16, 2025 grant date. This award served as the principal and only form of Mr. Bender’s equity compensation in Fiscal 2025. The award’s value and structure were thoughtfully calibrated against market benchmarks for interim roles and observed market practice. This award was specifically structured to incentivize Mr. Bender’s transition from the Board to executive leadership and was, in part, granted in lieu of the annual equity compensation he would have otherwise received as a Non-employee Director. To support immediate alignment with shareholder interests during the leadership transition, the award is subject to service-based vesting conditions. While 100% of these RSUs are scheduled to vest on the first anniversary of the grant date, the award provides that if employment terminates prior to the vesting date for reasons other than Cause or resignation (which both result in forfeiture), Mr. Bender is entitled only to a pro rata portion of the RSUs based on his actual days of service; and |

  26. Deliver a Frictionless Omnichannel Experience

    | ● | an annual bonus opportunity under our AIP with a Target of 175% of his base salary, which for 2025 was prorated based on his time served in the Interim CEO and CEO roles; |

  27. Deliver a Frictionless Omnichannel Experience

    | ● | an annual long-term equity incentive award target of at least $9,500,000, with eligibility for annual equity awards beginning in the Spring of 2026, which consisted of 60% Performance Share Units (“PSUs”) and 40% RSUs; and |

  28. Deliver a Frictionless Omnichannel Experience

    | ● | Prior CEO Arrangements. In November 2024, the Company appointed Ashley Buchanan as CEO, effective January 15, 2025. His employment with the Company ended on April 30, 2025. As previously disclosed, his compensation package included an annual base salary of $1,475,000; a gross cash signing incentive of $3,750,000; and one-time recruitment awards of RSUs valued at $17,000,000. Upon a termination for “Cause,” the terms of the respective Executive Compensation Agreement, award agreements, and incentive plans call for forfeiture of all unvested equity awards, including the recruitment awards and grants made under the 2025 LTIP; ineligibility to receive an annual cash incentive under the 2025 AIP; and repayment of a pro rata portion of his cash signing incentive. |

  29. Deliver a Frictionless Omnichannel Experience

    | ● | Alignment of Performance Measures. There were no changes to the underlying performance measures, which remain Merchandise Sales and Operating Margin for the AIP, and Net Sales and Operating Margin for the LTIP. The Committee believes these measures remain well aligned with our strategy and are key drivers of long-term shareholder value creation. |

  30. Deliver a Frictionless Omnichannel Experience

    | ● | Temporary Adjustment to LTIP Financial Measurement Period. We temporarily shortened the financial measurement period for the 2025–2027 PSUs from three years to one year, while retaining a three-year relative TSR Modifier. This change was only made for Fiscal 2025 to engage and focus leadership during a critical year of business transformation and foundational reset and reflected the inherent difficulty of establishing rigorous multi-year goals amidst an unpredictable macroeconomic environment and shifting consumer behaviors. |

  31. Deliver a Frictionless Omnichannel Experience

    | ● | Goals Based on the Annual Operating Plan. Goals for both the AIP and the performance-based component of the LTIP were established at the beginning of the year based on our Annual Operating Plan. These goals require meaningful outperformance of our baseline financial projections and the achievement of strategic milestones to trigger payouts. This calibration reflected the reality of stabilizing a declining business while navigating prevailing industry headwinds and economic turbulence. |

  32. Deliver a Frictionless Omnichannel Experience

    | ● | Enhanced Pay-for-Performance Rigor. In the context of the business transformation, the Committee adjusted the Threshold and Maximum levels and payout curves for both programs. These updates were designed to increase the standard for achieving Maximum rewards while limiting payouts for meeting minimum expectations, ensuring the incentive structure remains rigorous and appropriate for the current retail environment. |

  33. 2025 Annual Incentive Plan

    2025 Annual Incentive Plan

  34. 2025 Annual Incentive Plan

    | ● | Performance Measures and Weight. The performance measures and weightings for the Fiscal 2025 AIP remained consistent with Fiscal 2024, focusing on Merchandise Sales (60%) and Operating Margin (40%). |

  35. 2025 Annual Incentive Plan

    | ● | Performance Goals. When setting the Merchandise Sales and Operating Margin performance goals for Fiscal 2025, the Committee implemented more challenging standards to achieve a Maximum payout compared to Fiscal 2024, increasing the Maximum goal for Merchandise Sales to 105% of Target (from 104%) and the Maximum goal for Operating Margin to 125% of Target (from 120%). |

  36. 2025 Annual Incentive Plan

    | ● | Payout Levels. The Committee lowered the Threshold payout from 25% of Target to 15% of Target. This adjustment limits the payout for meeting minimum expectations and creates a steeper pay-for-performance curve that further aligns compensation outcomes with shareholder interests. |

  37. 2025 Long-Term Incentive Plan

    2025 Long-Term Incentive Plan

  38. 2025 Long-Term Incentive Plan

    | ● | Award Mix. For the Fiscal 2025 program, the Committee maintained a rigorous, majority performance-based award mix, consisting of 60% PSUs and 40% RSUs, which continues to outpace the retail marketplace and our peer group. We believe the 60/40 structure provides the appropriate balance of retention and performance-based incentive and reaffirms our commitment to a compensation structure that is predominantly performance-based. |

  39. 2025 Long-Term Incentive Plan

    | ● | Performance Measures and Weight. The Committee maintained the performance measures and weight from the Fiscal 2024 program, comprised of Net Sales (50%) and Operating Margin (50%), to drive continued focus on the Company’s core transformation drivers. |

  40. 2025 Long-Term Incentive Plan

    | ● | PSU Performance Period. The Committee approved a temporary shift to a one-year financial measurement period for the Net Sales and Operating Margin measures of the 2025-2027 PSUs. Accordingly, Net Sales and Operating Margin are measured only with respect to Fiscal 2025 rather than cumulatively over the three-year performance period. The Committee determined that using a one-year financial measurement period based on rigorous performance goals, aligned to our Annual Operating Plan and established at the beginning of the year, appropriately balanced the Committee’s goals of incentivizing leadership to achieve important, near-term objectives and structuring a competitive and pay-for-performance compensation program. In reaching this decision, the Committee considered, among other things, retail industry peer practices, the urgency of the Company’s transformation, and the ongoing turbulence and unpredictability in the broader retail environment. The Committee also considered the difficulties in setting challenging yet realistic three-year financial performance goals at the beginning of the year. In implementing this shift, which is intended to be temporary, the Committee put in place additional safeguards to ensure the alignment of outcomes based on single-year financial performance with the shareholder experience. For example, the 2025-2027 PSUs remain subject to a Performance Index Modifier and TSR Modifier, which are both measured over the full three-year performance period to maintain long-term alignment with our shareholders. In addition, as Fiscal 2025 Net Sales and Operating Margin performance trended toward the Maximum level, the Committee reviewed the potential pay outcomes and believed it was appropriate to apply an objective “banking” framework, which resulted in capping payouts at 127% of Target to moderate the impact of the one-year financial measurement period, while aligning executive outcomes with the shareholder experience. Specifically, the Committee notionally weighted the actual Fiscal 2025 payout of 179.7% as one year of a typical three-year performance period, with the subsequent two years applied at Target. |

  41. 2025 Long-Term Incentive Plan

    | ● | Performance Goals. In Fiscal 2025, the Committee adjusted the Threshold and Maximum performance goals for Net Sales and the Maximum performance goal for Operating Margin to increase the rigor of the program. Specifically: |

  42. 2025 Long-Term Incentive Plan

    | ● | Net Sales: The Threshold goal was increased to 96% of Target, up from 94% in the 2024-2026 program, and the Maximum performance goal was increased to 105% of Target, up from 103%. |

  43. 2025 Long-Term Incentive Plan

    | ● | Operating Margin: The Maximum goal was increased to 120% of Target, up from 115%. |

  44. 2025 Long-Term Incentive Plan

    | 68 | Corporate.Kohls.com |

  45. 2025 Long-Term Incentive Plan

    Given the temporary shift to a one-year financial measurement period for the Net Sales and Operating Margin measures of the 2025–2027 PSUs, the Committee determined that these higher goals were necessary to maintain the historical rigor of our long-term program.

  46. 2025 Long-Term Incentive Plan

    | ● | Vesting Period. To enhance Kohl’s competitiveness in the executive talent market, the Committee shortened the vesting schedule for time-based RSUs from four years to three years. This adjustment aligns our equity program with prevailing peer group practices and ensures our compensation structure remains a compelling tool for attracting and retaining high-caliber leadership in a highly competitive retail environment. |

  47. Incentive Compensation Outcomes

    | ● | Fiscal 2025 AIP. Based on Fiscal 2025 Merchandise Sales of $14.724 billion (176% payout) and an Adjusted Operating Margin of 3.3% (200% payout), the NEOs achieved an overall weighted payout of 185.4% of Target. Because both performance measures exceeded their respective Threshold goals, the Performance Index Modifier was not applicable to the Fiscal 2025 AIP. |

  48. Incentive Compensation Outcomes

    | ● | LTIP – 2023-2025 PSUs. For the three-year performance period ended January 31, 2026, the Company did not achieve the cumulative Net Sales, Operating Margin, or Operating Cash Flow Threshold goals. However, in accordance with the Performance Index Modifier, the Committee certified that the Company’s Adjusted Net Income growth over the period exceeded the weighted average of the designated Performance Index Group. Consequently, participating Named Executive Officers earned a Threshold payout representing 50% of their PSUs at Target. This payout was not subject to further adjustment, as the Company’s relative TSR performance was in the 35th percentile and therefore fell within the program's neutral range. |

  49. Incentive Compensation Outcomes

    | ● | LTIP – 2025-2027 PSUs. As described elsewhere in this CD&A, following the completion of Fiscal 2025, the Committee exercised negative discretion to cap payouts on the 2025-2027 PSUs at 127% of Target. To moderate the impact of the one-year measurement period and align executive outcomes with the shareholder experience, the Committee applied an objective “banking” framework that notionally weighted the Fiscal 2025 actual results as one year of the three-year performance period, with the subsequent two years at Target. |

  50. Incentive Compensation Outcomes

    | | | Compensation Component | Purpose | Basis for Setting Amount or Earning Award | | ▲ | Short-Term | BASE SALARY | ● Provides a 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 | | ‎FIXED | | | | | | ▼ | | | | | | ▲ | | ANNUAL CASH INCENTIVE | ● 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 | ● Multiple absolute performance measures and objective performance goals set at the start of the year ● For Fiscal 2025, these performance measures were Merchandise Sales (60%) and Operating Margin (40%) ● Even if Threshold performance for Merchandise Sales or Operating Margin is not met, a Threshold payment (15% of Target) may still be earned if the Company outperforms the Performance Index in Net Sales and/or Net Income as a percentage of Total Revenue | | AT RISK / VARIABLE | | | | | | | Long-Term | LONG-TERM EQUITY INCENTIVE (1) Combination of: ● PSUs with a three-year performance period, representing 60% of the award; and ● RSUs that vest over three years, representing 40% of the award | ● Incentivizes and rewards sustained performance and long-term growth ● Creates an incentive for future performance ● Acts as a strong retention incentive ● Closely aligns our executives’ long-term interests with those of our shareholders | ● For the 2025-2027 PSUs, Net Sales (50%) and Operating Margin (50%) are measured specifically over Fiscal 2025 ● Even if Threshold performance for Net Sales or Operating Margin is not met, a Threshold award (50% of Target) may still be earned if the Company outperforms the Performance Index in Net Sales and/or Net Income as a percentage of Total Revenue over the full three-year performance period ● The final payout will be modified +/- 25% if the Company’s TSR, measured over the three-year performance period, is above the 75th percentile or below the 25th percentile of a broad group of retailers in the TSR Modifier Group | | ▼ | | | | |

  51. Incentive Compensation Outcomes

    | (1) Mr. Bender did not receive an annual long-term equity incentive award under the LTIP in Fiscal 2025, as he is first eligible for such awards beginning in the Spring of 2026. Mr. Buchanan received a long-term equity incentive award in Fiscal 2025; however, upon a termination for “Cause,” the terms of the respective Executive Compensation Agreement, award agreements, and incentive plans call for forfeiture of all unvested equity awards. |

  52. Shareholder Engagement and Outreach

    | ● | interest in greater clarity around incentive performance measures, goal setting, and the linkage between business results and compensation outcomes. |

  53. Shareholder Engagement and Outreach

    | Topic | What We Heard | How We Responded | | Executive Compensation Philosophy and Structure | Shareholders were broadly aligned with Kohl’s executive compensation philosophy, emphasizing the importance of strong pay-for-performance alignment. Investors generally indicated that the foundational structure of our program remains appropriate and they did not advocate for fundamental changes to Kohl’s approach. While feedback highlighted that the foundational structure was viewed as appropriate, the low say-on-pay vote signaled a need for enhanced disclosure regarding the Committee’s priorities and how the Committee connects pay to specific performance outcomes. | ● Enhanced Disclosure Framework. For Fiscal 2025, we overhauled our CD&A to provide granular detail on the Committee’s decision-making process, selection of performance measures, and how shareholder feedback informs our compensation program. ● Illustrative Pay-for-Performance Linkage. We refined our disclosure to more clearly illustrate that the majority of NEO compensation is at risk and variable based on performance. For further information, see the Compensation Mix graphs on page 77. | | Committee Priorities for 2025 | Shareholders were generally supportive of the Company’s strategic direction, and many encouraged the Committee to focus on defined near-term priorities for 2025, including building and aligning our integrated and talented retail management team during a time of organizational change; advancing our strategic transformation, beginning with clear near-term actions; and prioritizing continuous improvement in the context of a complex macroeconomic environment. | ● Incentivized Strategic Execution. We directly linked incentive outcomes to the execution of our strategic priorities, including through refinements to our 2025 long-term equity incentive program. To ensure alignment and focus on these important objectives in Fiscal 2025, the Committee approved a temporary shift to a one-year financial measurement period for the Net Sales and Operating Margin measures of the 2025-2027 PSUs. While the corresponding 2025 LTIP goals were designed to drive immediate transformation milestones, the Committee reinforced a long-term orientation by maintaining the three-year relative TSR Modifier, which has been |

  54. Shareholder Engagement and Outreach

    | Topic | What We Heard | How We Responded | | | | a consistent feature of our PSU design in recent years. Furthermore, following the completion of Fiscal 2025, the Committee applied negative discretion to cap payouts on the 2025-2027 PSUs, demonstrating a commitment to disciplined pay-for-performance outcomes during this foundational reset. For further information regarding our 2025 incentive programs and their alignment with our strategic priorities, see the sections titled Annual Cash Incentive and Annual LTIP Awards - Awards Granted in 2025. ● CEO Transition and Performance-Based Compensation Structure. The Committee successfully navigated our recent CEO transition, incorporating shareholder feedback when designing Mr. Bender’s compensation package—all while focusing our management team on the near-term initiatives critical to the Company’s transformation. In direct response to investor feedback regarding one-time awards, the Committee provided no recruitment or sign-on incentives to Mr. Bender upon his appointment as CEO in November 2025. Instead, the Committee structured his compensation to be primarily performance-based, with 89% of his target Fiscal 2026 compensation variable or at risk. This includes a long-term equity mix where 60% is comprised of PSUs subject to a three-year performance period, facilitating a direct link between executive realized pay and long-term shareholder value creation. | | One-Time and Recruitment Awards | For most shareholders, the primary concern reflected in their 2025 say-on-pay vote was the one-time recruitment awards granted to our former CEO in connection with his appointment. Shareholders expressed concern with their size, structure, and lack of performance conditions, and requested more detailed disclosure distinguishing between compensation for forfeited value and new incentive value. While shareholders were understanding of the Committee’s decision-making at that time being driven by the unique requirements of attracting and compensating an executive from a private equity environment where the value of forgone equity is less transparent, shareholders emphasized a desire for additional detail regarding the valuation process for one-time awards when made. Due to the timing of Mr. Bender’s appointment as Interim CEO, a description of the accompanying compensation arrangements was readily available to shareholders as the Company embarked on its | ● Eliminated Recruitment Awards in Designing New CEO Compensation Package. The compensation arrangements for Mr. Bender—both in connection with his appointment as Interim CEO and subsequently as CEO—were disciplined in both size and design. In direct response to feedback, Mr. Bender’s arrangements in connection with his appointment as Chief Executive Officer in November 2025 deliberately excluded all sign-on incentives or recruitment awards. ● Infrequent Use and Emphasis on Performance-Based Vesting. We will be thoughtful about our approach to one-time and recruitment awards. While the Committee retains the discretion to address unique talent requirements, we commit to emphasizing performance-based vesting where possible and providing additional explanation regarding the Committee’s rationale for any one-time awards granted to our Named Executive Officers, as well as the Committee’s processes for determining the value of the award, where circumstances permit. The Committee expects that any such awards would be used infrequently. |

  55. Shareholder Engagement and Outreach

    | Topic | What We Heard | How We Responded | | | Fall and Winter engagement dialogue with shareholders. Shareholders generally expressed appreciation for the disciplined structure of the RSU award and the important objectives it served. | ● Market-Aligned Valuation. To address requests for detail regarding the valuation process for one-time awards, the Committee has included in the CD&A rationale for, and detail regarding the valuation of, the RSU award granted to Mr. Bender in connection with his appointment as Interim CEO. Notably, this award, valued at $3.775 million, was calibrated against market benchmarks for interim roles and observed market practice. The value of the award is well below a typical annual CEO equity award (e.g., Mr. Bender’s annual LTIP target has been set at a minimum of $9.5 million for future years). Additionally, Mr. Bender’s ongoing compensation is majority performance-based, with his 2026 LTIP award subject to a three-year performance period. For further information, see the section titled Other Long-Term Equity Awards. | | Performance Measures and Goal Setting | Shareholders expressed broad alignment with the Committee’s selected performance measures but requested additional detail and rationale regarding the Committee’s selection process, goal-setting rigor, and the linkage between incentive outcomes and business results, including some noting overlapping or duplicative measures (such as Operating Margin) across our short- and long-term plans. | ● Clarified Strategic Rationale for Performance Measures. We provided additional context on why Merchandise Sales, Net Sales, and Operating Margin remain the most effective drivers of our foundational reset, facilitating a clearer understanding of how these measures align executive focus with our transformation milestones. Streamlining management’s focus on these measures prevents measure dilution and prioritizes the two fundamental drivers of our transformation: top-line recovery and operational efficiency, consistent with shareholder feedback that the Company should remain focused on our strategic transformation, beginning with clear near-term actions. ● Rigorous and Disciplined Goal Setting. We established performance goals in alignment with our Annual Operating Plan and financial guidance. While absolute financial targets reflect a reset of the performance baseline due to, among other things, macroeconomic headwinds and inflationary pressures, the Committee ensured the program remained challenging by implementing a steeper pay-for-performance curve, via a Threshold payout reduction, and increasing the difficulty of achieving a Maximum payout. ● Detailed Goal-Setting Process. The Committee expanded its disclosure to provide a step-by-step breakdown of the goal-setting process, illustrating how goals are calibrated against the Annual Operating Plan, historical performance, and transformation milestones to facilitate rigorous yet achievable objectives. For further information, refer to the sections of this CD&A titled Annual Cash Incentive and Long-Term Equity Incentive Awards. |

  56. Executive Compensation Philosophy and Objectives

    | ● | the components and level of executive compensation at companies within our peer group; and |

  57. Executive Compensation Philosophy and Objectives

    | (1) Our payouts for both the annual cash incentive and the PSU portion of our long-term equity incentive 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. |

  58. Executive Compensation Philosophy and Objectives

    The Committee reviews total compensation for executives and the relative levels of each compensation component against these objectives and our compensation philosophy. We expect that our executives will, in aggregate, be paid fairly compared to the marketplace and considering company performance, individual performance, tenure, and experience. Our executive compensation program is designed to motivate behaviors that cultivate shareholder value creation, provide rewards commensurate with company performance, reward executives for achieving financial and strategic objectives, and provide an appropriate balance between short-term and long-term and fixed and variable or at risk pay. The majority of our Named Executive Officers’ compensation is variable or at risk and contingent on performance. In designing our executive compensation program, establishing performance goals, and setting executive compensation packages, we conduct comprehensive benchmarking analyses to ensure compensation is competitive with market practices. Total compensation packages, as well as base salary, annual cash incentive opportunities, and target long-term equity awards, are evaluated against packages at comparative peer group companies. While target incentive opportunities are set by reference to a comparable market rate, our incentive plans provide for payouts to be based upon performance, which can result in payouts above or below Target levels. Further information regarding our 2025 executive compensation program is provided in the section titled Fiscal 2025 Compensation Program and Committee Actions below.

  59. Compensation Committee

    | ● | overseeing our annual incentive program, including the establishment of appropriate performance goals; |

  60. Compensation Committee

    | ● | overseeing our long-term equity incentive plans and programs; |

  61. Independent Compensation Consultant

    Independent Compensation Consultant The Committee’s independent compensation consultant, Semler Brossy, provides research, survey information and analysis, incentive design expertise, and other analyses related to executive compensation levels and program design. Semler Brossy also updates the Committee on trends and developments related to executive compensation practices and provides its views to the Committee on best practices when evaluating executive compensation programs and policies. Semler Brossy participates in Committee meetings as invited by the Committee Chair. In Fiscal 2025, Semler Brossy participated in all Committee meetings related to both establishing the incentive plans and determining the payouts under said plans, providing the Committee with advice and counsel on the corresponding implications for both management and shareholders. Semler Brossy does not provide any other services to Kohl’s and does not have any business or professional relationships with any member of Kohl’s management team or the Committee. Accordingly, the Committee assessed the independence of Semler Brossy and determined that Semler Brossy is independent and does not have any conflict of interest.

  62. Tally Sheets

    | ● | total compensation, including base salary, annual cash incentives, long-term equity incentive awards, health and welfare benefits, and perquisites; |

  63. Tally Sheets

    | ● | the fair market value of the executive’s equity holdings, along with vesting schedules for unvested equity awards; and |

  64. Tally Sheets

    | ● | potential severance benefits in the event of specific employment termination scenarios. |

  65. Benchmarking Analyses

    Benchmarking Analyses Each year, the Committee’s independent compensation consultant conducts, and presents to the Committee, a comprehensive benchmarking analysis, comparing compensation paid to our executives to that 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 evaluates each component of executive compensation individually, while also assessing overall compensation levels for Kohl’s senior officers relative to retail competitors and the broader marketplace, where appropriate. Rather than adhering to a fixed percentile target, the Committee determines competitive positioning of each executive’s compensation on a case-by-case basis. The Committee applies judgment and discretion in determining target compensation levels, considering not only market benchmarks but also factors such as company and individual performance, scope of responsibility, critical skills, experience, leadership potential, and succession planning. At its meetings in both November 2024 and November 2025, the Committee reviewed detailed benchmarking reports provided by its independent compensation consultant for each of the executive officers covering:

  66. Benchmarking Analyses

    | ● | base salaries; |

  67. Benchmarking Analyses

    | ● | target annual cash incentives; |

  68. Benchmarking Analyses

    | ● | target long-term equity incentive awards; and |

  69. Benchmarking Analyses

    | ● | total target compensation. |

  70. Benchmarking Analyses

    In making executive compensation decisions for Fiscal 2025, the Committee considered multiple factors, including the benchmarking analyses, tally sheets, and individual-specific considerations such as performance, role significance, tenure, experience, internal equity, and succession planning. The benchmarking data confirmed that executive compensation levels, including the amortized value of all outstanding equity awards, aligned with the Committee’s compensation philosophy, objectives, and prevailing market practices.

  71. Other References

    Compensation Benchmarking Peer Group The Committee has historically utilized a Compensation Benchmarking Peer Group to evaluate and refine our executive compensation practices. Given the dynamic nature of the retail industry, the Committee, in collaboration with its independent compensation consultant, conducts an annual review to ensure the peer group remains appropriate. Adjustments are made as necessary, particularly as several traditional competitors have faced financial distress, bankruptcy, or market exits. Maintaining a relevant and rigorous peer group is a challenge, but it is essential to ensuring competitive and fair compensation. To establish the Compensation Benchmarking Peer Group, the Committee considers several key factors, including:

  72. Other References

    The Committee initially established the Compensation Benchmarking Peer Group in August 2021. Since the initial establishment of the peer group, the Committee has continued to review and evaluate the appropriateness of the Compensation Benchmarking Peer Group each August. Since its inception, the only modification to the peer group includes the removal of Bed, Bath & Beyond, Inc., following its bankruptcy, during the Committee’s review in August 2023. In August 2025, the Committee reaffirmed that the below peer group remains appropriate as the Compensation Benchmarking Peer Group.

  73. Other References

    | (2) Nordstrom, Inc. and Foot Locker, Inc. were included in the Committee’s review of the Compensation Benchmarking Peer Group based on publicly available data at the time of the analysis. Nordstrom, Inc. was taken private in May 2025 and Foot Locker, Inc. was subsequently acquired by Dick’s Sporting Goods, Inc. in September 2025. |

  74. Other References

    The Committee believes that the Compensation Benchmarking Peer Group comprises retail companies that meet the established criteria and provide a suitable range of revenue and market capitalization for effectively comparing Kohl’s compensation practices in the near term.

  75. Fiscal 2025 Compensation Program and Committee Actions

    | ● | annual cash incentive compensation; |

  76. Fiscal 2025 Compensation Program and Committee Actions

    | ● | long-term equity incentive awards; and |

  77. Fiscal 2025 Compensation Program and Committee Actions

    Base Salary Each Named Executive Officer receives a fixed salary, providing a stable source of income to compensate them for their day-to-day leadership and management of the Company. The Committee reviews salaries at least annually at the start of the fiscal year, considering factors such as individual performance, overall company performance, market positioning, promotions, expanded responsibilities, inflation, and prior compensation adjustments. To foster internal equity, salary adjustments for our Named Executive Officers are generally aligned with those of the broader management team. However, the Committee retains discretion to deviate from this approach to address specific considerations, such as an executive’s responsibilities, experience, competitive market data, and retention needs. In determining appropriate salary levels, the Committee references market data from peer companies, including published survey data and proxy statement disclosures from the Compensation Benchmarking Peer Group. While market data provides a valuable benchmark, the Committee considers a range of additional factors, including competitive conditions for the role, geographic location, and the executive’s individual contributions and leadership impact. In setting Mr. Bender’s salary upon his appointment as both Interim CEO and Chief Executive Officer, the Committee considered the compensation arrangements of the then-current CEO, adjustments based on the factors noted above, and market practices informed by data from peer companies’ public filings.

  78. Fiscal 2025 Compensation Program and Committee Actions

    Annual Cash Incentive Our Annual Incentive Plan is designed to:

  79. Fiscal 2025 Compensation Program and Committee Actions

    | ● | motivate and reward eligible executives, including Named Executive Officers, by aligning their performance with Kohl’s short-term financial objectives; |

  80. Fiscal 2025 Compensation Program and Committee Actions

    Annual incentives are directly tied to financial performance goals that will enable Kohl’s to meet or exceed our short-term financial plans and support the Company’s long-term strategy. For annual cash incentives to be awarded at or above the Threshold level under the Annual Incentive Plan, Kohl’s must meet or exceed the financial goals set by the Committee at the start of the fiscal year. The Committee has typically based incentive payout opportunities on objective performance goals tied to the Company’s absolute results.

  81. Performance Measures, Modifier, Goals, and Target Cash Incentives

    Performance Measures, Modifier, Goals, and Target Cash Incentives

  82. Performance Measures

    Performance Measures For Fiscal 2025, the Committee established Merchandise Sales (60%) and Operating Margin (40%) as the performance measures for the Annual Incentive Plan, consistent with the performance measures and weightings established in Fiscal 2024. These measures were maintained to ensure a continued focus on profitability and revenue generation. The Committee believes these two measures provide a balanced view of our financial performance and align executive payouts with the core drivers of shareholder value—top-line growth and disciplined operational efficiency.

  83. Performance Goals

    Performance Goals The Committee follows a disciplined process to establish performance goals that are challenging yet achievable, rigorous, and aligned with shareholder interests. Our goal-setting process includes:

  84. Performance Goals

    | ● | Direct Alignment with the Annual Operating Plan. Performance goals are based directly on the Annual Operating Plan established for the business and approved by the Board of Directors at the beginning of each fiscal year. The performance goals, at Target, are aligned with the Company’s projected performance set forth in the Annual Operating Plan. By anchoring our Target levels to the Annual Operating Plan, we tie executive incentives to the specific strategic and financial objectives approved by the Board of Directors. |

  85. Performance Goals

    | ● | Historical and Peer Analysis. When setting the Threshold and Maximum goals, the Committee reviews historical company performance, the current economic environment, and marketplace practices, including those of our peer group. We adjust for macroeconomic factors, such as consumer trends and supply chain costs, present at the time the Annual Operating Plan is finalized. |

  86. Performance Goals

    | ● | Sensitivity Analysis. The Committee conducts a sensitivity analysis to confirm that Maximum payouts require performance significantly above the Annual Operating Plan, while Threshold payouts represent the minimum acceptable results for any incentive payout. |

  87. Performance Goals

    In establishing the performance goals based on the Annual Operating Plan, the Committee balanced setting challenging goals with maintaining a realistic line of sight for participants. While the Annual Operating Plan reflected an expectation of lower sales and a reduced operating margin relative to Fiscal 2024 due to, among other factors, macroeconomic realities, such as tariff impacts and inflationary pressures impacting our customers, the Committee implemented a steeper pay-for-performance curve (as discussed below) to ensure that meaningful incentive payouts require significant execution against the Annual Operating Plan. This approach reinforces the principle that cash incentives are earned rewards for controllable performance, focusing executives on the specific, Board-approved operational milestones necessary to drive the Company's long-term recovery. To further strengthen the rigor of the program, the Committee increased the difficulty of reaching Maximum payouts. Specifically, the Maximum goal for Merchandise Sales was increased to 105% of Target, up from 104%, and the Maximum goal for Operating Margin was increased to 125% of Target, up from 120%. These adjustments ensure that Maximum payouts are reserved for significant outperformance relative to the Annual Operating Plan. Additionally, the Committee reduced the payout for achieving Threshold performance from 25% to 15% of Target, reducing the financial reward for minimum performance and further aligning compensation outcomes with shareholder interests.

  88. Performance Goals

    | (1) Operating Margin result is adjusted to exclude specified charges and gains that are not indicative of our core operating performance related to real estate and workforce rationalization actions (including asset impairments, severance, and other exit costs related to fulfillment center and store closures) and the gain from a credit card interchange fee lawsuit settlement, as disclosed in the "GAAP to Non-GAAP Reconciliation" section of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. |

  89. Performance Goals

    | 84 | Corporate.Kohls.com |

  90. Target Cash Incentives

    Target Cash Incentives The AIP continues to follow a target-based approach, where participants earn cash incentives as a percentage of their base salary, with payouts determined through straight-line interpolation between the Threshold, Target, and Maximum performance levels and tied to each participant’s level within the Company. The percentages set for the Named Executive Officers for Fiscal 2025 were:

  91. Target Cash Incentives

    | | Threshold | Target | Maximum | | Named Executive Officer | (15%) | (100%) | (200%) | | Michael J. Bender | 26.25% | 175% | 350% | | Jill Timm | 19.50% | 130% | 260% | | Fred Hand | 19.50% | 130% | 260% | | Nick Jones | 21.00% | 140% | 280% | | Christie Raymond | 16.50% | 110% | 220% | | Ashley Buchanan | 26.25% | 175% | 350% |

  92. Cash Incentives Earned in Fiscal 2025

    Cash Incentives Earned in Fiscal 2025 Consistent with its pay for performance model, in February 2026, the Committee reviewed the Company’s Fiscal 2025 performance and determined the following payout:

  93. Cash Incentives Earned in Fiscal 2025

    | Performance Measure | Weight | Result | Weighted Payout % | | Merchandise Sales | 60% | $14.724B | 176% | | Operating Margin | 40% | 3.3% (1) | 200% | | Overall Achievement | | | 185.4% |

  94. Cash Incentives Earned in Fiscal 2025

    | (1) Adjusted to exclude specified charges and gains that are not indicative of our core operating performance related to real estate and workforce rationalization actions (including asset impairments, severance, and other exit costs related to fulfillment center and store closures) and the gain from a credit card interchange fee lawsuit settlement, as disclosed in the "GAAP to Non-GAAP Reconciliation" section of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. |

  95. Cash Incentives Earned in Fiscal 2025

    Because Merchandise Sales and Operating Margin performance exceeded Threshold, the Performance Index Modifier was not applicable in Fiscal 2025. The corresponding cash incentives earned by the Named Executive Officers based on this result were as follows:

  96. Cash Incentives Earned in Fiscal 2025

    | | Cash Incentive Payout | | Named Executive Officer | ($) | | Michael J. Bender (1) | 3,641,818 | | Jill Timm | 2,289,690 | | Fred Hand (2) | 2,169,180 | | Nick Jones | 2,336,040 | | Christie Raymond | 1,478,565 | | Ashley Buchanan (3) | — |

  97. Cash Incentives Earned in Fiscal 2025

    | (1) Pursuant to the Letter Agreement dated May 16, 2025, Mr. Bender’s annual cash incentive for Fiscal 2025 was prorated to reflect his actual days of service during the fiscal year. |

  98. Cash Incentives Earned in Fiscal 2025

    | (2) As previously disclosed, Mr. Hand will retire effective April 3, 2026. He remained eligible and received an annual cash incentive for Fiscal 2025, as he completed the full year of service. He will not be eligible to receive a cash incentive in Fiscal 2026 following his retirement. |

  99. Cash Incentives Earned in Fiscal 2025

    | (3) Mr. Buchanan did not earn an annual cash incentive for Fiscal 2025 in accordance with the terms of his previously disclosed Executive Compensation Agreement and the eligibility provisions of the Annual Incentive Plan. |

  100. Cash Incentives Earned in Fiscal 2025

    | Kohl’s Corporation | 2026 Proxy Statement | 85 |

  101. Cash Incentives Earned in Fiscal 2025

    Long-Term Equity Incentive Awards Long-term equity incentive awards, granted under our 2024 Long-Term Compensation Plan, are designed to align executive interests with shareholder returns, reward sustained performance, incentivize future performance, and promote retention. Equity awards made to our Named Executive Officers are typically set and considered on an annual basis. The Committee has discretion over the types of long-term equity awards granted but has historically favored a mix of PSUs and RSUs to balance performance-based and time-based incentives. The Committee determines the appropriate mix of time-based and performance-based awards, considering the Company’s strategic objectives at the time of the grant. To monitor equity usage under our shareholder-approved equity pool, the Committee conducts quarterly reviews of the share overhang (grants outstanding plus remaining equity available for grants as a percentage of total outstanding shares) and the run rate (the number of awards granted annually as a percentage of total outstanding shares).

  102. Annual LTIP Awards – Awards Granted in 2025

    Annual LTIP Awards – Awards Granted in 2025 In early 2025, the Committee reaffirmed its commitment to a performance-weighted incentive structure by establishing a framework designed to drive the execution of our foundational reset. Detailed below are the specific design elements of the 2025 LTIP, including the award mix and vesting period, performance measures and modifiers, and performance goals and the applicable performance period.

  103. Award Mix and Vesting Period

    Award Mix and Vesting Period For Fiscal 2025, the Committee maintained a majority performance-based award mix, consisting of 60% PSUs and 40% RSUs. This weighting continues to outpace the retail marketplace and our peer group. The Committee believes this 60/40 structure provides the appropriate balance of retention and performance-based incentive while reaffirming our commitment to a compensation framework that is predominantly performance-based.

  104. Award Mix and Vesting Period

    | ● | PSUs (60%). PSUs align executive compensation with critical financial performance goals and are subject to a TSR Modifier, which can adjust the number of shares that vest based on Kohl’s relative TSR over the performance period. Any PSUs earned vest following completion of the three-year performance period. |

  105. Award Mix and Vesting Period

    | ● | RSUs (40%). RSUs serve as a retention tool and strengthen the alignment between executive and shareholder interests. Beginning in Fiscal 2025, the Committee transitioned to a three-year ratable vesting schedule. This adjustment aligns our equity program with prevailing peer group practices and ensures our compensation structure remains a compelling tool for attracting and retaining high-caliber leadership in a highly competitive retail environment. |

  106. Award Mix and Vesting Period

    | | Grant Date Target Dollar Value of | | | Annual 2025 LTIP Awards (1) | | Named Executive Officer | ($) | | Michael J. Bender (2) | — | | Jill Timm | 2,299,993 | | Fred Hand (3) | 2,000,003 | | Nick Jones | 2,299,993 | | Christie Raymond | 1,500,002 | | Ashley Buchanan (4) | 9,000,005 |

  107. Award Mix and Vesting Period

    | (1) The ultimate value of these awards is dependent upon Kohl’s actual performance for the 2025-2027 performance period (PSUs) and the market value of Kohl’s stock at the time of vesting (PSUs and RSUs). |

  108. Award Mix and Vesting Period

    | (2) Mr. Bender did not participate in the 2025 LTIP. In connection with his appointment as Interim CEO, he received a one-time equity incentive award of RSUs valued at $3,775,000 on the May 16, 2025 grant date. These RSUs are subject to service-based vesting conditions, as set forth in the previously disclosed Restricted Stock Unit Agreement and described in further detail under “Other Long-Term Equity Awards.” |

  109. Award Mix and Vesting Period

    | (3) As previously disclosed, Mr. Hand will retire effective April 3, 2026, and the entirety of the PSU portion of this award and all unvested RSUs from this award will be forfeited in accordance with the terms of the award agreements. |

  110. Performance Measures

    Performance Measures The Committee maintained Net Sales (50%) and Operating Margin (50%), and their respective weighting, as the performance measures for the PSUs to drive continued focus on the Company’s core transformation drivers. The Committee carefully designed the 2025-2027 LTIP performance measures to align executive incentives with the Company’s primary strategic objectives during this critical foundational reset. By focusing exclusively on Net Sales and Operating Margin, the Committee prioritizes two fundamental drivers of our business transformation: top-line recovery and operational efficiency. This streamlined approach eliminates potential measure dilution and provides the leadership team with a clear mandate to drive growth and expand profitability. The Committee determined that while Operating Cash Flow (eliminated in Fiscal 2024) remains a vital indicator of financial health, it is currently a secondary outcome of the successful execution of our sales and margin reset. By concentrating 100% of the PSU financial weighting on these two pure operational drivers, the Committee ties executive rewards directly to the realization of our most urgent transformational milestones and the creation of long-term shareholder value. The Committee acknowledges that these measures align closely with the Fiscal 2025 AIP, which utilizes Merchandise Sales and Operating Margin. The Committee determined that this overlap is appropriate and necessary given the Company's current foundational reset. By aligning short-term cash incentives and long-term equity incentives around similar critical financial performance indicators, the Committee aims to align and focus the leadership team on the specific objectives required to stabilize and grow the business over the long-term. However, the LTIP differentiates itself through its settlement in equity, aligning realized value with stock price performance, and the application of three-year relative performance modifiers (discussed below).

  111. Performance Modifiers

    | ● | Performance Index Modifier: If Threshold Net Sales and Operating Margin are not met, a Threshold payout may still be earned if Kohl’s Net Sales and/or Net Income, as a percentage of Total Revenue, over the three-year performance period exceeds the weighted average results of the Performance Index Group (as detailed on page 83) over the same period. |

  112. Performance Modifiers

    | ● | Total Shareholder Return (TSR) Modifier: Consistent with past LTIP grants, the number of PSUs earned may be adjusted based on Kohl’s relative TSR performance compared to the TSR Modifier Group (described below) during the three-year performance period, as follows: |

  113. Performance Modifiers

    ●If Kohl’s TSR ranks in the top quartile, the number of PSUs earned will increase by 25%. ●If Kohl’s TSR falls in the bottom quartile, the number of PSUs earned will decrease by 25%. ●No adjustment will be made if Kohl’s TSR ranks in the second or third quartile. The TSR Modifier Group consists of a broad selection of retailers that has remained largely consistent year-over-year, with adjustments generally made when companies go out of business or cease being publicly traded. Other than the removal of Express, Inc. in 2025, the group remained unchanged from 2024.

  114. Performance Modifiers

    | (1) As of the grant date, the TSR Modifier Group included Foot Locker, Inc. and Nordstrom, Inc. Following their respective corporate transactions—Nordstrom’s privatization (May 2025) and Foot Locker’s acquisition by Dick’s Sporting Goods, Inc. (September 2025)—both companies will be excluded from the relative TSR calculation for this award cycle in accordance with the terms of the PSU award agreements. |

  115. Performance Goals and Performance Period

    Performance Goals and Performance Period As with the AIP, the Committee set objective Net Sales and Operating Margin goals with reference to the Company’s Annual Operating Plan, focusing in Fiscal 2025 on goals designed to incentivize the stabilization and performance required to drive transformation and long-term value creation. The Committee approved a temporary shift to a one-year financial measurement period for the Net Sales and Operating Margin measures of the 2025-2027 PSUs. Accordingly, these metrics are measured only with respect to Fiscal 2025 rather than cumulatively over the three-year performance period. The Committee’s decision was informed by several key factors:

  116. Performance Goals and Performance Period

    | ● | Driving Team Alignment and Engagement. The Committee determined that this shift would further align the Kohl’s leadership team around important near-term objectives based on the Company’s Annual Operating Plan. Among the Committee’s priorities for 2025 was building and aligning an integrated and talented retail management team, recognizing that Kohl’s has undergone significant organizational change in recent years, executives are operating within a challenging retail environment, and it is critical that the Company provide total compensation packages that enable it to attract, motivate, and retain key talent—and, importantly, focus talent on the achievement of strategic objectives. As such, the Committee considered the totality of circumstances—including organizational changes, the pace of change underway, broader market dynamics and unpredictability, and recent pay outcomes—and determined that a one-year financial measurement period, with specific rigorous yet achievable goals, coupled with three-year modifiers, was appropriate to align and engage the team around these important strategic and financial objectives during a time of transition. |

  117. Performance Goals and Performance Period

    | ● | Prioritizing Rigor in a Turbulent Environment. As previewed, the Committee considered broader retail market dynamics, prevailing market headwinds, and the pace of progress at Kohl’s. These factors together limited the Committee’s visibility and ability to set rigorous yet achievable goals without significant uncertainty bands over a three-year period. The Committee determined that, for Fiscal 2025, utilizing a one-year financial measurement period, with precise goals based on the Annual Operating Plan, would allow for the establishment of more challenging yet realistic goals, reduce the Committee’s dependence on wide uncertainty bands typically required for three-year forecasts, and support rigorous yet achievable goal setting. |

  118. Performance Goals and Performance Period

    | ● | Market Alignment and Industry Benchmarking. This temporary design adjustment aligns with a broader trend across the retail industry, reflective of the aforementioned market dynamics and challenges with setting rigorous yet achievable three-year financial performance goals. With the support of the Committee’s independent compensation consultant, the Committee conducted extensive benchmarking of peer and industry LTIP practices, which showed that nearly half of Kohl’s closest peers, including those with whom we compete for talent, used either a one-year or two-year financial measurement period, citing the importance of effectively navigating current market dynamics and unpredictable consumer behaviors. By following this market practice, the Committee ensured the program remained competitive and relevant during a period of industry volatility. |

  119. Performance Goals and Performance Period

    Despite this change, the awards maintain a long-term focus. The 2025-2027 PSUs vest only after the three-year performance period concludes. This vesting condition ensures that realization of any value from these awards is tied to continued service and leadership through the full three-year period, subject to the terms of the Long-Term Compensation Plan and award agreements. Moreover, the 2025-2027 PSUs remain subject to the Performance Index and TSR Modifiers, both measured over the three-year performance period to maintain long-term alignment with our shareholders. Although the final number of 2025-2027 PSUs earned will not be determined until the three-year performance period concludes due to the TSR Modifier, in early 2026, the Committee certified the Fiscal 2025 Net Sales and Operating Margin results below, which would have resulted in an above Target but below Maximum formulaic payout of 179.7%. In reviewing the potential pay outcomes, the Committee believed it was appropriate to apply an objective “banking” framework, which resulted in capping payouts at 127% of Target to moderate the impact of the one-year financial measurement period, while aligning executive outcomes with the shareholder experience. Specifically, the “banking” framework reflects the outcome that would have resulted if the Fiscal 2025 Net Sales and Operating Margin performance was “banked” and notionally weighted as only one year of a three-year performance period. By averaging the actual 2025 outperformance with the assumed Target performance for the subsequent two years, the Committee established an approved cap of 127% of Target for the financial component of the 2025-2027 PSUs. This approach acknowledges the achievement of performance goals that outpaced the Annual Operating Plan, without modifying goals or providing an outsized award for the trailing two years, while also recognizing that the underlying performance horizon had been shortened from our typical three-year measurement period.

  120. Performance Goals and Performance Period

    | 88 | Corporate.Kohls.com |

  121. Performance Goals and Performance Period

    | 2025-2027 PSUs Performance Measure | Weight | Threshold | Target | Maximum | 2025 Result | | Net Sales | 50% | $13.775B | $14.349B | $15.066B | $14.775.4B | | | | (96% of Target) | (100% of Target) | (105% of Target) | | | Operating Margin | 50% | 1.9% | 2.2% | 2.6% | 3.3% (1) | | | | (85% of Target) | (100% of Target) | (120% of Target) | | | Payout % Factor (Formulaic) | | 50% | 100% | 200% | 179.7% | | Payout % Factor (After 127% Cap) | | — | — | — | 127% * | | | * Final payout remains subject to TSR Modifier | | | | |

  122. Performance Goals and Performance Period

    | (1) Adjusted to exclude specified charges and gains that are not indicative of our core operating performance related to real estate and workforce rationalization actions (including asset impairments, severance, and other exit costs related to fulfillment center and store closures) and the gain from a credit card interchange fee lawsuit settlement, as disclosed in the "GAAP to Non-GAAP Reconciliation" section of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. |

  123. Performance Goals and Performance Period

    The number of 2025-2027 PSUs at Target, the formulaic payout of 179.7%, and the cap of 127% for each of the eligible NEOs is as follows:

  124. Performance Goals and Performance Period

    | | Number of | Number of 2025-2027 | Number of | | | 2025-2027 PSUs | PSUs at 179.7% | 2025-2027 PSUs | | | at Target (1) | Formulaic Payout (2) | at 127% Cap (3) | | Named Executive Officer | (#) | (#) | (#) | | Jill Timm | 163,934 | 294,589 | 208,196 | | Fred Hand (4) | 142,551 | — | — | | Nick Jones | 163,934 | 294,589 | 208,196 | | Christie Raymond | 106,913 | 192,124 | 135,780 |

  125. Performance Goals and Performance Period

    | (1) The figures in this column represent the number of PSUs, at Target, for each of the NEOs eligible to earn the 2025-2027 PSUs as of January 31, 2026. These figures include the PSUs originally awarded on March 31, 2025, plus dividend equivalents accrued thereon through January 31, 2026. |

  126. Performance Goals and Performance Period

    | (2) The figures in this column represent the number of PSUs that could have been earned at the 179.7% formulaic payout, but which is no longer available due to the 127% cap implemented by the Committee. These figures include the PSUs originally awarded on March 31, 2025, plus dividend equivalents accrued thereon through January 31, 2026. As described above, the 2025-2027 PSUs remain subject to the TSR Modifier. Reported amounts do not reflect the potential impact of the TSR Modifier (+/- 25%), which will be applied following the conclusion of the 2025-2027 performance period. |

  127. Performance Goals and Performance Period

    | (3) The figures in this column represent the number of PSUs as adjusted downward to the 127% cap implemented by the Committee. These figures include the PSUs originally awarded on March 31, 2025, plus dividend equivalents accrued thereon through January 31, 2026. As described above, the 2025-2027 PSUs remain subject to the TSR Modifier. Reported amounts do not reflect the potential impact of the TSR Modifier (+/- 25%), which will be applied following the conclusion of the 2025-2027 performance period. |

  128. Performance Goals and Performance Period

    | (4) Mr. Hand will forfeit the entirety of his 2025-2027 PSU award upon his previously disclosed retirement effective April 3, 2026. |

  129. Performance Goals and Performance Period

    | Kohl’s Corporation | 2026 Proxy Statement | 89 |

  130. Awards Based on 2023-2025 Performance

    Awards Based on 2023-2025 Performance In March 2023, the Committee granted long-term performance-based equity awards, with payouts to be based on three-year cumulative Net Sales (weighted at 50%), Operating Margin (weighted at 25%), and Operating Cash Flow (weighted at 25%). In addition to these objective performance goals, final 2023-2025 PSU awards were subject to the Performance Index Modifier and the TSR Modifier, as described above with respect to the 2025-2027 LTIP. Given leadership transitions, the following Named Executive Officers participated in the 2023-2025 LTIP: Jill Timm, Fred Hand, Nick Jones, and Christie Raymond. Mr. Bender and Mr. Buchanan were not eligible to participate in the 2023-2025 LTIP, as they were not employed by the Company at the time these awards were granted. In early 2026, the Committee calculated, then certified, the 2023-2025 cumulative Net Sales, Operating Margin, and Operating Cash Flow performance as follows:

  131. Awards Based on 2023-2025 Performance

    | Goal | Weight | Result | Weighted Payout (%) | | Cumulative Net Sales | 50% | $46.747B | — | | Cumulative Operating Margin | 25% | 3.5%(1) | — | | Cumulative Operating Cash Flow | 25% | $3.135B(2) | — | | Overall Achievement | | | — |

  132. Awards Based on 2023-2025 Performance

    The 2023-2025 PSUs were also subject to the TSR Modifier, which adjusts payouts based on Kohl’s relative TSR performance against the TSR Modifier Group. For the 2023-2025 performance period, the Company’s relative TSR was in the 35th percentile. In accordance with the terms of the 2023-2025 LTIP, because relative TSR was above the 25th percentile and below the 75th percentile, the Committee applied no upward or downward TSR modification to the final 2023-2025 PSU awards. The number of awards, at Target, and the PSUs actually earned for the 2023-2025 performance period were as follows:

  133. Awards Based on 2023-2025 Performance

    | | | Number of PSUs Actually | | | Number of PSUs at Target for | Earned for 2023-2025 | | | 2023-2025 Performance Period (1) | Performance Period | | Named Executive Officer | (#) | (#) | | Jill Timm | 64,706 | 32,354 | | Fred Hand | 24,146 | 12,073 | | Nick Jones | 61,624 | 30,813 | | Christie Raymond | 41,597 | 20,799 |

  134. Awards Based on 2023-2025 Performance

    | (1) The figures in this column reflect the number of PSUs, at Target, including the PSUs originally granted on March 27, 2023, plus dividend equivalents, for all NEOs except Fred Hand. For Fred Hand, this figure represents a prorated 2023-2025 PSU award made on October 13, 2023, plus dividend equivalents, per the terms of his previously disclosed offer letter. |

  135. Other Long-Term Equity Awards

    Other Long-Term Equity Awards From time to time, long-term equity incentive awards are granted to Named Executive Officers outside of the annual LTIP cycle to support specific business needs, such as recruitment, promotion, or retention. Mindful of shareholder feedback, the Committee is committed to using such off-cycle awards sparingly, reserving them for critical circumstances such as leadership transitions where stability and continuity are paramount. In Fiscal 2025, the Committee approved the following off-cycle equity award in connection with Mr. Bender’s appointment as Interim Chief Executive Officer, which occurred in May 2025:

  136. Other Long-Term Equity Awards

    | ● | Interim CEO Grant. On May 16, 2025, Mr. Bender received a one-time award of RSUs with a grant date fair value of $3,775,000. In light of this award and his assumption of an executive role, Mr. Bender did not receive the annual equity grant that he otherwise would have received for his service as a Non-employee Director, and he did not receive an award under our Fiscal 2025 LTIP program. Furthermore, he received no additional equity award upon his appointment as CEO in November 2025; his next grant was made on March 30, 2026, consistent with the 2026 LTIP cycle applicable to the Company’s other NEOs. |

  137. Other Long-Term Equity Awards

    | ● | Determination of Value. The Committee determined the value of the award after reviewing market benchmarks for interim CEO compensation and considering the expansion of duties required to navigate the leadership transition. The Committee calibrated the value of Mr. Bender’s award with reference to awards issued to prior Kohl’s CEOs and other external data points such as observed market practice. The Committee believes that this value represented a conservative approach and aligned with historical Company precedent. The Committee determined this amount was appropriate to compensate Mr. Bender for the expansion of his duties and in lieu of the equity award he would have received for his service as a Non-employee Director. |

  138. Other Long-Term Equity Awards

    | ● | Award Type. The Committee determined that RSUs, rather than PSUs, were the most appropriate vehicle. At the time of the grant, the Committee recognized the potentially short-term, transitional nature of the interim role and reviewed applicable benchmarking, which confirmed that RSUs are a prevalent market practice for interim equity grants. The Committee concluded that PSUs—which are subject to a three-year performance period—were incongruent with the unspecified duration of an interim appointment. By utilizing RSUs, the Committee prioritized operational stability and immediate alignment with shareholder interests, as the realized value of the award fluctuates directly with the Company’s stock price, incentivizing Mr. Bender to preserve and create value while the Board conducted its search. |

  139. Other Long-Term Equity Awards

    | ● | Alignment with Service Duration. To further align the equity award with the nature of the interim role as it was structured at the time of grant, the award value is directly tied to the length of his service. While 100% of the RSUs will vest on the first anniversary of the grant date, in the event Mr. Bender’s employment terminates before May 16, 2026, for reasons other than Cause or as a result of his resignation (which both result in forfeiture), Mr. Bender will be entitled to receive a prorated number of RSUs based on the number of days he served in the Chief Executive Officer role. This proration feature was designed to ensure Mr. Bender was compensated strictly for the period he led the Company, preventing a windfall if his service ends prior to the one-year vesting date. |

  140. Other Long-Term Equity Awards

    | ● | Shareholder Feedback. As described under Shareholder Engagement and Outreach, the Company engaged in dialogue with shareholders regarding the Company’s executive compensation program, with investors generally expressing appreciation for the Company’s overarching compensation philosophy and the disciplined structure of this specific award. Shareholders specifically noted that the size and design of Mr. Bender’s grant—including the proration features and the decision to forego additional awards upon his appointment as CEO in November 2025—demonstrated a measured approach to executive transition. |

  141. Other Long-Term Equity Awards

    | 92 | Corporate.Kohls.com |

  142. Other Long-Term Equity Awards

    Perquisites We provide our Named Executive Officers with certain perquisites in order to create a competitive total compensation package that supports recruitment and retention of key talent. The perquisites provided in Fiscal 2025 are summarized below.

  143. Other Long-Term Equity Awards

    | Perquisite | Amount for CEO, CFO, and Chief Merchandising Officer | | Amount for Other NEOs | | Personal use of aircraft (1) | • Current CEO | $200,000 per year | $0 per year | | | • Former CEO | $180,000 or 30 hours per year | | | | • CFO & CMO | $0 per year | | | Automobile expense allowance (2) | • CFO & CMO | $18,000 per year or company-leased automobile | $18,000 per year | | Personal financial advisory services | Up to $10,000 per year | | Up to $10,000 per year for both personal | | Personal tax advisory services | No fixed limit | | financial and tax advisory services combined | | Supplemental health care plan (3) | • Current CEO | $0 per year | Up to $25,000 per year | | (medical expenses not covered by insurance) | • Former CEO | Up to $50,000 per year | | | | • CFO & CMO | Up to $50,000 per year | | | Charitable contribution matching (4) | Up to $10,000 per year | | Up to $10,000 per year | | Supplemental term life, long-term disability, and accidental death and dismemberment insurance | At cost to the Company | | At cost to the Company | | Executive privacy and security services (5) | At cost to the Company | | At cost to the Company |

  144. Other Long-Term Equity Awards

    | (1) For increased safety and efficiency, our current Chief Executive Officer is, and our former Chief Executive Officer was, permitted to use the company owned or chartered aircraft for business purposes and personal travel. This usage is governed by our Corporate Aircraft Policy, which includes guidelines for annual reporting to the Audit and Compensation Committees and reporting for SEC disclosure and tax purposes. For Fiscal 2025, the value of the personal use of company aircraft benefit for Michael J. Bender, in his interim role, was limited to $135,000 in aggregate incremental cost per year. At its November 2025 meeting, the Committee increased the value of this benefit to $200,000 per year. This adjustment recognizes that travel between Mr. Bender’s primary residence and the Company’s offices, particularly during his interim service, including associated repositioning or “deadhead” segments, is classified as personal use and therefore charged against the personal use allowance. Additionally, in late 2025 and early 2026, Kohl’s sold its corporate aircraft and transitioned to a fractional lease arrangement. The increase to Mr. Bender’s personal use benefit also accounts for this transition to ensure the benefit remained comparable under the new program. For Fiscal 2025, Ashley Buchanan, our former CEO, was limited to a maximum of $180,000 in aggregate incremental cost per year or 30 hours per year. |

  145. Other Long-Term Equity Awards

    | (2) In Fiscal 2025, the Committee discontinued the automobile expense allowance for all new executive hires and promotions. Executives who previously received this benefit will continue to receive it under a legacy status; however, our CEO was not eligible for and does not receive this benefit. Our CFO and Chief Merchandising Officer have a capped annual automobile expense reimbursement allowance of $18,000 or they may choose a company-leased automobile. |

  146. Other Long-Term Equity Awards

    | (3) In Fiscal 2025, the supplemental health care plan was closed to new entrants. Accordingly, Mr. Bender is not eligible for and does not participate in this plan. However, executives who previously participated in this plan will remain eligible to receive these benefits under legacy status. |

  147. Other Long-Term Equity Awards

    | (4) The charitable contribution matching benefit is available to all Kohl’s associates at this same matched amount. |

  148. Other Long-Term Equity Awards

    | (5) The Committee views the personal safety and security of our senior executives as of paramount importance to the Company’s operations. In Fiscal 2025, the Committee authorized a program to provide personal data privacy protection services to our Named Executive Officers. This service includes online exposure reviews to identify vulnerabilities, active removal of personal information from data aggregator databases, and continuous dark web monitoring for compromised credentials. In addition to the privacy services provided to all Named Executive Officers, the Committee approved select security services for Mr. Bender in connection with his appointment as CEO. Based on an independent security assessment, these services include a physical security evaluation of his residences. We view these security services as an integral part of our risk management program and as necessary business expenses, although we recognize that they may be viewed as conveying a personal benefit. Because no costs were incurred by the Company for these services in Fiscal 2025, the aggregate incremental costs of such services are not reported in the "All Other Compensation" column of the Summary Compensation Table. |

  149. Other Long-Term Equity Awards

    | Kohl’s Corporation | 2026 Proxy Statement | 93 |

  150. Fiscal 2026 Compensation Actions

    Fiscal 2026 Compensation Actions At its meeting in February 2026, the Committee evaluated the projected payout levels for the 2025-2027 PSUs. As described in further detail in the section titled Annual LTIP Awards – Awards Granted in 2025 under the caption Performance Goals and Performance Period, the Committee determined it was appropriate to apply an objective “banking” framework to the financial component of these awards to moderate the impact of the transition to a one-year financial measurement period, while aligning executive outcomes with the shareholder experience. By notionally weighting actual Fiscal 2025 performance as one year of a three-year performance period, with the subsequent two years applied at Target, the Committee established a payout cap of 127% of Target for the financial component of these PSUs. Consistent with past practice, at its Spring 2026 meetings, the Committee conducted a comprehensive evaluation of the executive compensation program, including each component described in this CD&A. As part of this process, the Committee assessed the design of the AIP and LTIP, including the selection of performance measures and the establishment of performance goals, resulting in the following determinations for the Fiscal 2026 program:

  151. Fiscal 2026 Compensation Actions

    | ● | CEO Compensation. The Committee maintained Mr. Bender’s compensation at the levels established upon his appointment as CEO on November 23, 2025. Fiscal 2026 marks his first year of eligibility for long-term equity incentive awards under our annual LTIP program, which the Committee established as a mix of 60% PSUs and 40% RSUs. |

  152. Fiscal 2026 Compensation Actions

    | ● | Jill Timm. To align her compensation with market practices, the Committee increased Ms. Timm’s long-term equity incentive award, at Target, from $2,300,000 to $2,800,000. By delivering this adjustment entirely through long-term equity, the Committee intended to further align Ms. Timm’s interests with those of our shareholders. Her base salary and AIP target remain unchanged from Fiscal 2025. |

  153. Fiscal 2026 Compensation Actions

    | ● | Fiscal 2026 LTIP. For the Fiscal 2026 LTIP, the Committee maintained an award mix of 60% PSUs and 40% RSUs. The Committee also retained the performance measures of Operating Margin and Net Sales for the PSUs, each weighted at 50%. As noted previously, the shift to a one-year measurement period for the 2025-2027 PSUs was a temporary change and the PSUs underlying the Fiscal 2026 LTIP will again be earned based on a cumulative three-year performance period and remain subject to a three-year relative TSR Modifier and Performance Index Modifier. Consistent with Fiscal 2025, the RSUs will continue to be subject to a three-year ratable vesting schedule to support executive retention. |

  154. Other Compensation Items

    Executives have five years from the time they become subject to an ownership requirement to comply. Compliance is monitored by our Chief Legal Officer and the Committee, and the Committee may grant exceptions to these requirements only in extraordinary circumstances. These stock ownership guidelines are reviewed regularly to ensure they are consistent with market practice and effectively align executive interests with those of the Company’s shareholders. For purposes of calculating stock ownership, the Committee only considers shares of Kohl’s common stock owned outright and unvested time-based Restricted Stock and Restricted Stock Units. These equity holding requirements were again reviewed in 2025, and the Committee also verified that the executive officers were in compliance with these stock ownership guidelines.

  155. Restriction on Hedging and Pledging of Kohl’s Securities

    Restriction on Hedging and Pledging of Kohl’s Securities In accordance with Kohl’s Statement on Securities Trading, Kohl’s associates, executives, and Directors are prohibited from entering into transactions designed to result in a financial benefit if our stock price declines, or any hedging transaction involving our securities, including the use of financial derivatives such as puts and calls, short sales, and similar transactions. Kohl’s associates, executives, and Directors are also prohibited from holding Kohl’s stock in a margin account or otherwise pledging Kohl’s stock as collateral for a loan. Policies and Practices Related to the Grant of Certain Equity Awards While our Long-Term Compensation Plan allows for the granting of Stock Options, Stock Appreciation Rights, and similar option-like awards, we have not awarded Stock Options, Stock Appreciation Rights, or similar option-like awards in recent years, and there were no Stock Options outstanding, exercised, forfeited, or expired in Fiscal 2025, Fiscal 2024, or Fiscal 2023. Instead, long-term equity incentives are delivered through performance-based Performance Share Units and time-based Restricted Stock Units, which we believe better align with our pay-for-performance philosophy. Should the Committee determine that the award of Stock Options or similar option-like awards support our objectives in the future, grants will be made following a structured process aligned with our established equity grant policies and timing considerations. It is the general practice and policy of the Committee not to grant Stock Options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock and not to time the public release of such information based on Stock Option grant dates. Additionally, it is our general practice and policy not to grant Stock Options or similar awards (i) outside of “trading windows” established in accordance with our Statement on Securities Trading; or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The foregoing restrictions do not apply to Restricted Stock Units or other types of equity awards that do not include an exercise price related to the market price of our common stock on the grant date. As a general practice, our executive officers, Directors, and associates are not permitted to choose the grant date applicable to their individual equity awards. Annual grants (excluding one-time awards that may be made in unique circumstances, such as upon joining the Company or as a retention incentive) are generally made at a meeting of the Committee that is held during the first quarter of each fiscal year and which has historically occurred during an open trading window. In accordance with these practices and policies, during the fiscal year ended January 31, 2026, none of our Named Executive Officers were awarded Stock Options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports. During Fiscal 2025, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  156. Restriction on Hedging and Pledging of Kohl’s Securities

    Compensation Recovery Policy Kohl’s has established policies and procedures for the recovery of incentive compensation, which apply to all executive officers and other associates who receive performance-based incentive compensation. All recipients of incentive compensation are subject to the recovery or clawback policies set forth in the award agreement issued in conjunction with their receipt of incentive compensation or, if more restrictive, the rules and regulations of the Securities and Exchange Commission and New York Stock Exchange and any policy adopted by the Company thereunder, including the Company’s Executive Officer Compensation Recovery Policy detailed below. In August 2023, our Board of Directors adopted an Executive Officer Compensation Recovery Policy that provides for recovery from executive officers of incentive-based compensation in the event of an accounting restatement. Notably, our Named Executive Officers, including all of the Company’s current and former executive officers, are subject to the Company’s Executive Officer Compensation Recovery Policy, established in accordance with Section 10D of the Exchange Act and Section 303A.14 of the New York Stock Exchange Listed Company Manual. Executive Officer Cash Severance Policy In March 2023, the Compensation Committee adopted an Executive Officer Cash Severance Policy, which provides that the Company will not enter any new agreement that awards an executive officer Cash Severance Benefits exceeding 2.99 times the sum of the officer’s base salary and target annual cash incentive unless our shareholders ratify the agreement. The term “Cash Severance Benefits” covers cash payments for employment termination, consulting services, and securing non-compete agreements. However, it excludes several items such as equity-based awards granted before termination, various bonus payments, accrued salary or vacation pay, earned retirement benefits, outplacement services, and other standard non-cash benefits available to similarly situated employees. The Executive Officer Cash Severance Policy remains in effect and is publicly available on our website at https://corporate.kohls.com.

  157. Summary Compensation Table

    Summary Compensation Table The table below summarizes information concerning compensation for Fiscal 2025 of those persons who were at January 31, 2026:

  158. Summary Compensation Table

    | ● | our Chief Executive Officer; |

  159. Summary Compensation Table

    | ● | our Chief Financial Officer; |

  160. Summary Compensation Table

    | ● | our three other most highly compensated executive officers; and |

  161. Summary Compensation Table

    | ● | our former Chief Executive Officer. |

  162. Summary Compensation Table

    | | | | | | | Change in | | | | | | | | | | Pension Value | | | | | | | | | | and Non- | | | | | | | | | | Qualified | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Incentive Plan | Compensation | All Other | | | Name and Principal | Year | Salary | Bonus | Awards (1)(2) | Compensation (3) | Earnings (4) | Compensation (5) | Total | | Position | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Michael J. Bender (6) Chief Executive Officer | 2025 | 1,111,837 | — | 3,775,003 | 3,641,818 | — | 515,808 | 9,044,466 | | Jill Timm (7) | 2025 | 950,000 | — | 2,299,993 | 2,289,690 | — | 105,910 | 5,645,593 | | Chief Financial Officer | 2024 | 950,000 | 450,000 | 2,300,000 | — | — | 104,703 | 3,804,703 | | | 2023 | 938,750 | 450,000 | 3,600,023 | 1,057,160 | — | 113,205 | 6,159,138 | | Fred Hand | 2025 | 900,000 | — | 2,000,003 | 2,169,180 | — | 83,312 | 5,152,495 | | Senior Executive Vice | 2024 | 895,833 | — | 1,999,999 | — | — | 125,012 | 3,020,844 | | President, Director of Stores | 2023 | 309,896 | 525,000 | 2,924,994 | 293,140 | — | 36,389 | 4,089,419 | | Nick Jones (8) | 2025 | 900,000 | — | 2,299,993 | 2,336,040 | — | 121,075 | 5,657,108 | | Chief Merchandising Officer | 2024 | 900,000 | — | 2,300,000 | — | — | 235,074 | 3,435,074 | | | 2023 | 781,251 | 1,380,000 | 1,999,987 | 448,560 | — | 456,263 | 5,066,061 | | Christie Raymond | 2025 | 725,000 | — | 1,500,002 | 1,478,565 | — | 77,363 | 3,780,930 | | Chief Marketing Officer | 2024 | 725,000 | — | 1,499,987 | — | — | 75,445 | 2,300,432 | | | 2023 | 715,833 | — | 2,099,996 | 682,660 | — | 84,576 | 3,583,065 | | Ashley Buchanan (9) | 2025 | 368,750 | — | 9,000,005 | — | — | 213,981 | 9,582,736 | | Former Chief Executive Officer | 2024 | 67,045 | 3,750,000 | 17,000,000 | — | — | 90,691 | 20,907,736 |

  163. Summary Compensation Table

    | (1) The amounts shown represent the aggregate grant date fair value for awards granted in 2025, 2024, and 2023 computed in accordance with FASB ASC Topic 718. For additional details, see Note 6 to our Fiscal 2025 audited financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2026, filed with the Securities and Exchange Commission on March 19, 2026. |

  164. Summary Compensation Table

    | (2) Includes the aggregate grant date fair value of PSUs that could be earned pursuant to the 2025-2027 LTIP grant, based on the probable outcome of the performance conditions as of the grant date. Subsequent to the grant date, the Committee implemented a Maximum payout cap of 127% of Target for the 2025-2027 PSUs. Actual payments for the 2025-2027 PSUs will be based on our financial performance in Fiscal 2025 and are subject to a Performance Index Modifier and TSR Modifier over the three-year performance period, as described more fully in the Compensation Discussion and Analysis under “Long-Term Equity Incentive Awards.” The potential awards that could be earned and the range of their value (calculated as of the grant date fair value) are set forth below. The Maximum amount reflects assumed payout at 250% of Target (reflecting 200% Maximum and the +25% TSR Modifier); however, following the implemented payout cap of 127% of Target, the anticipated Maximum amount of PSUs that can be earned is 158.75% of Target (reflecting the 127% cap and the +25% TSR Modifier). See “Annual LTIP Awards – Awards Granted in 2025” in the CD&A for further information. |

  165. Summary Compensation Table

    | | Amount Reported | Other Possible Amounts | | | | Target | Threshold | Maximum | | Named Executive Officer | ($) | ($) | ($) | | Michael J. Bender (a) | — | — | — | | Jill Timm | 1,379,997 | 517,499 | 3,449,992 | | Fred Hand | 1,199,999 | 450,000 | 2,999,997 | | Nick Jones | 1,379,997 | 517,499 | 3,449,992 | | Christie Raymond | 899,999 | 337,500 | 2,249,998 | | Ashley Buchanan (b) | 5,400,004 | 2,025,001 | 13,500,009 |

  166. Summary Compensation Table

    | Kohl’s Corporation | 2026 Proxy Statement | 99 |

  167. Summary Compensation Table

    | (a) As described more fully in the Compensation Discussion and Analysis under “Long-Term Equity Incentive Awards,” Mr. Bender was appointed Interim Chief Executive Officer on April 30, 2025. In connection with his appointment as Interim CEO and as set forth in the Letter Agreement dated May 16, 2025, he received an award of Restricted Stock Units with a grant date fair value of $3,775,000. These Restricted Stock Units will vest on the first anniversary of the grant date, subject to the service-based vesting conditions set forth in the Restricted Stock Unit Agreement and his continued employment by Kohl’s on the vesting date. Mr. Bender did not receive an award of Performance Share Units in Fiscal 2025. |

  168. Summary Compensation Table

    | (b) Mr. Buchanan departed Kohl’s on April 30, 2025. Upon a termination for “Cause,” the terms of the respective Executive Compensation Agreement, award agreement, and incentive plan call for forfeiture of all unvested equity awards and therefore all of the awards reported above have been forfeited. |

  169. Summary Compensation Table

    | (3) The amounts reported represent cash incentive payments earned under our Annual Incentive Plan based on the Company’s performance during the specified fiscal year (less any portion of such payment disclosed in the “Bonus” column due to the terms of an offer letter, as described in Footnote 8 below). These incentive payments are awarded in recognition of performance in the specified fiscal year but disbursed in the following fiscal year. |

  170. Summary Compensation Table

    | (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. |

  171. Summary Compensation Table

    | (5) A detailed breakdown of “All Other Compensation” is provided in the table below. |

  172. Summary Compensation Table

    | | Our | Payments Made | | | | | | | | | | | | | Contribution | by Us for Term | | | | | | | | | | | | | to Executive | Life, Long-Term | Our | Our | | | | Utilization | | | | | | | Officer’s | Disability, | Reimbursement | Reimbursement | | | | of | | Tax | | | | | Defined | Accidental Death | of Personal | of Personal | | Relocation | | Company | Post- | Reimbursements | | | | | Contribution | & Dismemberment | Financial | Tax | Automobile | and Travel | Supplemental | Owned or | Employment | (Gross-Ups) | | | | | Plan | and Medical | Advisory | Advisory | Expense | Expense | Health Care | Chartered | Contractual | on Eligible | | | | | Accounts | Insurance | Expenses | Expenses | Allowance (a) | Reimbursement (b) | Coverage (c) | Aircraft (d) | Benefits | Expenses (e) | Other (f) | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Michael J. Bender | — | 11,563 | — | — | — | 160,000 | — | 195,914 | — | 6,571 | 141,760 | 515,808 | | Jill Timm | 17,500 | 20,410 | — | — | 18,000 | — | 50,000 | — | — | — | — | 105,910 | | Fred Hand | 17,500 | 12,812 | 10,000 | — | 18,000 | — | 25,000 | — | — | — | — | 83,312 | | Nick Jones | — | 13,305 | — | 11,703 | 24,067 | 22,000 | 50,000 | — | — | — | — | 121,075 | | Christie Raymond | 17,500 | 15,699 | 500 | — | 18,000 | — | 25,000 | — | — | — | 664 | 77,363 | | Ashley Buchanan | — | 4,052 | — | — | 5,400 | — | 50,000 | 154,529 | — | — | — | 213,981 |

  173. Summary Compensation Table

    | (a) As noted in the section titled “Perquisites,” the Committee discontinued the automobile expense allowance for all new executive hires and promotions in Fiscal 2025. Executives who previously received this benefit will continue to receive it under a legacy status; however, Mr. Bender was not eligible for and does not receive this benefit. Ms. Timm and Mr. Jones are eligible to receive an annual automobile expense reimbursement allowance of up to $18,000 or they may choose a company-leased automobile. All other Named Executive Officers (excluding our CEO, CFO, and Chief Merchandising Officer) are eligible to receive an automobile expense reimbursement allowance of up to $18,000 per year. For Mr. Jones, the amount reflected above represents the imputed income value of a company-leased automobile provided for Mr. Jones’ use. The imputed income value is calculated based on the lease cost to the Company in Fiscal 2025. For Mr. Buchanan, the amount reflected above represents a prorated allowance based on his period of service during the fiscal year. |

  174. Summary Compensation Table

    | (b) As noted in the section titled “Perquisites,” certain of our Named Executive Officers are eligible to receive additional perquisites as set forth in their respective offer letters. As set forth in his offer letter in connection with his appointment as Chief Executive Officer, Mr. Bender received a $160,000 lump sum payment to assist with establishing a residence in the Milwaukee area. As part of his international relocation and in accordance with his previously disclosed offer letter, Mr. Jones was eligible to receive a stipend of up to $2,000 per month for dual housing expenses for a maximum of 36 months from his start date with Kohl’s. No tax reimbursement, or gross-up, is provided in connection with this benefit. |

  175. Summary Compensation Table

    | (c) Amounts shown are eligible 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. As noted in the section titled “Perquisites,” the Committee closed the supplemental health care plan to new entrants and therefore Mr. Bender is not eligible for and does not participate in said plan. |

  176. Summary Compensation Table

    | (d) For increased safety and efficiency, our current and former Chief Executive Officers are/were permitted to use the company owned or chartered aircraft for business purposes and personal travel in Fiscal 2025. For Fiscal 2025, the value of the personal use of company aircraft benefit for Mr. Bender, in his interim role, was limited to $135,000 in aggregate incremental cost per year. At its November 2025 meeting, the Committee increased the value of this benefit to $200,000 per year. This adjustment recognizes that travel between Mr. Bender’s primary residence and the Company’s offices, particularly during his interim service, including associated repositioning or “deadhead” segments, is classified as personal use and therefore charged against the personal use allowance. Additionally, in late 2025 and early 2026, Kohl’s sold its corporate aircraft and transitioned to a fractional lease arrangement. The increase to Mr. Bender’s personal use benefit also accounts for this transition to ensure the benefit remained comparable under the new program. For Fiscal 2025, Mr. Buchanan, our former CEO, was limited to a maximum of $180,000 in aggregate incremental cost per year or 30 hours per year. The amount shown in the above table for each of Mr. Bender and Mr. Buchanan represents the incremental cost of personal use of Kohl’s-owned or chartered aircraft, and is based on either (i) actual charter expense, including |

  177. Summary Compensation Table

    | 100 | Corporate.Kohls.com |

  178. Summary Compensation Table

    hourly usage charges and trip-specific expenses billed by the charter provider; or (ii) with respect to Kohl’s-owned aircraft utilization, the direct cost of use per hour, which includes fuel; landing, ramp, hangar and parking fees; crew-related expenses, such as food, lodging and ground transportation; costs associated with additional contracted crew members, such as a cabin attendant; regular and unscheduled maintenance attributable to the trip, including airframe maintenance and engine restoration reserves; cost of repositioning or deadhead flights; international flight support; and passenger costs, such as in-flight food and beverage. From time to time, Named Executive Officers may be accompanied by spouses or other immediate family members on company aircraft at no aggregate incremental cost to the Company.

  179. Summary Compensation Table

    | (e) In accordance with the Letter Agreement dated May 16, 2025 and offer letter dated November 23, 2025, the Company reimbursed Mr. Bender for legal fees associated with the review and finalization of his employment terms. The amount set forth in this column represents a tax gross-up associated with the aforementioned legal fees. |

  180. Summary Compensation Table

    | (f) For Mr. Bender, this amount includes $30,220 in cash retainer fees paid for his service as a Non-employee Director prior to his appointment as Interim Chief Executive Officer effective April 30, 2025. Additionally, in accordance with the Letter Agreement dated May 16, 2025 and offer letter dated November 23, 2025, this amount includes (i) a monthly stipend of $11,500 to offset personal commuting expenses to the corporate office, which was paid during Mr. Bender’s interim CEO service from April 30, 2025 to November 23, 2025; (ii) $8,261 in legal fees associated with the review and finalization of his employment terms as Interim CEO; and (iii) $17,029 in legal fees associated with the review and finalization of his employment terms upon his appointment as CEO. For Ms. Raymond, this amount represents the Company’s reimbursement of gym membership fees under an associate well-being program available to all Kohl’s corporate associates located near a Kohl’s Fitness Center. Under this program, the Company pays the monthly membership fee, provided the associate registers for the program and completes a certain number of visits per month. If this visit requirement is not met, the membership fee is payroll deducted from the associate’s compensation. The reported amount reflects the Company-paid portion of the membership fee; associated taxes are payroll deducted monthly regardless of the frequency of use. |

  181. Summary Compensation Table

    | (6) Mr. Bender assumed the role of Interim Chief Executive Officer on April 30, 2025 and was formally appointed Chief Executive Officer effective November 23, 2025. In connection with his appointment as Interim CEO and as set forth in the Letter Agreement dated May 16, 2025, he received an award of Restricted Stock Units with a grant date fair value of $3,775,000. These Restricted Stock Units will vest on the first anniversary of the grant date, subject to the prorated service-based vesting conditions set forth in the Restricted Stock Unit Agreement and his continued employment by Kohl’s on the vesting date. |

  182. Summary Compensation Table

    | (7) In recognition of her service and continued employment, Ms. Timm received a one-time cash incentive totaling $900,000, which was paid in two equal installments in Fiscal 2023 and 2024. This award was granted on November 29, 2022 and previously disclosed. |

  183. Summary Compensation Table

    | (8) With respect to Fiscal 2023, $630,000 of Mr. Jones’ annual cash incentive payment is disclosed in the “Bonus” column due to the provision in his offer letter guaranteeing him this minimum bonus. The amount disclosed under the “Bonus” column for Fiscal 2023 includes this $630,000 and a signing incentive of $750,000. Even if a portion of this annual cash incentive payment were not guaranteed, Mr. Jones earned a total annual cash incentive for Fiscal 2023 of $1,078,560, which is above the minimum amount guaranteed in his offer letter. |

  184. Summary Compensation Table

    | (9) Mr. Buchanan departed Kohl’s on April 30, 2025. Pursuant to his initial offer letter, he received a signing incentive of $3,750,000, a one-time Restricted Stock Unit award with a grant date fair value of $2,000,000, and a separate one-time Restricted Stock Unit award with a grant date fair value of $15,000,000. Upon a termination for “Cause,” the terms of the respective Executive Compensation Agreement, award agreements, and incentive plans call for forfeiture of all unvested equity awards, including the recruitment awards and grants made under the 2025 LTIP; ineligibility to receive an annual cash incentive under the AIP; and repayment of a pro rata portion of his cash signing incentive. |

  185. Summary Compensation Table

    | Kohl’s Corporation | 2026 Proxy Statement | 101 |

  186. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 In Fiscal 2025, we were authorized to issue equity awards under our 2024 Long-Term Compensation Plan. Following the approval of our 2024 Long-Term Compensation Plan, no further awards were granted under the 2017 Long-Term Compensation Plan. Awards permitted under our 2024 Long-Term Compensation Plan may be in the form of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Share Units, Performance Shares, and Substitute Awards. Except as disclosed hereunder, our executives did not participate in any other long- or short-term equity incentive plans.

  187. Grants of Plan-Based Awards in 2025

    | | | | | | | | | All Other | All Other | | | | | | | | | | | | Stock | Option | | | | | | | | | | | | Awards: | Awards: | Exercise | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number of | Number of | or Base | Grant Date | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Shares of | Securities | Price of | Fair Value | | | | Plan Awards (1) | | | Plan Awards (2) | | | Stock or | Underlying | Option | of Equity | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Units (3) | Options | Awards | Awards (4) | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | | Michael J. Bender (5) | | 294,645 | 1,964,303 | 3,928,606 | — | — | — | — | — | — | — | | | 5/16/2025 | — | — | — | — | — | — | 441,005 | — | — | 3,775,003 | | Jill Timm | | 185,250 | 1,235,000 | 2,470,000 | — | — | — | — | — | — | — | | | 3/31/2025 | — | — | — | 59,757 | 159,353 | 398,383 | — | — | — | 1,379,997 | | | 3/31/2025 | — | — | — | — | — | — | 112,469 | — | — | 919,996 | | Fred Hand | | 175,500 | 1,170,000 | 2,340,000 | — | — | — | — | — | — | — | | | 3/31/2025 | — | — | — | 51,963 | 138,568 | 346,420 | — | — | — | 1,199,999 | | | 3/31/2025 | — | — | — | — | — | — | 97,800 | — | — | 800,004 | | Nick Jones | | 189,000 | 1,260,000 | 2,520,000 | — | — | — | — | — | — | — | | | 3/31/2025 | — | — | — | 59,757 | 159,353 | 398,383 | — | — | — | 1,379,997 | | | 3/31/2025 | — | — | — | — | — | — | 112,469 | — | — | 919,996 | | Christie Raymond | | 119,625 | 797,500 | 1,595,000 | — | — | — | — | — | — | — | | | 3/31/2025 | — | — | — | 38,972 | 103,926 | 259,815 | — | — | — | 899,999 | | | 3/31/2025 | — | — | — | — | — | — | 73,350 | — | — | 600,003 | | Ashley Buchanan (6) | | 387,188 | 2,581,250 | 5,162,500 | — | — | — | — | — | — | — | | | 3/31/2025 | — | — | — | 233,834 | 623,557 | 1,558,893 | — | — | — | 5,400,004 | | | 3/31/2025 | — | — | — | — | — | — | 440,098 | — | — | 3,600,001 |

  188. Grants of Plan-Based Awards in 2025

    | (1) Shown are the Threshold, Target, and Maximum payouts for which each executive was eligible under our Annual Incentive Plan with respect to Fiscal 2025 performance. Further detail regarding actual 2025 awards can be found in the Compensation Discussion and Analysis under “Annual Cash Incentive.” |

  189. Grants of Plan-Based Awards in 2025

    | (2) Represents the range of PSUs that could be earned pursuant to the 2025-2027 LTIP awards as of the grant date. While the awards were originally granted with a payout range of 0% to 200% of Target, the Committee subsequently implemented a cap of 127% of Target in early 2026, subsequent to fiscal year-end. The actual number of PSUs earned remains subject to a Performance Index Modifier and TSR Modifier over the three-year performance period. The TSR Modifier can increase or decrease the payout by 25%. Because the table above reflects the terms of the awards as of the grant date, the Maximum number of PSUs reported above reflects a potential 250% payout (reflecting 200% at Maximum and the +25% TSR Modifier). However, as a result of the 127% cap implemented after fiscal year-end, the actual Maximum number of PSUs that can be earned is 158.75% of Target (reflecting the 127% cap and the +25% TSR Modifier). For a detailed description of the 2025-2027 PSU awards, including the performance measures and subsequent implementation of the cap, see the section titled “Long-Term Equity Incentive Awards” in the Compensation Discussion and Analysis. |

  190. Grants of Plan-Based Awards in 2025

    | (3) Represents RSUs awarded under our 2024 Long-Term Compensation Plan. |

  191. Grants of Plan-Based Awards in 2025

    | (4) Amounts shown represent the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. For additional details, see Note 6 to our Fiscal 2025 audited financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2026, filed with the Securities and Exchange Commission on March 19, 2026. |

  192. Grants of Plan-Based Awards in 2025

    | (5) In connection with Mr. Bender's initial appointment as Interim Chief Executive Officer, on May 16, 2025, he received a one-time Restricted Stock Unit award with a grant date fair value of $3,775,000. Additionally, he will receive a prorated 2025 annual cash incentive for his dates of service in Fiscal 2025. |

  193. Grants of Plan-Based Awards in 2025

    | (6) Mr. Buchanan departed Kohl’s on April 30, 2025. Upon a termination for “Cause,” the terms of the respective Executive Compensation Agreement, award agreements, and incentive plans call for forfeiture of all unvested equity awards and ineligibility to receive an annual cash incentive under the AIP. As a result, no cash incentive or shares were, or will be, paid or issued to Mr. Buchanan in connection with these grants. |

  194. Grants of Plan-Based Awards in 2025

    | 102 | Corporate.Kohls.com |

  195. 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 Units and Performance Share Units that had not been earned or vested at January 31, 2026. There were no outstanding Options to purchase our common stock at January 31, 2026.

  196. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards and Units (1) | | | | Equity Incentive Plan Awards (1) (3) | | | | | | Number | | | Market | | | | Market | | | of Shares | | | Value of | Number | | | Value of | | | of Stock | | | Shares of | of Units | | | Units of | | | That | Vesting Schedule | | Stock That | of Stock | | | Stock That | | | Have Not | Annual | | Have Not | That Have | Vesting Schedule | | Have Not | | | Vested | Award | | Vested (2) | Not Vested | Scheduled | Performance | Vested (2) | | Name | (#) | Vesting | Future Vesting Date(s) | ($) | (#) | Vesting Date | Period | ($) | | Michael J. Bender | 453,682 | 100% | May 16, 2026 | 7,925,825 | | | | | | Jill Timm | 3,357 | 25% | March 28, 2026 | 58,647 | 32,354 | March 2026 | 2023-2025 | 565,224(4) | | | 23,776 | 25% | March 27, 2026, 2027 | 415,367 | 28,878 | March 2027 | 2024-2026 | 504,499(5) | | | 25,790 | 25% | March 25, 2026, 2027, 2028 | 450,551 | 409,835 | March 2028 | 2025-2027 | 7,159,817(6) | | | 115,702 | 33% | March 31, 2026, 2027, 2028 | 2,021,314 | | | | | | Fred Hand | 29,663 | 20% | October 13, 2026 | 518,213 | 12,073 | March 2026 | 2023-2025 | 210,915(4) | | | 8,900 | 25% | October 13, 2026, 2027 | 155,483 | 23,179 | March 2027 | 2024-2026 | 404,937(5) | | | 25,630 | 25% | March 25, 2026, 2027, 2028 | 447,756 | 356,378 | March 2028 | 2025-2027 | 6,225,924(6) | | | 100,611 | 33% | March 31, 2026, 2027, 2028 | 1,757,674 | | | | | | Nick Jones | 22,644 | 25% | March 27, 2026, 2027 | 395,591 | 30,813 | March 2026 | 2023-2025 | 538,303(4) | | | 25,790 | 25% | March 25, 2026, 2027, 2028 | 450,551 | 28,877 | March 2027 | 2024-2026 | 504,481(5) | | | 115,702 | 33% | March 31, 2026, 2027, 2028 | 2,021,314 | 409,835 | March 2028 | 2025-2027 | 7,159,817(6) | | Christie Raymond | 1,404 | 25% | March 28, 2026 | 24,528 | 20,799 | March 2026 | 2023-2025 | 363,359(4) | | | 35,721 | 20% | September 15, 2026, 2027 | 624,046 | 18,833 | March 2027 | 2024-2026 | 329,013(5) | | | 15,284 | 25% | March 27, 2026, 2027 | 267,011 | 267,284 | March 2028 | 2025-2027 | 4,669,451(6) | | | 12,657 | 33% | June 15, 2026 | 221,118 | | | | | | | 16,820 | 25% | March 25, 2026, 2027, 2028 | 293,845 | | | | | | | 75,459 | 33% | March 31, 2026, 2027, 2028 | 1,318,269 | | | | | | Ashley Buchanan | — | — | — | — | — | — | — | — |

  197. Outstanding Equity Awards at Fiscal Year-End

    | (1) Includes accrued but unvested dividend equivalent shares. |

  198. Outstanding Equity Awards at Fiscal Year-End

    | (2) Based upon the $17.47 price of our common stock on January 31, 2026. |

  199. Outstanding Equity Awards at Fiscal Year-End

    | (3) The units reported in this column represent potentially issuable shares pursuant to PSUs granted under the Company’s LTIP. The PSUs 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 for the 2023-2025 LTIP, cumulative Net Sales and Operating Margin for the 2024-2026 LTIP, and Fiscal 2025 Net Sales and Operating Margin for the 2025-2027 LTIP, in relation to pre-established Threshold, Target, and Maximum performance goals during the respective performance period. The number of units reported in this column assumes that Kohl’s achieves the performance goal required for a payout at the noted level. |

  200. Outstanding Equity Awards at Fiscal Year-End

    | (4) Reflects actual payout, which was 50%. |

  201. Outstanding Equity Awards at Fiscal Year-End

    | (5) Reflects assumed payout at Threshold. |

  202. Outstanding Equity Awards at Fiscal Year-End

    | (6) Reflects assumed payout at Maximum (250%, reflecting 200% Maximum and the +25% TSR Modifier), as performance was above Target as of fiscal year-end. Subsequent to fiscal year-end, the Committee implemented a cap of 127% of Target. Consequently, the actual Maximum number of PSUs that can be earned is 158.75% of Target (reflecting the 127% cap and the +25% TSR Modifier). See “Annual LTIP Awards – Awards Granted in 2025” in the CD&A for further information. |

  203. Outstanding Equity Awards at Fiscal Year-End

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  204. Options Exercised and Stock Vested in 2025

    Options Exercised and Stock Vested in 2025

  205. Options Exercised and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized on | Number of Shares | Value Realized on | | | Acquired on Exercise | Exercise | Acquired on Vesting | Vesting | | Name | (#) | ($) | (#) | ($) | | Michael J. Bender | — | — | 14,783 | 119,152 | | Jill Timm | — | — | 26,015 | 233,850 | | Fred Hand | — | — | 71,712 | 964,365 | | Nick Jones | — | — | 19,362 | 176,807 | | Christie Raymond | — | — | 61,481 | 650,249 | | Ashley Buchanan | — | — | — | — |

  206. Pension Benefits

    Pension Benefits We do not maintain any pension benefit plans for our officers or Directors that would otherwise be disclosable in this Proxy Statement.

  207. 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 certain cash incentives. 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 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 2025, none of the NEOs carried a balance or made any contributions to the Company’s Deferred Compensation Plan.

  208. Nonqualified Deferred Compensation

    | 104 | Corporate.Kohls.com |

  209. Nonqualified Deferred Compensation

    Executive Compensation Agreements The Company has entered into Executive Compensation Agreements with each of the Named Executive Officers. These Executive Compensation Agreements do not have a term but provide that the executives may be entitled to certain payments and other benefits upon termination of their employment or a change of control of Kohl’s, as described below under Potential Payments Upon Termination or Change of Control. The Committee believes these types of agreements remain important to both our executives and to the Company, as the executives benefit from clarity on the terms of their employment and protection in certain events of termination, and Kohl’s benefits from nondisclosure and non-competition protection, which enhances our ability to retain the services of our executives. As part of the Company’s continued focus on succession planning and operational excellence, we regularly engage in detailed competitive benchmarking regarding the key terms and conditions, as well as the form, of the Executive Compensation Agreements extended to the Named Executive Officers compared to agreements and practices used by the Company’s key competitors for similarly-situated retail industry executives. Potential Payments Upon Termination or Change of Control Upon termination of their employment or a change of control of Kohl’s, our Named Executive Officers would be entitled to various payments and other benefits pursuant to their respective Executive Compensation Agreement, our 2017 and 2024 Long-Term Compensation Plan, and our Annual Incentive Plan.

  210. Pay versus Performance Table

    Pay versus Performance Table The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our non-PEO Named Executive Officers (NEOs), along with Total Shareholder Return (TSR), Net Income (Loss), and Net Sales performance results for our Fiscal 2025, 2024, 2023, 2022, and 2021:

  211. Pay versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Average | | Investment | | | | | | | | | | Summary | Average | Based on: | | | | | | Summary | Summary | | Compensation | Compensation | Compensation | | Peer Group | | | | | Compensation | Compensation | Compensation | Actually Paid to | Table Total for | Actually Paid to | Total | Total | Net | | | | Table Total for | Table Total for | Actually Paid to | Second | Non-PEO | Non-PEO | Shareholder | Shareholder | Income | Net | | | First PEO | Second PEO | First PEO (2)(3) | PEO (2) (3) | NEOs | NEOs (2) (3) | Return (4) | Return (5) | (Loss) (6) | Sales (6) (7) | | Year (1) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 9,582,736 | 9,044,466 | (16,934,429)(8) | 13,314,442(8) | 5,059,032 | 5,160,493(8) | 53.59 | 164.12 | 272 | 14,775 | | 2024 | 11,036,800 | 20,907,736 | (1,152,491)(9) | 21,424,896(9) | 3,147,860 | (426,140)(9) | 38.90 | 161.20 | 109 | 15,385 | | 2023 | 8,962,889 | N/A | 9,769,583(10) | N/A | 5,883,271 | 6,169,062(10) | 70.25 | 123.16 | 317 | 16,586 | | 2022 | 9,034,094 | 4,427,865 | (57,026,989)(11) | 4,710,588(11) | 3,420,060 | (3,655,769)(11) | 76.90 | 87.69 | (19) | 17,161 | | 2021 | 12,924,834 | N/A | 34,227,502(12) | N/A | 4,016,239 | 8,475,219(12) | 139.02 | 105.90 | 938 | 18,471 |

  212. Pay versus Performance Table

    | (1) Named Executive Officers included in the above table reflect the following: |

  213. Pay versus Performance Table

    | Year | PEO #1 | PEO #2 | Non-PEOs | | 2025 | Mr. Buchanan | Mr. Bender | Ms. Timm, Mr. Hand, Mr. Jones, and Ms. Raymond | | 2024 | Mr. Kingsbury | Mr. Buchanan | Ms. Timm, Mr. Hand, Mr. Jones, and Ms. Mc Feeney | | 2023 | Mr. Kingsbury | N/A | Ms. Timm, Mr. Hand, Mr. Jones, Ms. Kent, and Mr. Alves | | 2022 | Ms. Gass | Mr. Kingsbury | Ms. Timm, Mr. Chini, Ms. Mc Feeney, Ms. Raymond, Mr. Gaffney, and Mr. Revelle | | 2021 | Ms. Gass | N/A | Ms. Timm, Mr. Howe, Mr. Revelle, and Mr. Gaffney |

  214. Pay versus Performance Table

    | (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (a) for Restricted Stock Awards and Restricted Stock Units, closing stock price on applicable year-end date(s) or, in the case of vesting dates, the stock price at which the award vested; and (b) for Performance Share Units, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) multiplied by the probability of achievement as of each such date. |

  215. Pay versus Performance Table

    | Kohl’s Corporation | 2026 Proxy Statement | 115 |

  216. Pay versus Performance Table

    | (3) For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following per share prices were used: |

  217. Pay versus Performance Table

    | 2025 | 2024 | 2023 | 2022 | 2021 | | $17.47 | $13.21 | $26.40 | $31.49 | $60.16 |

  218. Pay versus Performance Table

    | (4) 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 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. |

  219. Pay versus Performance Table

    | (5) Peer Group TSR reflects the Company’s 2025 peer group, which is the S&P 500 Consumer Discretionary Distribution & Retail Index, as reflected in our 2025 Annual Report on Form the 10-K, pursuant to Item 201(e) of Regulation S-K. The chart assumes an investment of $100 on January 30, 2021 and reinvestment of dividends. The calculations exclude trading commissions and taxes. |

  220. Pay versus Performance Table

    | (6) Dollars in Millions. |

  221. Pay versus Performance Table

    | (7) Net Sales is the financial performance 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. |

  222. Pay versus Performance Table

    | (8) For Fiscal 2025, “Compensation Actually Paid to First PEO,” “Compensation Actually Paid to Second PEO,” and the “Average Compensation Actually Paid to Non-PEO NEOs” reflects the following adjustments from total compensation reported in the Summary Compensation Table: |

  223. Pay versus Performance Table

    | | | | Average | | | First PEO | Second PEO | Non-PEO NEOs | | Adjustments to Determine 2025 "Compensation Actually Paid” | ($) | ($) | ($) | | Total Reported in 2025 Summary Compensation Table (SCT) | 9,582,736 | 9,044,466 | 5,059,032 | | Less, Value of Stock Awards Reported in SCT | (9,000,005) | (3,775,003) | (2,024,998) | | Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | — | 7,925,828 | 1,779,643 | | Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | — | — | 415,789 | | 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 | — | 119,151 | (68,973) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | (17,517,160) | — | — | | Total Adjustments | (26,517,165) | 4,269,976 | 101,461 | | "Compensation Actually Paid" for Fiscal Year 2025 | (16,934,429) | 13,314,442 | 5,160,493 |

  224. Pay versus Performance Table

    | (9) For Fiscal 2024, “Compensation Actually Paid to First PEO,” “Compensation Actually Paid to Second PEO,” and the “Average Compensation Actually Paid to Non-PEO NEOs” reflects the following adjustments from total compensation reported in the Summary Compensation Table: |

  225. Pay versus Performance Table

    | | | | Average | | | First PEO | Second PEO | Non-PEO NEOs | | Adjustments to Determine 2024 "Compensation Actually Paid” | ($) | ($) | ($) | | Total Reported in 2024 Summary Compensation Table (SCT) | 11,036,800 | 20,907,736 | 3,147,860 | | Less, Value of Stock Awards Reported in SCT | (9,099,987) | (17,000,000) | (2,024,997) | | Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | 1,721,992 | 17,517,160 | 396,704 | | Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | (4,811,296) | — | (1,758,077) | | 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 | — | — | (187,631) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | — | | Total Adjustments | (12,189,291) | 517,160 | (3,574,000) | | "Compensation Actually Paid" for Fiscal Year 2024 | (1,152,491) | 21,424,896 | (426,140) |

  226. Pay versus Performance Table

    | (10) For Fiscal 2023, “Compensation Actually Paid to First PEO” and the “Average Compensation Actually Paid to Non-PEO NEOs” reflects the following adjustments from total compensation reported in the Summary Compensation Table: |

  227. Pay versus Performance Table

    | | | Average | | | First PEO | Non-PEO NEOs | | Adjustments to Determine 2023 "Compensation Actually Paid” | ($) | ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 8,962,889 | 5,883,271 (a) | | 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 | | "Compensation Actually Paid" for Fiscal Year 2023 | 9,769,583 | 6,169,062 |

  228. Pay versus Performance Table

    | 116 | Corporate.Kohls.com |

  229. Pay versus Performance Table

    | (11) For Fiscal 2022, “Compensation Actually Paid to First PEO,” “Compensation Actually Paid to Second PEO,” and the “Average Compensation Actually Paid to Non-PEO NEOs” reflects the following adjustments from total compensation reported in the Summary Compensation Table: |

  230. Pay versus Performance Table

    | | | | Average | | | First PEO | Second PEO | Non-PEO NEOs | | Adjustments to Determine 2022 "Compensation Actually Paid” | ($) | ($) | ($) | | 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) | | "Compensation Actually Paid" for Fiscal Year 2022 | (57,026,989) | 4,710,588 | (3,655,769) |

  231. Pay versus Performance Table

    | (12) For Fiscal 2021, “Compensation Actually Paid to First PEO” and the “Average Compensation Actually Paid to Non-PEO NEOs” reflects the following adjustments from total compensation reported in the Summary Compensation Table: |

  232. Pay versus Performance Table

    | | | Average | | | First PEO | Non-PEO NEOs | | Adjustments to Determine 2021 "Compensation Actually Paid” | ($) | ($) | | 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 | | "Compensation Actually Paid" for Fiscal Year 2021 | 34,227,502 | 8,475,219 |

  233. Pay versus Performance Table

    | Kohl’s Corporation | 2026 Proxy Statement | 117 |

  234. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures As described in more detail in the Compensation Discussion and Analysis section of this Proxy Statement, 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 measures to align executive compensation with Company performance, not all of those measures are presented in the Pay versus Performance Table above. The below graphical illustrations demonstrate the relationship between compensation actually paid (“CAP”) to the Named Executive Officers over the last five fiscal years, as compared to TSR, Net Income (Loss), and Net Sales over the same period. Because the composition of the PEO role and the specific circumstances of our PEOs have changed significantly year-over-year, their CAP figures are not always directly comparable and are driven, in part, by unique events, such as recruitment awards and forfeiture of unvested equity upon leaving the Company. The compensation actually paid to our other Named Executive Officers more directly reflects the alignment between compensation and Company performance. In Fiscal 2025, CAP for these officers moved in tandem with Net Income, demonstrating that the core of the Company’s compensation program remains responsive to financial and shareholder value performance. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions (shown graphically) of the relationship between compensation actually paid to our PEO and non-PEO Named Executive Officers, for each of the covered fiscal years, and:

  235. Relationship Between Compensation Actually Paid and Performance Measures

    | ● | our cumulative TSR and the cumulative TSR for our peer group; |

  236. Relationship Between Compensation Actually Paid and Performance Measures

    | ● | our Net Income (Loss); and |

  237. Relationship Between Compensation Actually Paid and Performance Measures

    | ● | our Net Sales. |

  238. Relationship Between Compensation Actually Paid and Performance Measures

    | 118 | Corporate.Kohls.com |

  239. Relationship Between Compensation Actually Paid and Performance Measures

    | Kohl’s Corporation | 2026 Proxy Statement | 119 |

  240. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The Amended and Restated Plan introduces a specific, shareholder-approved limit on the total compensation that may be paid to any Non-employee Director in a single board service year. This limit, currently set at $750,000 for combined cash fees and equity awards, is intended to ensure that director compensation remains reasonable and consistent with peer group and market practices. While the Board already maintains a rigorous process for setting director compensation, formalizing this limit within the Amended and Restated Plan reflects our commitment to strong corporate governance and provides shareholders with direct oversight of the maximum potential compensation for our independent Directors.

  241. Non-Employee Director Compensation Limit

    | 128 | Corporate.Kohls.com |

  242. Non-Employee Director Compensation Limit

    Key Features of the Amended and Restated Plan The Amended and Restated Plan retains all existing features previously approved by our shareholders and reflecting prevailing best practices, including:

  243. Non-Employee Director Compensation Limit

    | ● | Fixed Share Pool; No Evergreen Provision. The Amended and Restated Plan authorizes a fixed number of shares and does not include an automatic share replenishment or “evergreen” feature. |

  244. Non-Employee Director Compensation Limit

    | ● | No Repricing, Replacement, or Repurchase Without Shareholder Approval. Stock Options and Stock Appreciation Rights (“SARs”) may not be repriced, replaced, or repurchased for cash at a time when the market price of Kohl’s common stock is lower than the applicable exercise price without shareholder approval, except for equitable adjustments in connection with stock splits, recapitalizations, or similar corporate events. |

  245. Non-Employee Director Compensation Limit

    | ● | Exercise Price. The exercise price of Stock Options or SARs may not be less than the fair market value of the common stock on the grant date. |

  246. Non-Employee Director Compensation Limit

    | ● | Minimum Vesting Requirements. Awards granted under the Amended and Restated Plan generally may not vest earlier than twelve (12) months following the grant date, subject to a limited 5% carve out and certain acceleration authority for termination or Change of Control circumstances. |

  247. Non-Employee Director Compensation Limit

    | ● | Clawback and Recoupment Provisions. The Amended and Restated Plan includes “clawback” provisions that provide the Committee with dual authority to recoup awards. First, the Committee may terminate outstanding awards or recover awards already paid to participants who engage in fraudulent or dishonest conduct. Second, the Committee maintains the broad right to require a participant to forfeit or return any award granted under the Amended and Restated Plan, including any cash, shares, or other property realized from such award, consistent with any recoupment policy that Kohl’s may implement from time to time, including, without limitation, the Company’s Executive Officer Compensation Recovery Policy. |

  248. Non-Employee Director Compensation Limit

    | ● | Dividend and Dividend Equivalent Restrictions. Dividends and dividend equivalents may be provided only with respect to Full Value Awards (which are awards that are not Stock Options or SARs and are settled by the issuance of common stock) and, if provided, accrue and are payable solely to the extent that the underlying awards vest. Dividends and dividend equivalents are not permitted on Stock Options or SARs. |

  249. Non-Employee Director Compensation Limit

    | ● | Double-Trigger for Accelerated Vesting. Upon a Change of Control of Kohl’s where awards are assumed, a “double trigger” provision in the Amended and Restated Plan allows accelerated vesting of Options, SARs, and Full Value Awards only upon the participant’s involuntary termination of employment without Cause (as defined in the Amended and Restated Plan) or a voluntary termination of employment for Good Reason (as defined in the Amended and Restated Plan). |

  250. Non-Employee Director Compensation Limit

    | Kohl’s Corporation | 2026 Proxy Statement | 129 |

  251. Non-Employee Director Compensation Limit

    Equity Compensation Plan Information and Metrics

  252. Section 280G of the Code

    | 2.278. | “Substitute Award” means an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of the property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of a Stock Option or SAR. |

  253. Section 280G of the Code

    | (b) Nonemployee Director Compensation Limit. Beginning with the Board Service Year commencing on or after the Restatement Date, Awards granted to any Nonemployee Director for his or her service during any Board Service Year, taken together with any cash fees paid in respect of that Board Service Year, may not exceed seven hundred and fifty thousand dollars ($750,000) in total value. For purposes of this limit, the value of an Award shall be determined based on the grant date value of such Award (as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation” or any successor provision). |