H. Charles Floyd
KOHLSAbout H. Charles Floyd
Independent director at Kohl’s since 2017, age 65, and former Executive Vice President and Global President of Operations at Hyatt Hotels Corporation. Floyd brings four decades of global operations leadership in hospitality, including steering Hyatt’s operating response during the pandemic and leading brand creation initiatives; he is designated independent by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyatt Hotels Corporation | Executive Vice President, Global President of Operations | 2014–Dec 2023 | Oversaw global hotel operations; unified operations; guided ~1,100 hotels through pandemic recovery; helped create seven Hyatt brands |
| Hyatt Hotels Corporation | EVP, Group President – Global Operations Center | 2012–2014 | Global operations leadership |
| Hyatt Hotels Corporation | Chief Operating Officer – North America | 2006–2012 | Regional operations leadership |
| Hyatt Hotels Corporation | Senior Advisor to President & CEO | Jan 2024–Jun 2024 | Executive transition advisory |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Playa Hotels & Resorts N.V. (NASDAQ: PLYA) | Director | May 2018–Aug 2021 | No longer serves; no current public boards listed for Floyd at Kohl’s |
| Thayer Ventures Acquisition Corp. (NASDAQ: TVAC) | Director | Dec 2020–Apr 2022 | SPAC focused on travel/transportation; no current service |
Board Governance
- Committees: Member, Compensation Committee; Committee met 5 times in FY2024. All Compensation Committee members are independent; Jonas Prising is Chair; Floyd is listed as a member and co-signed the Compensation Committee Report .
- Independence: Affirmatively determined independent by the Board (February 2025 review); only the CEO (Ashley Buchanan) and former CEO were non-independent .
- Attendance and engagement: Board met 6 times in FY2024; each incumbent director standing for election in 2025 attended at least 75% of applicable meetings. Non-employee directors hold executive sessions at each regular Board meeting; independent Chair (Michael Bender) presided .
- Years of service on Kohl’s board: Director since 2017 .
- Committee and Board meeting cadence (FY2024):
- Board: 6; Audit: 8; Compensation: 5; Nominating & ESG: 3; Finance: 6 .
Fixed Compensation
| Component | Amount (FY2024) | Source |
|---|---|---|
| Annual cash retainer | $125,000 | |
| Equity award (grant date fair value) | $145,005 | |
| Total (cash + equity) | $270,005 |
Program structure for non-employee directors: standard annual cash retainer $125,000 and annual equity award $145,000 grant-date fair value (committee chair and chair of the board receive additional equity; not applicable to Floyd). Restricted stock (or elected deferred RSUs) vests at the next annual meeting or first anniversary; dividend equivalents are credited in stock; directors receive no meeting fees .
Performance Compensation
- Director compensation is not performance-based; equity awards are time-based restricted stock (or deferred RSUs) with vesting as noted above. No performance metrics apply to director pay .
- 2024 director equity program permitted deferral into RSUs settled upon termination of service; holders of deferred RSUs receive dividend equivalents .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None for Floyd per nominee table |
| Prior public boards (5-year window) | Playa Hotels & Resorts N.V. (2018–2021); Thayer Ventures Acquisition Corp. (2020–2022) |
| Interlocks/conflicts review | Nominating & ESG Committee reviewed relationships; any ordinary-course business relationships involving directors were immaterial and arm’s length and did not affect independence |
| Related-party transactions (FY2024) | None disclosed for directors/executives requiring reporting |
Expertise & Qualifications
- Operations management (global hotel operations leader; rollout/unification of innovations across geographies) .
- Transformation leadership (pandemic response and recovery, driving Hyatt stock performance rebound through operational oversight) .
- Marketing/brand management (key leader in creating seven Hyatt brands) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Kohl’s common) | 33,765 shares | As of record date March 12, 2025; <1% of class |
| Unvested restricted/deferred stock | 6,124 shares | As of Feb 1, 2025; includes accrued but unvested dividend equivalents |
| Ownership guidelines | 5x annual cash retainer (counts unvested RS/deferred RSUs) | Directors must attain within 5 years and may not sell until compliant; all directors >5 years of service were in compliance as of FY2024 (Floyd qualifies) |
Insider transactions (illustrative 2025 filings):
- 09/26/2025 Form 4: Credited 133 additional deferred RSUs as dividend equivalents in lieu of $0.125 cash dividend; total beneficial ownership reported 52,142 (including 18,288 unvested deferred RSUs) .
- Additional 2025 Form 4s reflect dividend-equivalent credits (no open-market sales indicated in those filings): 04/04/2025, 05/16/2025, 06/27/2025 .
- Aggregated listing corroborating 2025 director Form 4 activity (dividend-equivalent awards) .
Governance Assessment
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Strengths for investor confidence:
- Independence and tenure: independent director since 2017; no related-party transactions in FY2024; independence affirmed in 2025 review .
- Compensation oversight: Active member of the Compensation Committee that enforced pay-for-performance rigor, with zero AIP payout for FY2024 and zero PSU payout under the 2022–2024 LTIP; Floyd co-signed the Compensation Committee Report .
- Engagement/attendance environment: Board and committees met regularly; incumbent directors met the 75% attendance threshold; independent Chair structure with executive sessions supports oversight quality .
- Ownership alignment: Meaningful share ownership with unvested equity; robust 5x retainer ownership guideline and no selling permitted until compliant; dividend equivalents keep director equity aligned with shareholder returns .
-
Potential risk indicators and red flags:
- None identified specific to Floyd in FY2024. Company disclosed no related-party transactions; say-on-pay support remained strong (92% at 2024 meeting; 93% at 2023), suggesting alignment with shareholder expectations .
- General hedging/pledging restrictions exist under company policy (not individualized disclosures) .
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Context for board effectiveness:
- Relevant operating expertise from a global, consumer-facing platform (Hyatt) complements Kohl’s retail operational priorities; contributes to Compensation Committee oversight amid tightened performance metrics and constrained payouts .