Jennifer Kent
KOHLSAbout Jennifer Kent
Senior Executive Vice President, Chief Legal Officer and Corporate Secretary of Kohl’s; appointed February 20, 2023. She serves as Corporate Secretary and signs SEC filings on behalf of the company, evidencing her role in governance and disclosure controls . Kohl’s pay-for-performance program uses merchandise sales and operating margin (AIP) and multi‑year net sales, operating margin, and operating cash flow (LTIP) to align executive rewards with results; 2023 AIP paid at 85.6% of target while 2024 AIP paid 0% company‑wide, reflecting under‑threshold outcomes . Company performance context: 2023 EPS $2.85 and operating margin 4.1% with SG&A down 1.3%; 2024 net sales −7.2% YoY, EPS $0.98, operating margin 2.7%, SG&A −3.7% .
Fixed Compensation
2023 compensation (NEO year):
| Component | 2023 |
|---|---|
| Salary ($) | $616,898 |
| Bonus ($) | $450,000 (sign-on/retention per offer letter) |
| Stock Awards (Grant-date fair value) ($) | $3,849,991 |
| Non-Equity Incentive Plan Compensation ($) | $612,040 (AIP payout) |
| All Other Compensation ($) | $64,959 (401(k), insurance, financial/tax advice, auto allowance, charitable match) |
| Total ($) | $5,593,888 |
Perquisites program for NEOs includes capped automobile reimbursement, financial/tax advisory, supplemental health care, and charitable matching; hedging and pledging of Kohl’s securities are prohibited .
Performance Compensation
2023 Annual Incentive Plan (AIP) metrics and payout (company basis):
| Metric | Weight | Company Result | Weighted Payout % |
|---|---|---|---|
| Merchandise Sales | 50% | $16.497B | 77.9% |
| Operating Income (adjusted) | 50% | $719M | 93.2% |
| Overall AIP Achievement | — | — | 85.6% |
AIP target opportunity by role: Senior Executive Vice President (her role) had Threshold 27.5%, Target 110%, Max 165% of salary; 2023 AIP payouts were determined on the above metrics, with Ms. Kent’s actual AIP payout disclosed at $612,040 .
Equity awards and structure:
| Grant Date | Award Type | Units | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 3/15/2023 | RSUs | 107,805 | $2,499,998 | 40% in 2024; 30% in 2025 & 2026 |
| 3/27/2023 | PSUs (2023–2025) | Threshold 12,704; Target 33,877; Max 84,693 | $809,999 (target fair value included in “stock awards”) | Earn-out 0–200% vs 3‑yr Net Sales, Operating Margin, Operating Cash Flow; ±25% TSR modifier |
| 3/27/2023 | RSUs | 24,896 | $539,994 | 25% annually 2024–2027 |
2024 AIP and LTIP program changes: AIP metrics were Merchandise Sales (60%) and Operating Margin (40%); 2024 AIP paid 0% as both metrics were below threshold. 2024–2026 LTIP uses 50% Net Sales and 50% Operating Margin; performance-based awards for 2022–2024 paid 0% company-wide .
Equity Ownership & Alignment
Outstanding equity (as of FY 2023 year-end, February 3, 2024):
| Category | Units (#) | Market Value ($) | Notes |
|---|---|---|---|
| RSUs – 3/15/2023 award (40/30/30) | 114,890 | $3,033,096 | Vests 40% in 2024; 30% in 2025 & 2026 |
| RSUs – annual grants (25% per year) | 26,533 | $700,471 | Vests 2024–2027 |
| PSUs (2023–2025) – at target illustration | 36,104 | $953,146 | Earned based on 3‑yr performance and TSR modifier |
Ownership guidelines require 3× base salary for NEOs; compliance is monitored and reviewed regularly (Committee verified executive officers were in compliance) . Hedging and pledging of Kohl’s stock are prohibited under the insider trading policy .
Employment Terms
Executive Compensation Agreement (standard form for NEOs including Ms. Kent):
- Term: No fixed term; provides severance/change‑of‑control protections and non‑compete for 1 year post‑termination .
- Severance (no change of control): If terminated without cause or resigns for “good reason” (e.g., mandatory relocation >50 miles; material reduction in title/reporting/base), severance equals 2× base salary (lump sum within 60 days), pro‑rated AIP bonus (based on actual annual performance), up to 2 years health coverage (COBRA at company normal cost), and up to $20,000 outplacement .
- Change of control (double‑trigger): If terminated without cause or resigns for “good reason” within 15 months post‑CoC, severance equals 2× (base salary at termination or pre‑CoC, whichever higher) plus the average of the prior 3 years’ AIP bonus, plus health benefits (up to 2 years) and $20,000 outplacement .
- Equity vesting on termination:
- No CoC: RSUs vest to the extent they would have vested within two years only for executives whose agreements include that provision (explicitly noted for CFO; Ms. Kent’s agreement follows the standard form without additional RSU acceleration clause unless specified) .
- With CoC: RSUs/Restricted Stock accelerate if awards are not assumed or if termination is for “good reason”/without cause within the protection window; PSUs deemed achieved at Target, with time-based vesting continuing or accelerating if not assumed .
- No tax gross-ups; certain payments may be delayed under Section 409A; severance contingent on signing a general release .
- Clawback: Executive Officer Compensation Recovery Policy adopted in August 2023 (10D/NYSE 303A.14 compliant) for incentive compensation in case of accounting restatement .
Compensation Structure Analysis
- Pay mix balanced across cash (salary/AIP) and equity (RSUs/PSUs), with PSUs subject to rigorous 3‑year goals and ±25% TSR modifier aligning with shareholder returns .
- 2023 AIP paid below target (85.6%) and 2024 AIP paid 0%, evidencing adherence to performance hurdles and reducing windfalls amid underperformance .
- One‑time RSU grant at hire (3/15/2023) and supplemental RSUs (3/27/2023) indicate retention focus; vesting spans 2024–2027 .
- Severance Limitation Policy caps new cash severance agreements at ≤2.99× salary+target bonus absent shareholder approval, mitigating pay inflation risk .
- Independent comp consultant (Semler Brossy) engaged; strong say‑on‑pay support (>90% historically; 93% in 2023; 92% in 2024) .
Risk Indicators & Governance
- Hedging/pledging banned; robust clawback policy; no special tax gross‑ups; non‑compete post‑termination .
- Equity awards largely RSUs/PSUs; Kohl’s has not granted stock options in recent years (none outstanding/exercised in 2023 or 2024), reducing repricing risk .
- Executive ownership guidelines (3× salary) and verified compliance strengthen alignment .
Compensation Peer Group & Shareholder Feedback
- Peer group includes TJX, Ross Stores, Best Buy, Dollar Tree, Macy’s, Gap, Nordstrom, Dick’s Sporting Goods, Ulta Beauty, Burlington, Foot Locker (with removals of bankrupt peers such as Bed Bath & Beyond) used for benchmarking .
- Say‑on‑pay approved by 93% (2023) and 92% (2024); regular outreach (>70% of outstanding shares contacted; ~35–40% engaged) with feedback to Board .
Investment Implications
- Strong governance and clawbacks, prohibition on hedging/pledging, and ownership guidelines limit misalignment risk .
- Retention risk appears mitigated by multi‑year RSU vesting through 2026–2027; however, 2024 0% AIP and 2022–2024 LTIP 0% payouts underscore ongoing performance challenges, which can suppress near‑term cash compensation and increase reliance on long‑term equity value creation .
- Severance framework (2× multiples; double‑trigger CoC) is market‑standard with a 2.99× cap policy, limiting excessive termination costs while providing stability for compliance/governance leadership .
Note: Background details (education, prior roles, age) for Jennifer Kent are not disclosed in the reviewed filings; analysis focuses on compensation, ownership, and contract provisions explicitly reported .