Adolfo Villagomez
KOHLSAbout Adolfo Villagomez
Adolfo Villagomez, age 51, is an independent director of Kohl’s and has served on the Board since 2023. He is a former Chief Executive Officer of Progress Residential with prior senior leadership roles at The Home Depot (including President of homedepot.com and Chief Marketing Officer for U.S. Retail) and earlier experience at McKinsey & Company and DuPont; he currently serves on Kohl’s Audit Committee . His independence is affirmed under NYSE standards by Kohl’s Nominating and ESG Committee’s annual review of director relationships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Progress Residential | Chief Executive Officer | May 2022 – March 2025 | Led short-term turnaround and longer-term strategy; modernized digital and information systems |
| The Home Depot | President of homedepot.com | Apr 2021 – May 2022 | Led end-to-end online business driving >$20B annual revenue and double-digit sales growth |
| The Home Depot | Chief Marketing Officer (U.S. Retail) | Dec 2018 – May 2022 | Scaled retail media network; oversaw marketing and brand positioning to accelerate e-commerce |
| The Home Depot | SVP homedepot.com; various merchandising leadership | Dec 2018 – Mar 2020; 2014 – Dec 2018 | Successive merchandising strategy and operational roles |
| McKinsey & Company | Partner; Leader NA Marketing & Sales Practice | 2007 – 2014; 2012 – 2014 | Senior leadership and advisory experience |
| DuPont | Management and sales positions | Prior to 1999 | Early career operating roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| — | — | — | No current public company boards listed for Villagomez |
- Nominating & ESG Committee reviewed directors’ charitable, commercial, banking, consulting, legal, accounting, and familial relationships; determined all serving directors except the CEO and former CEO are independent, with noted relationships immaterial and arm’s-length (no impact on independence) .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Board affirmed independence for all nominees other than CEO) |
| Committee Assignments | Audit Committee member |
| Committee Meetings (FY 2024) | Audit Committee met 8 times; all members independent |
| Board Meetings (FY 2024) | Board met 6 times; each incumbent nominee attended ≥75% of Board and committee meetings |
| Executive Sessions | Non-employee directors held regularly scheduled executive sessions without management; independent Chair presided |
| Board Leadership | Independent Chair (Michael J. Bender since May 15, 2024) |
Fixed Compensation
| Component (FY 2024 service) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 125,000 | Paid quarterly in arrears |
| Annual equity award (grant-date fair value) | 145,005 | Restricted Stock or deferred RSUs; standard director grant size was 5,651 shares; fair value computed under ASC 718 |
| Total | 270,005 | Sum of cash and equity |
Program structure and fees:
- No meeting fees; directors reimbursed for travel/education; restricted stock vests at next Annual Meeting or first anniversary; directors may elect deferred RSUs that settle upon termination of service .
- Additional annual equity awards for leadership roles (Chair $200k; Audit Chair $30k; Compensation Chair $25k; Nominating & ESG Chair $20k; Finance Chair $15k) . Villagomez is not currently a committee chair .
Performance Compensation
| Performance Metric | Applicability to Director Pay | Evidence |
|---|---|---|
| Performance-based metrics (e.g., revenue, EBITDA, TSR) | None disclosed for non-employee director awards; director equity is time-based restricted stock/deferred RSUs | Director awards described as time-based; vesting by next Annual Meeting/first anniversary; no performance conditions disclosed |
Kohl’s uses performance metrics for executive (NEO) incentives (Operating Margin, Merchandise Sales, Net Sales), not for director compensation .
Other Directorships & Interlocks
- Current public company boards: None listed for Villagomez .
- Independence review found certain charitable donations and small ordinary-course business relationships involving some directors, all immaterial and arm’s-length; no independence impact; Villagomez remains independent .
Expertise & Qualifications
- Transformation strategy leadership from CEO role at Progress Residential .
- Technology/e-commerce/digital expertise; led homedepot.com and modernization of digital systems .
- Marketing and brand management expertise as CMO for U.S. Retail at The Home Depot .
- Board skills matrix highlights broad coverage across technology, retail/consumer, finance, operations, and marketing among nominees (Villagomez included) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 11,790 | As of record date Mar 12, 2025; “less than 1%” of class |
| Unvested Restricted Stock/Deferred RSUs | 6,124 | As of Feb 1, 2025 (includes accrued but unvested dividend equivalents) |
| Ownership guideline | ~5x annual cash retainer | Directors must meet within 5 years of initial appointment; unvested RS/RSUs count; may not sell Kohl’s stock until in compliance |
| Hedging/Pledging | Prohibited | No hedging/short sales/derivatives; pledging prohibited under Kohl’s Statement on Securities Trading |
Directors standing for reelection with >5 years of service were in compliance; new directors have five years to comply (Villagomez appointed 2023) .
Governance Assessment
- Board effectiveness: Villagomez strengthens digital, e-commerce, and marketing oversight; sits on the Audit Committee of an actively engaged Board with independent leadership and regular executive sessions—supportive of investor confidence .
- Alignment: Director pay mix is balanced (cash retainer plus equity), with robust stock ownership guidelines (5x retainer) and prohibitions on hedging/pledging—positive alignment signals .
- Independence and conflicts: Independence affirmed; related-person transactions process in place; no material conflicts or related-party exposures identified for directors; directors’ external relationships reviewed and deemed immaterial .
- Attendance and engagement: Each incumbent nominee met ≥75% attendance for Board/committee meetings; Board and committees met with regular cadence (Board 6; Audit 8) .
RED FLAGS
- None identified specific to Villagomez: no other public company directorships creating interlocks; no pledging/hedging permitted; director equity time-based (no re-pricing/option grants for directors) .