DEF 14A of KOHLS Corp, Mar 28, 2025

DEF 14A of KOHLS Corp

Filed Mar 28, 2025 · FY20240001558370-25-004025

Open on EDGAR

  1. KOHL’S CORPORATION

    | 43 | Stock Ownership Requirements for Directors | | 44 | Director Compensation Table | | 45 | EXECUTIVE COMPENSATION | | 45 | Proposal 2 — Advisory Vote to Approve the Compensation of Our Named Executive Officers | | 48 | Compensation Committee Report | | 49 | Compensation Discussion and Analysis | | 72 | Compensation Tables | | 72 | Summary Compensation Table | | 75 | Grants of Plan-Based Awards in 2024 | | 76 | Outstanding Equity Awards at Fiscal Year-End | | 77 | Option Exercises and Stock Vested in 2024 | | 77 | Pension Benefits | | 77 | Nonqualified Deferred Compensation | | 78 | Employment and Executive Compensation Agreements | | 78 | Potential Payments Upon Termination or Change of Control | | 90 | CEO Pay Ratio | | 90 | Pay versus Performance | | 96 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND MANAGEMENT | | 96 | Beneficial Ownership of Common Stock | | 97 | Section 16(a) Reports | | 98 | AUDIT MATTERS | | 98 | Proposal 3 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm | | 99 | Audit Committee Report | | 100 | Fees Paid to Ernst & Young | | 100 | Pre-Approval Policies and Procedures | | 101 | SHAREHOLDER PROPOSAL | | 101 | Proposal 4 — Shareholder Proposal — Shareholder Vote on Executive Severance Payments | | 103 | Statement of the Board of Directors in Opposition to this Shareholder Proposal |

  2. Biographies

    Biographies Biographies of the ten 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 I Age 54 | | | Director since 2023 INDEPENDENT Committees ● Audit ● Finance | Retail and Consumer-Facing Experience ● Over 18 years of experience in retail and consumer goods at Bath & Body Works and L Brands, including 2 years as the CFO of Bath & Body Works following more than 15 years as a finance leader providing transformational insights and leadership to guide L Brands through significant changes Additional Select Key Skills and Expertise ● FINANCE, ACCOUNTING, OR FINANCIAL REPORTING: As former CFO of Bath & Body Works and as former Controller of L Brands, developed extensive financial expertise and oversaw SEC reporting and accounting, as well as financial planning and analysis ● SENIOR LEADERSHIP: As former CFO of Bath & Body Works, responsible for all finance functions, as well as enterprise risk management, procurement, and investor and media relations ● TRANSFORMATION STRATEGY: As former Controller of L Brands, guided the organization through major restructuring, including the spin-off of Victoria’s Secret from L Brands, and multiple acquisitions and divestitures | | | Career Highlights ● Bath & Body Works: 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 present) |

  4. Biographies

    | 20 | Corporate.Kohls.com |

  5. Biographies

    | MICHAEL J. BENDER | | | Former President and Chief Executive Officer of Eyemart Express I Age 63 | | | Director since 2019 Chair of the Board INDEPENDENT Committees ● Audit ● Compensation ● Finance ● Nominating and ESG | Retail and Consumer-Facing Experience ● Track record of success in previous senior management roles at prominent retailers, including Walmart, Victoria’s Secret, and Eyemart Express Additional Select Key Skills and Expertise ● SENIOR LEADERSHIP: Served in multiple senior leadership roles at a number of retail companies, culminating as Chief Executive Officer of Eyemart Express ● TECHNOLOGY, E-COMMERCE, OR DIGITAL: Served as Chief Operating Officer of Global eCommerce at Walmart, bridging the gap between the digital and physical capabilities of the retail giant ● OPERATIONS MANAGEMENT: Expertise in optimizing supply chain operations honed through 30 years in operational roles, including at L Brands, PepsiCo, and Walmart | | | Career Highlights ● Eyemart Express: President and Chief Executive Officer (January 2018 to April 2022) and President (September 2017 to January 2018) ● Walmart: Chief Operating Officer of Global eCommerce (2014 to 2017); Executive Vice President of the Walmart West division (2011 to 2014); Senior Vice President of the Walmart Mountain division (2010 to 2011); and Vice President and General Manager of the Walmart Southwest region (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) |

  6. Biographies

    | ASHLEY BUCHANAN | | | Chief Executive Officer of Kohl’s Corporation I Age 51 | | | Director since 2025 Committees ● Finance | Retail and Consumer-Facing Experience ● Over 25 years of senior retail leadership experience at several prominent retailers, including Michaels, Walmart, and Sam’s Club Additional Select Key Skills and Expertise ● TRANSFORMATION STRATEGY: As CEO of Michaels, transformed the company, leading a successful take private transaction and leveraging technology and e-commerce to achieve record growth and improved financial and operational performance under his leadership ● TECHNOLOGY, E-COMMERCE, OR DIGITAL: Expertise in leading traditional, established retailers through complex digital transformation, including in his role as CEO of Michaels where he expanded the company’s omnichannel approach by significantly growing its digital business and at Walmart where he led the U.S. e-commerce business as Chief Merchandising and Operating Officer ● OPERATIONS MANAGEMENT: Expertise in optimizing merchandise and supply chain operations honed through 15 years in various operational management roles where he led merchandising strategy, private brands, pricing, global sourcing, and supply chain | | | Career Highlights ● Kohl’s: Chief Executive Officer and Director (January 2025 to present) ● The Michaels Companies: President, Chief Executive Officer, and Director (January 2020 to January 2025) ● Walmart: Executive Vice President, Chief Merchandising Officer and Chief Operating Officer – U.S. eCommerce (2019 to 2020); Senior Vice President, Dry Grocery (2016 to 2017); Senior Vice President, Snacks and Beverages (2014 to 2016); and Vice President, Walmart Innovations (2007 to 2014) ● Sam’s Club: Executive Vice President, Chief Merchant (2017 to 2019) ● Dell: Finance Manager (2004 to 2007) ● Accenture: Manager, Retail Practice (1999 to 2004) Additional Public Company Boards (within past 5 years) ● Macy’s, Inc. (October 2021 to November 2024) ● TreeHouse Foods, Inc. (November 2020 to April 2022) ● The Michaels Companies, Inc. (January 2020 to April 2021) |

  7. Biographies

    | Kohl’s Corporation | 2025 Proxy Statement | 21 |

  8. Biographies

    | YAEL COSSET | | | Executive Vice President and Chief Digital Officer of The Kroger Co. I Age 51 | | | Director since 2020 INDEPENDENT Committees ● Audit (Chair) | Retail and Consumer-Facing Experience ● Over 10 years of retail experience with The Kroger Co., one of the world’s largest grocery retailers, including driving digital transformation, e-commerce, and technology strategy to accelerate growth and enhance the customer experience Additional Select Key Skills and Expertise ● TECHNOLOGY, E-COMMERCE, OR DIGITAL: Leads Kroger’s technology function, digital strategy, and eCommerce business unit, using significant technical and commercial data analytics expertise to drive monetization of media and insights ● SENIOR LEADERSHIP: Has held senior executive positions at The Kroger Co. and other companies for over 20 years ● OPERATIONS MANAGEMENT: Served as CEO of an enterprise software company and as an executive business consultant providing insight and direction on market expansion, product launches, and growth strategies for global companies | | | Career Highlights ● 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 |

  9. Biographies

    | CHRISTINE DAY | | | Co-Founder of The House of LR&C I Age 63 | | | Director since 2021 INDEPENDENT Committees ● Audit ● Compensation ● Finance | Retail and Consumer-Facing Experience ● Over 30 years of experience in retail and consumer goods at prominent companies, including over 5 years leading a highly successful strategy as CEO of lululemon and over 20 years in leadership roles at Starbucks Additional Select Key Skills and Expertise ● FORMER PUBLIC COMPANY CEO: Widely recognized for her innovative leadership in executing a successful growth strategy throughout her tenure as CEO of lululemon ● TRANSFORMATION STRATEGY: Under her leadership as CEO of lululemon, sales grew 6x to $1.6B, and the company’s stock, which had been relatively flat since its IPO, increased over 200% ● OPERATIONS MANAGEMENT: Oversaw all lululemon retail operations, throughout North America and on an international basis, as former Executive Vice President, Retail Operations | | | Career Highlights ● The House of LR&C: Co-Founder (December 2020 to present); Director (December 2020 to February 2025); and Executive Chair and Chief Executive Officer (December 2020 to May 2023) ● Performance Kitchen (LUVO): Founder and CEO (2014 to 2020) and Director (2014 to April 2021) ● Lululemon: Chief Executive Officer and Director (2008 to 2014); Executive Vice President, Chief Operating Officer (April 2008 to June 2008); and Executive Vice President, Retail Operations (January 2008 to April 2008) ● Starbucks: President, Asia-Pacific division from 2004 to 2007, following various leadership roles for over 15 years Awards and Recognition ● Recognized by Fortune magazine as one of the Top 50 International Most Powerful Women in Business in 2012 ● First woman to be named CEO of the Year by The Global and Mail in 2011 |

  10. Biographies

    | 22 | Corporate.Kohls.com |

  11. Biographies

    | H. CHARLES FLOYD | | | Former Executive Vice President and Global President of Operations of Hyatt Hotels Corporation I Age 65 | | | Director since 2017 INDEPENDENT Committees ● Compensation | Retail and Consumer-Facing Experience ● Extensive and global experience in dynamic, consumer-driven hospitality industry over 40-year career with Hyatt Hotels Additional Select Key Skills and Expertise ● OPERATIONS MANAGEMENT: As Global President of Operations, oversaw the successful operation of hotels worldwide, ensuring operational efficiency in the roll-out of innovations and unification of global operations ● TRANSFORMATION STRATEGY: Successfully guided the operation of Hyatt’s 1,100 hotels through the global pandemic, taking the company’s stock from a challenged position in early 2020 to all-time highs in 2022 ● MARKETING AND BRAND MANAGEMENT: Acted as a key leader in the creation of seven current Hyatt hotel brands | | | 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); and 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) |

  12. Biographies

    | ROBBIN MITCHELL | | | Senior Advisor at The Boston Consulting Group I Age 60 | | | Director since 2021 INDEPENDENT Committees ● Audit ● Nominating and ESG | Retail and Consumer-Facing Experience ● Over 25 years of retail and e-commerce experience, across multiple categories, honed through her executive roles at a number of prominent retailers and as a consultant on the Fashion and Luxury leadership team at The Boston Consulting Group Additional Select Key Skills and Expertise ● OPERATIONS MANAGEMENT: Led various aspects of operations at three major apparel companies, including four years as Chief Operating Officer of Club Monaco ● MARKETING AND BRAND MANAGEMENT: Strong multi-brand experience spanning the luxury and contemporary fashion segments, including 15 years at Ralph Lauren ● TECHNOLOGY, E-COMMERCE, OR DIGITAL: As Chief Operating Officer of Club Monaco, oversaw all retail operations, including global e-commerce and information technology | | | Career Highlights ● Boston Consulting Group: Senior Advisor (August 2021 to present); and 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) |

  13. Biographies

    | Kohl’s Corporation | 2025 Proxy Statement | 23 |

  14. Biographies

    | JONAS PRISING | | | Chair and Chief Executive Officer of ManpowerGroup I Age 60 | | | Director since 2015 INDEPENDENT Committees ● Compensation (Chair) | Retail and Consumer-Facing Experience ● Ten years of international retail and product development experience, particularly in the household and commercial appliances space, honed through various roles at Electrolux, including as a divisional head of Global Sales and Marketing Additional Select Key Skills and Expertise ● CURRENT PUBLIC COMPANY CEO: Has served as Chief Executive Officer of ManpowerGroup, a global leader in innovative workforce solutions, since 2014 ● HUMAN CAPITAL MANAGEMENT: Leads an organization of approximately 26,700 full-time equivalent employees across more than 2,100 offices that recruits millions of permanent, temporary, and contract workers on a worldwide basis each year ● FINANCE, ACCOUNTING, OR FINANCIAL REPORTING: Oversees finance, accounting, and financial reporting functions as CEO of ManpowerGroup | | | 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); and 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) |

  15. Biographies

    | JOHN E. SCHLIFSKE | | | Former Chair and Chief Executive Officer of The Northwestern Mutual Life Insurance Company I Age 66 | | | Director since 2011 INDEPENDENT Committees ● Finance (Chair) ● Nominating and ESG (Chair) | Retail and Consumer-Facing Experience ● For 14 years, served as CEO of Northwestern Mutual, which ranks #2 in the industry for market share in individual life insurance, leading the company’s evolution from a world-class insurance company into a sophisticated provider of financial planning and wealth management services Additional Select Key Skills and Expertise ● FINANCE, ACCOUNTING, OR FINANCIAL REPORTING: Successfully led an organization subject to complex financial and capital reporting requirements and regulations, honing his deep investment management expertise developed through various roles at Northwestern Mutual ● HUMAN CAPITAL MANAGEMENT AND CULTURE: Led a workforce of more than 22,000 employees and financial professionals ● TECHNOLOGY, E-COMMERCE, OR DIGITAL: Led Northwestern Mutual’s transformation from a traditional life insurance company to a digital business | | | Career Highlights ● The Northwestern Mutual Life Insurance Company: Chair of the Board of Trustees (2010 to January 2025); Chief Executive Officer (2010 to 2024); and held 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 |

  16. Biographies

    | 24 | Corporate.Kohls.com |

  17. Biographies

    | ADOLFO VILLAGOMEZ | | | Former Chief Executive Officer of Progress Residential I Age 51 | | | Director since 2023 INDEPENDENT Committees ● Audit | Retail and Consumer-Facing Experience ● Eight years of marketing, digital, and merchandising leadership at The Home Depot, where he scaled the company’s retail media network and oversaw marketing and branding activities to strengthen brand positioning and accelerate e-commerce growth Additional Select Key Skills and Expertise ● TRANSFORMATION STRATEGY: As CEO of Progress Residential, led a successful transformation to achieve a short-term turnaround while driving a longer-term strategy to enhance the customer experience and harness profitable growth ● TECHNOLOGY, E-COMMERCE, OR DIGITAL: Led the reorganization and modernization of Progress Residential’s digital and information systems to deliver on top priorities, having previously led Home Depot’s end-to-end online business, driving over $20 billion in annual revenue and double-digit sales growth ● MARKETING AND BRAND MANAGEMENT: Developed extensive marketing expertise as Chief Marketing Officer for U.S. Retail, building on a foundation of successive merchandising strategy and operational leadership roles at The Home Depot | | | Career Highlights ● 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); and 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 |

  18. Zero Tolerance Policy

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

  19. Zero Tolerance Policy

    | | Fees Earned or Paid in Cash | Equity Awards (1) | Total | | Director | ($) | ($) | ($) | | Wendy Arlin | 125,000 | 145,005 | 270,005 | | Michael J. Bender | 125,000 | 344,999 | 469,999 | | Peter Boneparth (2) | 35,027 | — | 35,027 | | Yael Cosset | 125,000 | 175,001 | 300,001 | | Christine Day | 125,000 | 145,005 | 270,005 | | H. Charles Floyd | 125,000 | 145,005 | 270,005 | | Margaret Jenkins (3) | 35,027 | — | 35,027 | | Robbin Mitchell | 125,000 | 145,005 | 270,005 | | Jonas Prising | 125,000 | 169,998 | 294,998 | | John E. Schlifske | 125,000 | 180,005 | 305,005 | | Adrianne Shapira | 125,000 | 145,005 | 270,005 | | Adolfo Villagomez | 125,000 | 145,005 | 270,005 |

  20. PAY FOR PERFORMANCE

    PAY FOR PERFORMANCE The Committee has consistently upheld a rigorous pay-for-performance philosophy, ensuring that incentive compensation goals are intentionally challenging to achieve. This approach reinforces accountability—failure to meet established performance goals results in meaningful consequences, while success is appropriately rewarded. For example, in Fiscal 2024, the Company did not meet the performance goals established under the Annual Incentive Plan (AIP) or the Long-Term Incentive Plan (LTIP). As a result, our Named Executive Officers did not receive an annual cash incentive for Fiscal 2024, nor did the Named Executive Officers who participated in the 2022-2024 LTIP earn performance-based equity awards under the 2022-2024 LTIP. Fiscal 2024 marks the third time in six years that no payment has been achieved under the AIP and the second time in six years that no Performance Share Units (PSUs) were earned under the LTIP, underscoring the rigor of performance goals and the Company’s commitment to a pay-for-performance philosophy.

  21. CEO transition

    | ● | an annual bonus opportunity under our AIP with a Target of 175% of his base salary, with eligibility for participation in the AIP beginning in Fiscal 2025; |

  22. CEO transition

    | ● | a one-time recruitment award of Restricted Stock Units (RSUs) valued at $2,000,000, vesting on January 15, 2026, the first anniversary of the grant date; |

  23. CEO transition

    | ● | an additional one-time recruitment award of RSUs valued at $15,000,000, vesting evenly over three years on the first, second, and third anniversaries of the grant date; |

  24. CEO transition

    | ● | an annual long-term equity incentive award target of at least $9,000,000, with eligibility for annual equity awards beginning in the Spring of 2025; and |

  25. CEO transition

    | ● | Per the terms of his previously disclosed Employment Agreement, Mr. Thomas A. Kingsbury, our former Chief Executive Officer, will serve as an Advisor to the Chief Executive Officer and a Director from January 15, 2025 to May 10, 2025. Mr. Kingsbury is not eligible to receive any compensation or benefits other than those to which he was already entitled under his existing Employment Agreement. |

  26. KEY COMPENSATION COMPONENTS AND SUMMARY OF INCENTIVE COMPENSATION PAID

    | | | 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 2024, 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 may still be earned if the Company outperforms the Performance Index in Net Sales and/or Net Income | | AT RISK / VARIABLE | | | | | | | Long-Term | LONG-TERM EQUITY INCENTIVE (1) Combination of: ● Performance Share Units (PSUs) with a three-year performance period; and ● Restricted Stock Units (RSUs) that vest over four years | ● 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 Fiscal 2024-2026, Performance Share Units are measured over a three-year performance period, with three-year cumulative performance goals of Net Sales (50%) and Operating Margin (50%) ● Even if Threshold performance for Net Sales or Operating Margin is not met, a Threshold award may still be earned if the Company outperforms the Performance Index in Net Sales and/or Net Income ● The final payout will be modified +/- 25% if the Company’s TSR is above the 75th percentile or below the 25th percentile of a broad group of retailers in the TSR Modifier Group | | ▼ | | | | |

  27. KEY COMPENSATION COMPONENTS AND SUMMARY OF INCENTIVE COMPENSATION PAID

    | (1) For all of our Fiscal 2024 NEOs other than Fred Hand, long-term equity incentive awards are comprised of 65% PSUs and 35% RSUs. In Fiscal 2024, Fred Hand’s long-term equity incentive award was comprised of 60% PSUs and 40% RSUs. Mr. Buchanan did not receive a long-term equity incentive award under the 2024-2026 LTIP, given that he joined Kohl’s on January 15, 2025. |

  28. KEY COMPENSATION COMPONENTS AND SUMMARY OF INCENTIVE COMPENSATION PAID

    | ● | No annual cash incentives were earned by the Named Executive Officers because the Company did not achieve our Fiscal 2024 financial performance goals; and |

  29. KEY COMPENSATION COMPONENTS AND SUMMARY OF INCENTIVE COMPENSATION PAID

    | ● | Performance-based awards granted to Jill Timm and Siobhán Mc Feeney pursuant to the 2022-2024 LTIP were forfeited in their entirety, based on performance not reaching Threshold level. Our other Named Executive Officers were not eligible to participate in the 2022-2024 LTIP awards, as they were not employed by Kohl’s at the time said awards were granted. |

  30. Executive Compensation Philosophy and Objectives

    The Committee reviews total compensation for executives and the relative levels of each compensation component against these objectives. We expect that our executives will, in aggregate, be paid fairly compared to the compensation peer group approved by the Committee 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 individual and 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 2024 executive compensation program is provided in the section captioned “Fiscal 2024 Compensation Program and Committee Actions” below.

  31. Compensation Committee

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

  32. Compensation Committee

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

  33. 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 participated in Committee meetings as invited by the Committee Chair. In Fiscal 2024, 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.

  34. Tally Sheets

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

  35. Tally Sheets

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

  36. Tally Sheets

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

  37. 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. 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, succession planning, and geographic location. At its meetings in both November 2023 and November 2024, the Committee reviewed detailed benchmarking reports for each of the executive officers covering:

  38. Benchmarking Analyses

    | ● | base salaries; |

  39. Benchmarking Analyses

    | ● | target annual cash incentives; |

  40. Benchmarking Analyses

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

  41. Benchmarking Analyses

    | ● | total target compensation. |

  42. Benchmarking Analyses

    In making executive compensation decisions for Fiscal 2024, the Committee considered multiple factors, including the benchmarking analyses, tally sheets reviewed in November 2023, 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.

  43. Compensation Benchmarking Peer Group

    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:

  44. Compensation Benchmarking Peer Group

    | ● | alignment with Kohl’s segment of the retail industry; |

  45. Compensation Benchmarking Peer Group

    | ● | similarity in size, including revenues, total assets, and market capitalization; |

  46. Compensation Benchmarking Peer Group

    | ● | complexity and scope of operations; |

  47. Compensation Benchmarking Peer Group

    | ● | business model comparability; |

  48. Compensation Benchmarking Peer Group

    | ● | competition with Kohl’s with respect to profits and talent; and |

  49. Compensation Benchmarking Peer Group

    | ● | other industry-specific factors, such as growth trajectory and strategic priorities. |

  50. Compensation Benchmarking Peer Group

    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. The only modification the Committee has made to the peer group since its inception was the removal of Bed, Bath & Beyond, Inc., following its bankruptcy, during the Committee’s review in August 2023. In August 2024, the Committee reaffirmed that the below peer group remains appropriate as the Compensation Benchmarking Peer Group.

  51. Compensation Benchmarking Peer Group

    | | Customer Segment | | | Product Segment | | | | | | Company | High-End | Mid-Tier | Off-Price | Active/Shoes | Apparel | Home | Beauty | Multiline | | Best Buy Co., Inc. | | | | | | | | | | Burlington Stores, Inc. | | | | | | | | | | Dick’s Sporting Goods, Inc. | | | | | | | | | | Dollar Tree, Inc. | | | | | | | | | | Foot Locker, Inc. | | | | | | | | | | Gap, Inc. | | | | | | | | | | Macy’s, Inc. | | | | | | | | | | Nordstrom, Inc. | | | | | | | | | | Ross Stores, Inc. | | | | | | | | | | The TJX Companies, Inc. | | | | | | | | | | Ulta Beauty, Inc. | | | | | | | | |

  52. Compensation Benchmarking Peer Group

    | 60 | Corporate.Kohls.com |

  53. Compensation Benchmarking Peer Group

    | | Market Capitalization (1) | Revenue (1) | | | Company | ($ Billions) | ($ Billions) | | | The TJX Companies, Inc. | 128.6 | 54.9 | | | Best Buy Co., Inc. | 18.4 | 42.8 | | | Dollar Tree, Inc. | 22.3 | 30.9 | | | Macy’s, Inc. | 4.7 | 23.7 | | | Ross Stores, Inc. | 49.4 | 20.7 | | | | 2.4 | 18.1 | ◀ Kohl’s Corporation | | Gap, Inc. | 8.6 | 15.0 | | | Nordstrom, Inc. | 3.7 | 14.8 | | | Dick’s Sporting Goods, Inc. | 17.6 | 13.2 | | | Ulta Beauty, Inc. | 18.9 | 11.3 | | | Burlington Stores, Inc. | 15.5 | 9.9 | | | Foot Locker, Inc. | 2.3 | 8.1 | |

  54. Compensation Benchmarking Peer Group

    | (1) All market capitalization and revenue data are rounded. Revenues are trailing twelve months and market capitalization is as of July 15, 2024. |

  55. Compensation Benchmarking Peer Group

    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.

  56. Fiscal 2024 Compensation Program and Committee Actions

    | ● | annual cash incentive compensation; |

  57. Fiscal 2024 Compensation Program and Committee Actions

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

  58. BASE SALARY

    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. Buchanan's salary upon his appointment as 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. The Committee made the following salary decisions for Fiscal 2024:

  59. ANNUAL CASH INCENTIVE

    ANNUAL CASH INCENTIVE Our Annual Incentive Plan is designed to:

  60. ANNUAL CASH INCENTIVE

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

  61. ANNUAL CASH INCENTIVE

    | ● | provide competitive, performance-based incentives to drive company-wide success; |

  62. ANNUAL CASH INCENTIVE

    | ● | recognize individual contributions; and |

  63. ANNUAL CASH INCENTIVE

    | ● | foster teamwork and collaboration. |

  64. ANNUAL CASH INCENTIVE

    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. Historically, the Committee has based incentive payout opportunities on objective performance goals tied to the Company’s absolute results. Additionally, a Threshold payment may be earned if Kohl’s Net Sales and/or Net Income surpass a weighted Performance Index, which for 2024 was determined using the results of eight retailers, as listed below, selected for their alignment with Kohl’s customer and product categories.

  65. ANNUAL CASH INCENTIVE

    | ● Macy’s Inc. | ● Nordstrom, Inc. | | ● Gap, Inc. | ● Ross Stores, Inc. | | ● The TJX Companies, Inc. | ● Dick’s Sporting Goods, Inc. | | ● Foot Locker, Inc. | ● Ulta Beauty, Inc. |

  66. ANNUAL CASH INCENTIVE

    | 62 | Corporate.Kohls.com |

  67. Performance Measures, Goals, and Target Cash Incentives

    Performance Measures, Goals, and Target Cash Incentives For Fiscal 2024, the Committee established Merchandise Sales (60%) and Operating Margin (40%) as the performance measures for the Annual Incentive Plan, ensuring continued focus on profitability and revenue generation. These performance goals were determined in early 2024, following the Committee’s standard processes. 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. As previously disclosed, the percentages set for the Named Executive Officers for Fiscal 2024 were:

  68. Performance Measures, Goals, and Target Cash Incentives

    | | Threshold | Target | Maximum | | Named Executive Officer (1) | (25%) | (100%) | (200%) | | Thomas A. Kingsbury | 43.75% | 175% | 350% | | Nick Jones | 35% | 140% | 280% | | Jill Timm | 32.5% | 130% | 260% | | Fred Hand | 32.5% | 130% | 260% | | Siobhán Mc Feeney | 27.5% | 110% | 220% |

  69. Performance Measures, Goals, and Target Cash Incentives

    | (1) As previously disclosed, our current Chief Executive Officer, Ashley Buchanan, did not begin participation in the AIP until Fiscal 2025. |

  70. Cash Incentives Earned in Fiscal 2024

    Cash Incentives Earned in Fiscal 2024 Consistent with its pay for performance model, in February 2025, the Committee reviewed the Company’s Fiscal 2024 performance, including against the Performance Index, and determined that no annual cash incentives were earned under the 2024 Annual Incentive Plan.

  71. Cash Incentives Earned in Fiscal 2024

    | Performance Measure | Weight | Result | Weighted Payout % | | Merchandise Sales | 60% | 15.305B | —% | | Operating Margin | 40% | 3.1%(1) | —% | | Overall Achievement | | | —% |

  72. Cash Incentives Earned in Fiscal 2024

    | (1) Adjusted to exclude one-time charges related to certain real estate and workforce rationalization actions, as disclosed in the Company’s financial statements included in the Annual Report on Form 10-K for the fiscal year ended February 1, 2025. |

  73. Cash Incentives Earned in Fiscal 2024

    | Kohl’s Corporation | 2025 Proxy Statement | 63 |

  74. LONG-TERM EQUITY INCENTIVE awards

    LONG-TERM EQUITY INCENTIVE awards Long-term equity incentive awards, previously granted under our 2017 Long-Term Compensation Plan and now 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 Performance Stock Units (“PSUs”) and Restricted Stock Units (“RSUs”) to balance performance-based and time-based incentives.

  75. LONG-TERM EQUITY INCENTIVE awards

    | ● | PSUs constitute the majority of long-term equity incentive awards, aligning executive compensation with financial performance goals. These awards are also subject to a Total Shareholder Return (TSR) Modifier, which can adjust the number of shares that vest based on Kohl’s relative TSR over the performance period. |

  76. LONG-TERM EQUITY INCENTIVE awards

    | ● | RSUs vest over a defined period, serving as a retention tool while strengthening the alignment between executive and shareholder interests. |

  77. LONG-TERM EQUITY INCENTIVE awards

    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).

  78. Annual LTIP Awards – Awards Granted in 2024

    Annual LTIP Awards – Awards Granted in 2024 In early 2024, the Committee reaffirmed its methodology for setting performance goals under the LTIP but adjusted the performance measures and their respective weighting to better align with the Company's strategic priorities.

  79. Annual LTIP Awards – Awards Granted in 2024

    | ● | Operating Cash Flow was eliminated as a performance measure, with Net Sales and Operating Margin each weighted at 50% for the performance-based portion of the LTIP. |

  80. Annual LTIP Awards – Awards Granted in 2024

    | ● | The LTIP award mix for certain executive officers was also adjusted, shifting from 60% performance-based awards and 40% time-based awards in previous years to 65% performance-based awards and 35% time-based awards for the 2024 LTIP. This adjustment to the award mix applied to all Named Executive Officers except Fred Hand, whose time-based awards were intended to increase his fixed compensation upon assuming additional responsibilities in 2024, and Ashley Buchanan, who did not participate in the 2024-2026 LTIP given the date on which he joined the Company. |

  81. Annual LTIP Awards – Awards Granted in 2024

    For the 2024 annual LTIP grant, the Committee approved awards with the following dollar-denominated values, assuming achievement of Target performance for the PSU portion:

  82. Annual LTIP Awards – Awards Granted in 2024

    | | Grant Date Target Dollar Value of | | | Annual 2024 LTIP Awards (1) (2) | | Named Executive Officer | ($) | | Thomas A. Kingsbury | 9,099,987 | | Jill Timm | 2,300,000 | | Fred Hand | 1,999,999 | | Nick Jones | 2,300,000 | | Siobhán Mc Feeney | 1,499,987 |

  83. Annual LTIP Awards – Awards Granted in 2024

    | (1) The ultimate value of these awards is dependent upon Kohl’s actual performance for the 2024-2026 performance period (PSUs) and the market value of Kohl’s stock at the time of vesting (PSUs and RSUs). |

  84. Annual LTIP Awards – Awards Granted in 2024

    | (2) The above figures are rounded to the nearest dollar. |

  85. Annual LTIP Awards – Awards Granted in 2024

    | 64 | Corporate.Kohls.com |

  86. Annual LTIP Awards – Awards Granted in 2024

    In addition to Net Sales and Operating Margin performance goals, the 2024-2026 PSU awards include two potential modifiers:

  87. Annual LTIP Awards – Awards Granted in 2024

    | ● | 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 over the three-year performance period exceeds the weighted average results of the Performance Index Group (as detailed on page 62) over the same period. |

  88. Annual LTIP Awards – Awards Granted in 2024

    | ● | 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: |

  89. Annual LTIP Awards – Awards Granted in 2024

    ●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. For 2024, the group remains unchanged from 2023, except for the removal of Bed, Bath & Beyond, Inc. and Chico’s FAS, Inc.

  90. Annual LTIP Awards – Awards Granted in 2024

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

  91. Annual LTIP Awards – Awards Granted in 2024

    These modifiers further align long-term equity incentive awards with both absolute financial performance and relative shareholder returns.

  92. Annual LTIP Awards – Awards Granted in 2024

    | Kohl’s Corporation | 2025 Proxy Statement | 65 |

  93. Awards Based on 2022-2024 Performance

    Awards Based on 2022-2024 Performance In March 2022, the Committee granted long-term performance-based equity awards, with payouts to be based on three-year cumulative Net Sales (50%), Operating Margin (25%), and Operating Cash Flow (25%). In addition to these objective performance goals, final 2022-2024 PSU awards were subject to the Performance Index Modifier and the TSR Modifier, as described above with respect to the 2024-2026 LTIP. Given leadership changes, the only current Named Executive Officers who participated in the 2022-2024 LTIP were Jill Timm and Siobhán Mc Feeney. The other Named Executive Officers were not eligible to participate in the 2022-2024 LTIP, as they were not employed by the Company at the time said awards were granted. In early 2025, the Compensation Committee calculated, then certified, the 2022-2024 cumulative Net Sales, Operating Margin, and Operating Cash Flow performance as follows:

  94. Awards Based on 2022-2024 Performance

    | Goal | Weight | Result | Weighted Payout (%) | | Cumulative Net Sales | 50% | 49.132B | — | | Cumulative Operating Margin | 25% | 2.9%(1) | — | | Cumulative Operating Cash Flow | 25% | 2.109B(2) | — | | Overall Achievement | | | — |

  95. Awards Based on 2022-2024 Performance

    Since three-year cumulative Net Sales, Operating Margin, and Operating Cash Flow fell below Threshold performance during the 2022-2024 performance period, and because the Company’s Net Sales and/or Net Income over the three-year performance period did not exceed the weighted average results of the Performance Index Group, no PSUs were earned under the 2022-2024 LTIP. As previously noted, the 2022-2024 LTIP awards were subject to a TSR Modifier. The TSR Modifier had no impact on the final award outcome, given that no PSUs were earned.

  96. Awards Based on 2022-2024 Performance

    | | | Number of PSUs Actually | | | Number of PSUs at Target for | Earned for 2022-2024 | | | 2022-2024 Performance Period (1) | Performance Period | | Named Executive Officer | (#) | (#) | | Jill Timm | 16,599.9 | — | | Siobhán Mc Feeney | 6,425.6 | — |

  97. Awards Based on 2022-2024 Performance

    | (1) Reflects the number of PSUs, at Target, including the PSUs originally granted on March 28, 2022, plus dividend equivalents. |

  98. 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. These awards may be issued upon hiring, promotion, or assumption of additional responsibilities to attract top talent, recognize exceptional performance, acknowledge expanded roles, or support retention. The following one-time equity awards were granted in Fiscal 2024 in connection with Mr. Buchanan’s appointment as Chief Executive Officer:

  99. Other Long-Term Equity Awards

    | ● | On January 15, 2025, Mr. Buchanan received a one-time award of RSUs with a grant date fair value of $2,000,000. These RSUs will vest in full on the first anniversary of the grant date, contingent on his continued employment with Kohl’s on the vesting date. The number of RSUs awarded was determined based on the closing share price on the grant date. |

  100. Other Long-Term Equity Awards

    | ● | Mr. Buchanan received an additional one-time award of RSUs on January 15, 2025, with a grant date fair value of $15,000,000. These RSUs will vest in three equal installments, with 1/3 vesting on each annual anniversary of the grant date over a three-year period, contingent on his continued employment with Kohl’s on each vesting date. The number of RSUs awarded was determined based on the closing share price on the grant date. |

  101. Other Long-Term Equity Awards

    These one-time recruitment awards were granted as part of the overall package to incentivize Mr. Buchanan to accept the CEO role. In determining the size of the awards, the Committee recognized that if Mr. Buchanan accepted the offer, he would forfeit a number of cash and equity incentive awards at his previous employer, and he would suffer a potential investment opportunity loss related to invested equity with his former employer.

  102. Other Long-Term Equity Awards

    | Kohl’s Corporation | 2025 Proxy Statement | 67 |

  103. Practices and Policies Related to the Grant of Certain Equity Awards

    Practices and Policies 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 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 Compensation 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 our Compensation 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 Compensation 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 February 1, 2025, 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 2024, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  104. Practices and Policies Related to the Grant of Certain Equity Awards

    | 70 | Corporate.Kohls.com |

  105. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below summarizes information concerning compensation for Fiscal 2024 of those persons who were at February 1, 2025:

  106. SUMMARY COMPENSATION TABLE

    | ● | our Chief Executive Officer; |

  107. SUMMARY COMPENSATION TABLE

    | ● | our Chief Financial Officer; |

  108. SUMMARY COMPENSATION TABLE

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

  109. SUMMARY COMPENSATION TABLE

    | ● | our former Chief Executive Officer. |

  110. 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 | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Ashley Buchanan (6) | 2024 | 67,045 | 3,750,000 | 17,000,000 | — | — | 90,691 | 20,907,736 | | Chief Executive Officer | | | | | | | | | | Jill Timm (7) | 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 | | Chief Financial Officer | 2022 | 878,333 | — | 1,550,040 | — | — | 91,255 | 2,519,628 | | Fred Hand | 2024 | 895,833 | — | 1,999,999 | — | — | 125,012 | 3,020,844 | | Senior Executive Vice | 2023 | 309,896 | 525,000 | 2,924,994 | 293,140 | — | 36,389 | 4,089,419 | | President, Director of Stores | | | | | | | | | | Nick Jones (8) (9) | 2024 | 900,000 | — | 2,300,000 | — | — | 235,074 | 3,435,074 | | Chief Merchandising | 2023 | 781,251 | 1,380,000 | 1,999,987 | 448,560 | — | 456,263 | 5,066,061 | | Officer | | | | | | | | | | Siobhán Mc Feeney | 2024 | 745,833 | — | 1,499,987 | — | — | 85,000 | 2,330,820 | | Chief Technology | 2023 | 712,500 | — | 2,099,996 | 682,660 | — | 85,113 | 3,580,269 | | and Digital Officer | 2022 | 581,250 | — | 3,099,970 | — | — | 79,660 | 3,760,880 | | Thomas A. Kingsbury (10) | 2024 | 1,475,000 | — | 9,099,987 | — | — | 461,813 | 11,036,800 | | Former Chief | 2023 | 1,475,000 | — | 4,699,989 | 2,209,550 | — | 578,350 | 8,962,889 | | Executive Officer | 2022 | 240,246 | — | 3,775,000 | — | — | 412,619 | 4,427,865 |

  111. SUMMARY COMPENSATION TABLE

    | (1) The amounts shown represent the aggregate grant date fair value for awards granted in 2024, 2023, and 2022 computed in accordance with FASB ASC Topic 718. For additional details, see Note 6 to our Fiscal 2024 audited financial statements included in our Annual Report on Form 10-K for the year ended February 1, 2025, filed with the Securities and Exchange Commission on March 20, 2025. |

  112. SUMMARY COMPENSATION TABLE

    | (2) Includes the aggregate grant date fair value of Performance Share Units (PSUs) that could be earned pursuant to the 2024-2026 LTIP awards, based on the probable outcome of the performance goals as of the grant date. Actual payments for the 2024-2026 LTIP will be based on our financial performance in fiscal years 2024-2026 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) is set forth below. |

  113. SUMMARY COMPENSATION TABLE

    | | Amount Reported | Other Possible Amounts | | | | Target | Threshold | Maximum | | Named Executive Officer | ($) | ($) | ($) | | Ashley Buchanan | — | — | — | | Jill Timm | 1,495,008 | 560,628 | 3,737,519 | | Fred Hand | 1,200,012 | 450,004 | 3,000,029 | | Nick Jones | 1,495,008 | 560,628 | 3,737,519 | | Siobhán Mc Feeney | 974,995 | 365,623 | 2,437,487 | | Thomas A. Kingsbury | 5,914,999 | 2,218,125 | 14,787,498 |

  114. 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 9 below). These incentive payments are awarded in recognition of performance in the specified fiscal year but disbursed in the following fiscal year. |

  115. SUMMARY COMPENSATION TABLE

    | 72 | Corporate.Kohls.com |

  116. 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. |

  117. SUMMARY COMPENSATION TABLE

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

  118. SUMMARY COMPENSATION TABLE

    | | Our | Payments Made | | | | | | | | | | | | | Contribution | by Us for Term | | | | | | | | | | | | | to Executive | Life, Long-Term | Our | Our | | | | Utilization | | | | | | | Officer’s | Disability, and | Reimbursement | Reimbursement | | | | of | | Tax | | | | | Defined | Accidental Death | of Personal | of Personal | | Relocation | | Company | Post- | Reimbursements | | | | | Contribution | and | Financial | Tax | Automobile | and Travel | Supplemental | Owned or | Employment | (Gross-Ups) | | | | | Plan | Dismemberment | Advisory | Advisory | Expense | Expense | Health Care | Chartered | Contractual | on Eligible | | | | | Accounts | Insurance | Expenses | Expenses | Allowance | Reimbursement | Coverage (a) | Aircraft (b) | Benefits | Expenses (c) | Other (d) | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Ashley Buchanan | — | 675 | — | | 1,800 | 429 | 50,000 | 15,742 | — | 10,232 | 11,813 | 90,691 | | Jill Timm | 17,250 | 18,783 | — | 670 | 18,000 | — | 50,000 | — | — | — | — | 104,703 | | Fred Hand (e) | 16,875 | 12,421 | 20,000 (f) | | 18,000 | — | 25,000 | 32,716 | — | — | — | 125,012 | | Nick Jones | — | 12,421 | — | 13,303 | 24,067 (g) | 85,768 | 50,000 | — | — | 49,515 | — | 235,074 | | Siobhán Mc Feeney | 17,250 | 24,750 | — | | 18,000 | — | 25,000 | — | — | — | — | 85,000 | | Thomas A. Kingsbury | 17,250 | 11,971 | — | 58,613 | 21,600 | — | 50,000 | 302,379 | — | — | — | 461,813 |

  119. SUMMARY COMPENSATION TABLE

    | (a) 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. |

  120. SUMMARY COMPENSATION TABLE

    | (b) For increased safety and efficiency, our current and former Chief Executive Officer are permitted to use the company owned or charted aircraft for business purposes and personal travel. For Fiscal 2024, the value of the personal use of company aircraft benefit for Ashley Buchanan, our current CEO, was limited to a maximum of $180,000 in aggregate incremental cost per year or 30 hours per year. For Fiscal 2024, the value of the personal use of company aircraft benefit for Thomas A. Kingsbury, our former CEO, was limited to a maximum of $300,000 in aggregate incremental cost per year. Amounts shown represent the incremental cost of personal use of Kohl’s-owned or chartered aircraft, and are based on either actual charter expense or, with respect to Kohl’s-owned aircraft utilization, the direct cost of use per hour, which includes fuel, maintenance, engine restoration cost reserves, crew travel expenses, landing and parking fees, and supplies. For amounts in excess of the value of the personal use of company aircraft benefit, Mr. Kingsbury has entered into an Aircraft Time Sharing Agreement with the Company that allows him to reimburse us for the cost of his personal use of the corporate aircraft based on the cost of each flight to the Company. The cost is calculated based on the actual expenses incurred for each flight permitted to be charged under Federal Aviation Regulation 14 C.F.R. § 91.501(d), in no event to exceed the maximum allowed under Federal Aviation Regulations. While Mr. Kingsbury’s use of the company owned or chartered aircraft exceeded $300,000 in Fiscal 2024, the Compensation Committee determined that reimbursement was not required given the nominal amount of the overage, which totaled $2,379. 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. |

  121. SUMMARY COMPENSATION TABLE

    | (c) In accordance with Mr. Buchanan’s offer letter, the Company reimbursed Mr. Buchanan for certain relocation expenses and legal fees associated with the review and finalization of his employment terms. For Mr. Buchanan, the amount set forth in this column represents a tax reimbursement on eligible relocation expenses, in accordance with Kohl’s Exempt Relocation Policy, and the aforementioned legal fees. As part of Mr. Jones’ relocation and in accordance with his previously disclosed offer letter, the Company reimbursed Mr. Jones for certain relocation and related travel expenses. In accordance with his offer letter and Kohl’s International Relocation Policy, a tax reimbursement, or gross-up, was provided to cover associated tax liabilities. |

  122. SUMMARY COMPENSATION TABLE

    | (d) In accordance with his offer letter, this amount represents the Company’s reimbursement of legal fees associated with the review and finalization of Mr. Buchanan’s employment terms. |

  123. SUMMARY COMPENSATION TABLE

    | (e) During the Company’s review of executive business travel for Fiscal 2024, it was determined that certain uses of the company aircraft by Mr. Hand—though authorized by the CEO as business travel—were later determined to be personal in nature. These instances arose in situations where the distinction between business and personal use was not immediately apparent to the executives, leading to an inadvertent exception. Accordingly, the Company has included the incremental cost of $32,716 associated with these unintentional incidents in Mr. Hand’s total compensation for Fiscal 2024, as reported in the Summary Compensation Table. This amount was determined based on the direct cost of use per hour, which includes fuel, maintenance, engine restoration cost reserves, crew travel expenses, landing and parking fees, and supplies. |

  124. SUMMARY COMPENSATION TABLE

    | (f) Although Mr. Hand is eligible to receive $10,000 per annum in personal financial and tax advisory services, this amount includes services rendered for both Fiscal 2023 and Fiscal 2024, which were reimbursed in Fiscal 2024. Mr. Hand did not receive any reimbursement for financial and tax advisory services in Fiscal 2023. |

  125. SUMMARY COMPENSATION TABLE

    | (g) As noted in the section captioned “Perquisites,” Mr. Jones is eligible to receive an annual automobile expense reimbursement allowance of up to $18,000 or he may choose a company-leased automobile. 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 2024. |

  126. SUMMARY COMPENSATION TABLE

    | (6) Mr. Buchanan joined Kohl's on January 15, 2025. Pursuant to his initial offer letter, he received a signing incentive of $3,750,000, a one-time Restricted Stock Unit (RSU) award with a grant date fair value of $2,000,000, and a separate one-time RSU award with a grant date fair value of $15,000,000. These one-time recruitment awards were granted as part of the overall package to incentivize Mr. Buchanan to accept the CEO role. In determining the size of the awards, the Committee recognized that Mr. Buchanan would incur a loss with respect to cash and equity incentive awards from his former employer that he would forfeit as a result of accepting the offer, as well as a potential investment opportunity loss with respect to invested equity at his previous employer. |

  127. 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. |

  128. SUMMARY COMPENSATION TABLE

    | Kohl’s Corporation | 2025 Proxy Statement | 73 |

  129. SUMMARY COMPENSATION TABLE

    | (8) The All Other Compensation value reported for Nick Jones in the Fiscal 2023 Summary Compensation Table contained an immaterial error due to an administrative miscalculation. The corrected amount, reflecting a total increase of $3,665, is reflected in the Summary Compensation Table and the Pay versus Performance analysis with respect to Fiscal 2023, as set forth in this Proxy Statement. This adjustment does not impact the actual payments received by the executive. |

  130. SUMMARY COMPENSATION TABLE

    | (9) 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. |

  131. SUMMARY COMPENSATION TABLE

    | (10) Mr. Kingsbury transitioned to the position of Advisor to the Chief Executive Officer on January 15, 2025 and will serve in this position until May 10, 2025, in accordance with the terms of his Employment Agreement dated May 10, 2023. |

  132. SUMMARY COMPENSATION TABLE

    | 74 | Corporate.Kohls.com |

  133. GRANTS OF PLAN-BASED AWARDS IN 2024

    GRANTS OF PLAN-BASED AWARDS IN 2024 In Fiscal 2024, we were authorized to issue equity awards initially under our 2017 Long-Term Compensation Plan, and following shareholder approval of our 2024 Long-Term Compensation Plan at the 2024 Annual Meeting held on May 15, 2024, 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 2017 Long-Term Compensation Plan were in the form of Stock Options, Stock Appreciation Rights, Common Stock including Restricted Stock, Restricted Stock Units, Performance Share Units, and Performance Shares. Awards 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.

  134. GRANTS OF PLAN-BASED AWARDS IN 2024

    | | | | | | | | | 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 | ($) | ($) | ($) | ($) | ($) | ($) | (#) | (#) | ($/Sh) | ($) | | Ashley Buchanan (5) | | — | — | — | — | — | — | — | — | — | — | | | 1/15/2025 | — | — | — | — | — | — | 1,170,047 | — | — | 15,000,003 | | | 1/15/2025 | — | — | — | — | — | — | 156,006 | — | — | 1,999,997 | | Jill Timm | | 308,750 | 1,235,000 | 2,470,000 | — | — | — | — | — | — | — | | | 3/25/2024 | — | — | — | 19,147 | 51,059 | 127,648 | — | — | — | 1,495,008 | | | 3/25/2024 | — | — | — | — | — | — | 30,400 | — | — | 804,992 | | Fred Hand | | 292,500 | 1,170,000 | 2,340,000 | — | — | — | — | — | — | — | | | 3/25/2024 | — | — | — | 15,369 | 40,984 | 102,460 | — | — | — | 1,200,012 | | | 3/25/2024 | — | — | — | — | — | — | 30,211 | — | — | 799,987 | | Nick Jones | | 315,000 | 1,260,000 | 2,520,000 | — | — | — | — | — | — | — | | | 3/25/2024 | — | — | — | 19,147 | 51,059 | 127,648 | — | — | — | 1,495,008 | | | 3/25/2024 | — | — | — | — | — | — | 30,400 | — | — | 804,992 | | Siobhán Mc Feeney | | 206,250 | 825,000 | 1,650,000 | — | — | — | — | — | — | — | | | 3/25/2024 | — | — | — | 12,487 | 33,299 | 83,248 | — | — | — | 974,995 | | | 3/25/2024 | — | — | — | — | — | — | 19,826 | — | — | 524,992 | | Thomas A. Kingsbury | | 645,313 | 2,581,250 | 5,162,500 | — | — | — | — | — | — | — | | | 3/25/2024 | — | — | — | 75,756 | 202,015 | 505,038 | — | — | — | 5,914,999 | | | 3/25/2024 | — | — | — | — | — | — | 120,279 | — | — | 3,184,988 |

  135. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (1) Shown are the Threshold, Target, and Maximum payouts for which each executive was eligible under our Annual Incentive Plan with respect to Fiscal 2024 performance. Further detail regarding actual 2024 awards can be found in the Compensation Discussion and Analysis under “Annual Cash Incentive.” |

  136. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (2) Represents range of Performance Share Units (PSUs) that could be earned pursuant to the 2024-2026 LTIP awards. The actual number of PSUs earned (a) is dependent upon Kohl’s cumulative Net Sales and Operating Margin performance during the three-year performance period; (b) ranges from 0% to 200% of the Target award amount; and (c) is 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.” See the Compensation Discussion and Analysis for a more detailed description of the performance measures. |

  137. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (3) Represents Restricted Stock Units awarded under our 2017 Long-Term Compensation Plan and 2024 Long-Term Compensation Plan. |

  138. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (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 2024 audited financial statements included in our Annual Report on Form 10-K for the year ended February 1, 2025, filed with the Securities and Exchange Commission on March 20, 2025. |

  139. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (5) Mr. Buchanan joined Kohl's on January 15, 2025. Mr. Buchanan was not eligible to participate in the 2024 Annual Incentive Plan. Pursuant to his initial offer letter, he received a one-time RSU award with a grant date fair value of $2,000,000 and a separate one-time RSU award with a grant date fair value of $15,000,000. These one-time recruitment awards were granted as part of the overall package to incentivize Mr. Buchanan to accept the CEO role. In determining the size of the awards, the Committee recognized that Mr. Buchanan would incur a loss with respect to cash and equity incentive awards from his former employer that he would forfeit as a result of accepting the offer, as well as a potential investment opportunity loss with respect to invested equity at his previous employer. |

  140. GRANTS OF PLAN-BASED AWARDS IN 2024

    | Kohl’s Corporation | 2025 Proxy Statement | 75 |

  141. 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 awards and Restricted Stock Units, as well as Performance Share Units that had not been earned or vested at February 1, 2025. There were no outstanding Options to purchase our common stock at February 1, 2025.

  142. 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) | ($) | (#) | Vesting Date | Period | ($) | | Ashley Buchanan | 1,170,047 | 33% | January 15, 2026, 2027, 2028 | 15,456,321 | | | | | | | 156,006 | 100% | January 15, 2026 | 2,060,839 | | | | | | Jill Timm | 2,801 | 25% | March 29, 2025 | 37,001 | — | March 4, 2025 | 2022-2024 | —(5) | | | 6,431 | 25% | March 28, 2025, 2026 | 84,954 | 61,997 | March 2026 | 2023-2025 | 818,980(6) | | | 34,172 | 25% | March 27, 2025, 2026, 2027 | 451,412 | 20,752 | March 2027 | 2024-2026 | 274,134(7) | | | 32,947 | 25% | March 25, 2025, 2026, 2027, 2028 | 435,230 | | | | | | Fred Hand | 85,263 | | October 13, 2025, 2026 (4) | 1,126,324 | 23,135 | March 2026 | 2023-2025 | 305,613(6) | | | 12,791 | 25% | October 13, 2025, 2026, 2027 | 168,969 | 16,657 | March 2027 | 2024-2026 | 220,039(7) | | | 32,742 | 25% | March 25, 2025, 2026, 2027, 2028 | 432,522 | | | | | | Nick Jones | 32,545 | 25% | March 27, 2025, 2026, 2027 | 429,919 | 59,045 | March 2026 | 2023-2025 | 779,984(6) | | | 32,947 | 25% | March 25, 2025, 2026, 2027, 2028 | 435,230 | 20,752 | March 2027 | 2024-2026 | 274,134(7) | | Siobhán Mc Feeney | 3,554 | 20% | March 27, 2025 | 46,948 | — | March 4, 2025 | 2022-2024 | —(5) | | | 2,151 | 20% | March 29, 2025, 2026 | 28,415 | 39,855 | March 2026 | 2023-2025 | 526,485(6) | | | 6,408 | 20% | February 15, 2025, 2026, 2027 | 84,650 | 13,534 | March 2027 | 2024-2026 | 178,784(7) | | | 2,490 | 25% | March 28, 2025, 2026 | 32,893 | | | | | | | 45,336 | 20% | August 15, 2025, 2026, 2027 | 598,889 | | | | | | | 21,967 | 25% | March 27, 2025, 2026, 2027 | 290,184 | | | | | | | 24,254 | 33% | June 15, 2025, 2026 | 320,395 | | | | | | | 21,487 | 25% | March 25, 2025, 2026, 2027, 2028 | 283,843 | | | | | | Thomas A. Kingsbury | 130,356 | 100% | March 25, 2025 | 1,722,003 | 231,257 | March 2026 | 2023-2025 | 3,054,905(6) | | | | | | | 82,102 | March 2027 | 2024-2026 | 1,084,567(7) |

  143. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  144. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Based upon the $13.21 price of our common stock on February 1, 2025. |

  145. 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 2022-2024 and 2023-2025 LTIPs, and cumulative Net Sales and Operating Margin for the 2024-2026 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. |

  146. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Award vests 40% in 2025 and 20% in 2026. |

  147. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Reflects actual payout, which was nil. |

  148. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) Reflects assumed payout at Target. |

  149. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) Reflects assumed payout at Threshold. |

  150. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 76 | Corporate.Kohls.com |

  151. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024

  152. OPTION EXERCISES AND STOCK VESTED IN 2024

    | | 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 | (#) | ($) | (#) | ($) | | Ashley Buchanan | — | — | — | — | | Jill Timm | — | — | 118,327 | 2,706,337 | | Fred Hand | — | — | 59,052 | 1,153,875 | | Nick Jones | — | — | 10,008 | 263,459 | | Siobhán Mc Feeney | — | — | 41,121 | 935,696 | | Thomas A. Kingsbury | — | — | — | — |

  153. 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.

  154. 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 deemed invested in accordance with investment elections designated by the executive from time to time but no more frequently than monthly. There are several investment options available to plan participants, including money market/fixed income funds, domestic and international equity funds, blended funds, and pre-allocated lifestyle fund investments. Deferred account balances are distributed to the plan participants in accordance with elections made by the participant at the time of the deferral. These distributions may be scheduled for future years while the executive remains our employee or following the participant’s termination of employment, either in a lump sum or in installments. A separate distribution election is made by plan participants with respect to account balance distributions in the event of a change of control of Kohl’s. The following table shows the executive contributions, earnings, and account balances for the persons named in the Summary Compensation Table.

  155. NONQUALIFIED DEFERRED COMPENSATION

    | | Executive | Registrant | Aggregate | Aggregate | Balance | | | Contributions | Contributions | Earnings in | Withdrawals/ | at Last Fiscal | | | in Last Fiscal Year | in Last Fiscal Year | Last Fiscal Year | Distributions | Year End | | Name | ($) (1) | ($) | ($) (1) | ($) | ($) (2) | | Ashley Buchanan | — | — | — | — | — | | Jill Timm | — | — | — | — | — | | Fred Hand | — | — | — | — | — | | Nick Jones | — | — | — | — | — | | Siobhán Mc Feeney | 170,665 | — | 40,708 | — | 371,848 | | Thomas A. Kingsbury | — | — | — | — | — |

  156. NONQUALIFIED DEFERRED COMPENSATION

    | (1) Executive contributions are included as compensation in the Summary Compensation Table in the year contributed. Earnings on account balances are not included in the Summary Compensation Table. |

  157. NONQUALIFIED DEFERRED COMPENSATION

    | (2) Included in the “Balance at Last Fiscal Year End” are executive contributions which were previously reported in the Summary Compensation Table in either 2024 or previous years, totaling $274,859 for Ms. Mc Feeney. Also included in this aggregate balance are executive contributions prior to the executive becoming a Named Executive Officer and aggregate earnings on the contributions. |

  158. NONQUALIFIED DEFERRED COMPENSATION

    | Kohl’s Corporation | 2025 Proxy Statement | 77 |

  159. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Upon termination of their employment or a change of control of Kohl’s, our Named Executive Officers would be entitled to various payments and other benefits pursuant to their respective Employment or Executive Compensation Agreement, our 2017 and 2024 Long-Term Compensation Plan, our Annual Incentive Plan, and our associate merchandise discount program.

  160. Potential Payments and Benefits Under Executive Compensation Agreements

    Potential Payments and Benefits Under Executive Compensation Agreements Messrs. Buchanan, Hand, and Jones and Mses. Timm and Mc Feeney are party to substantially identical Executive Compensation Agreements that provide the following payments and other benefits upon a termination of employment or a change of control of Kohl’s. Except as otherwise provided below, the following sections describe the arrangements and benefits in place with the CEO and these Named Executive Officers as of the last day of Fiscal 2024, which entitle them to payments upon certain terminations of employment or a change of control of Kohl’s. Consistent with our Executive Officer Cash Severance Policy, the total amount of potential cash payments payable to any of these Named Executive Officers under their Executive Compensation Agreements does not exceed 2.99 times the sum of the NEO’s base salary plus target annual bonus opportunity.

  161. Potential Payments and Benefits Under Executive Compensation Agreements

    | 78 | Corporate.Kohls.com |

  162. Potential Payments and Benefits Under Employment Agreement

    Potential Payments and Benefits Under Employment Agreement Mr. Kingsbury entered into an Employment Agreement with the Company on May 10, 2023. Pursuant to that agreement, Mr. Kingsbury has transitioned to the role of Advisor to the Chief Executive Officer. The term of his agreement ends on May 10, 2025, and he remains subject to the Employment Agreement for the duration of his role as Advisor to the Chief Executive Officer. In his role as Advisor to the Chief Executive Officer, Mr. Kingsbury is not eligible to receive any compensation or benefits other than those to which he was already entitled under his existing Employment Agreement. Consistent with our Executive Officer Cash Severance Policy, the total amount of potential cash payments payable to Mr. Kingsbury under his Employment Agreement upon a termination of employment does not exceed 2.99 times the sum of his base salary plus target annual bonus opportunity.

  163. CEO Pay Ratio

    CEO Pay Ratio Each year, we are required to disclose the ratio of our median employee’s annual total compensation to that of our Chief Executive Officer. As of February 1, 2025, our median employee was a part-time store associate. We identified our median employee by reviewing Form W-2 wages for all full-time, part-time, seasonal, and temporary employees as of that date. Since February 1, 2025, there have been no significant changes to the employee population or employee compensation arrangements that we believe would materially impact our pay ratio disclosure. During Fiscal 2024, we underwent a CEO transition. Thomas A. Kingsbury served as CEO until January 14, 2025, and Ashley Buchanan assumed the role on January 15, 2025. For purposes of this CEO pay ratio calculation, we annualized Mr. Buchanan’s total compensation to reflect a full year in the role, in accordance with Instruction 10 of Item 402(u) of Regulation S-K. His annualized total compensation for Fiscal 2024 includes all of the components reported in the Summary Compensation Table, with his base salary adjusted to reflect a full year of service. Mr. Buchanan’s total annualized compensation for Fiscal 2024 was $22,315,691. The Fiscal 2024 total annual compensation for our median employee was $15,763, as determined under the Summary Compensation Table rules. The ratio of our CEO’s total annualized compensation to our median employee’s total annual compensation for Fiscal 2024 is 1,416:1. This information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, Kohl’s disclosure may not be comparable to the pay ratio disclosure provided by other companies.

  164. Pay versus Performance

    Pay versus Performance

  165. 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, and Net Sales performance results for our Fiscal 2024, 2023, 2022, 2021, and 2020:

  166. Pay versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Average | | Investment | | | | | | | | | | Summary | Average | Based on: | | | | | | Summary | Summary | | Compensation | Compensation | Compensation | | Peer Group | | | | | Compensation | Compensation | Compensation | Actually Paid to | Table Total for | Actually Paid to | Total | Total | Net | | | | Table Total for | Table Total for | Actually Paid to | Second | Non-PEO | Non-PEO | Shareholder | Shareholder | Income | Net | | | First PEO | Second PEO | First PEO (2)(3) | PEO (2) (3) | NEOs | NEOs (2) (3) | Return (4) | Return (5) | (Loss) (6) | Sales (6) (7) | | Year (1) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 11,036,800 | 20,907,736 | (1,152,491)(8) | 21,424,896(8) | 3,147,860 | (426,140)(8) | 41.57 | 227.91 | 109 | 15,385 | | 2023 | 8,962,889 | N/A | 9,769,583(9) | N/A | 5,883,271 | 6,169,062(9) | 75.08 | 174.14 | 317 | 16,586 | | 2022 | 9,034,094 | 4,427,865 | (57,026,989)(10) | 4,710,588(10) | 3,420,060 | (3,655,769)(10) | 82.19 | 123.99 | (19) | 17,161 | | 2021 | 12,924,834 | N/A | 34,227,502(11) | N/A | 4,016,239 | 8,475,219(11) | 148.59 | 149.72 | 938 | 18,471 | | 2020 | 12,855,375 | N/A | 31,770,487(12) | N/A | 3,836,246 | 7,644,846(12) | 106.88 | 141.39 | (163) | 15,031 |

  167. Pay versus Performance Table

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

  168. Pay versus Performance Table

    | Year | PEO #1 | PEO #2 | Non-PEOs | | 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 | | 2020 | Ms. Gass | N/A | Ms. Timm, Mr. Howe, Mr. Revelle, and Mr. Kelroy |

  169. 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. |

  170. Pay versus Performance Table

    | 90 | Corporate.Kohls.com |

  171. 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: |

  172. Pay versus Performance Table

    | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | | $13.21 | $26.40 | $31.49 | $60.16 | $44.06 | $42.75 |

  173. 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. |

  174. Pay versus Performance Table

    | (5) Peer Group TSR reflects the Company’s 2024 peer group, which is the S&P 500 Consumer Discretionary Distribution & Retailing Index (formerly known as the S&P 500 Retailing Index), as reflected in our 2024 Annual Report on Form the 10-K, pursuant to Item 201(e) of Regulation S-K. The chart assumes an investment of $100 on February 1, 2020 and reinvestment of dividends. The calculations exclude trading commissions and taxes. |

  175. Pay versus Performance Table

    | (6) Dollars in Millions. |

  176. 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. |

  177. Pay versus Performance Table

    | (8) 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: |

  178. 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) |

  179. Pay versus Performance Table

    | (9) 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: |

  180. 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 |

  181. Pay versus Performance Table

    | (a) As disclosed in Footnote 8 to the Summary Compensation Table, an immaterial administrative miscalculation affected the All Other Compensation value reported for one Named Executive Officer. This miscalculation has been corrected in the Average Non-PEO NEOs total reported above. As a result, the Average Non-PEO NEOs total reported above differs by $733 from the amount disclosed in the 2024 Proxy Statement. |

  182. Pay versus Performance Table

    | Kohl’s Corporation | 2025 Proxy Statement | 91 |

  183. Pay versus Performance Table

    | (10) 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: |

  184. 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) |

  185. Pay versus Performance Table

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

  186. Pay versus Performance Table

    | (11) 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: |

  187. 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 |

  188. Pay versus Performance Table

    | (12) For Fiscal 2020, “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: |

  189. Pay versus Performance Table

    | | | Average | | | First PEO | Non-PEO NEOs | | Adjustments to Determine 2020 "Compensation Actually Paid” | ($) | ($) | | Total Reported in 2020 Summary Compensation Table (SCT) | 12,855,375 | 3,836,246 | | Less, Value of Stock Awards Reported in SCT | (8,853,685) | (1,962,007) | | Plus, Year-End Value of Awards Granted in Fiscal Year that Are Unvested and Outstanding | 35,993,323 | 7,091,195 | | Plus, Change in Fair Value of Prior Year Awards that Are Outstanding and Unvested | (6,205,629) | (782,823) | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (2,018,897) | (537,765) | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | | Total Adjustments | 18,915,112 | 3,808,600 | | "Compensation Actually Paid" for Fiscal Year 2020 | 31,770,487 | 7,644,846 |

  190. Pay versus Performance Table

    | 92 | Corporate.Kohls.com |

  191. 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 to the Named Executive Officers over the last five fiscal years, as compared to TSR, Net Income, and Net Sales over the same period. Generally, compensation actually paid for both PEO(s) and NEOs since Fiscal 2020 has increased or decreased as each of TSR, Net Income, and Net Sales has increased or decreased, respectively. However, the compensation in Fiscal 2024 for the PEOs deviates from this trend, as the first PEO’s compensation decreased due to company performance and the second PEO’s compensation was slightly higher, primarily due to the recruitment awards granted to him. These awards were part of the overall package designed to incentivize Mr. Buchanan to accept the CEO role and, in determining the size of the awards, the Committee considered the compensation Mr. Buchanan would forfeit from his former employer, including cash and equity incentive awards, as well as a potential investment opportunity loss with respect to invested equity at his previous employer. 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:

  192. Relationship Between Compensation Actually Paid and Performance Measures

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

  193. Relationship Between Compensation Actually Paid and Performance Measures

    | ● | our Net Income; and |

  194. Relationship Between Compensation Actually Paid and Performance Measures

    | ● | our Net Sales. |

  195. Relationship Between Compensation Actually Paid and Performance Measures

    | Kohl’s Corporation | 2025 Proxy Statement | 93 |

  196. Relationship Between Compensation Actually Paid and Performance Measures

    | 94 | Corporate.Kohls.com |