Jill Timm
KOHLSAbout Jill Timm
Chief Financial Officer of Kohl’s since November 1, 2019; at Kohl’s since 1999 after serving as a senior auditor at Arthur Andersen (1995–1999). Age 51 as of February 1, 2025, per the company’s 10‑K . Education: Bachelor of Business Administration (University of Wisconsin–Whitewater, 1995) and Harvard Business School Executive Education for senior finance executives, per Molson Coors’ board announcement when she was nominated as an independent director in December 2023 . Performance context: FY2024 net sales were $15,385 million and net income $109 million; cumulative TSR value of an initial $100 investment measured for 2024 was 41.57, reflecting weak equity returns during her tenure amid a challenging retail environment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arthur Andersen LLP | Senior Auditor | 1995–1999 | Audit and financial reporting experience prior to joining Kohl’s . |
| Kohl’s | Senior Analyst; progressive finance roles through VP/SVP; EVP Finance | 1999–2019 | Progressive leadership across FP&A, financial reporting, and corporate finance, culminating in CFO appointment . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Molson Coors Beverage Company | Independent Director (nominated) | Dec 16, 2023–present | Board oversight; leverages retail finance expertise; noted leadership and public speaking credentials . |
| University of Wisconsin–Milwaukee Business Advisory Council | Member | Not disclosed | Advisory to business school; external engagement cited by Molson Coors release . |
| Milwaukee Public Museum | Executive Committee | Not disclosed | Community leadership; external engagement cited by Molson Coors release . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 878,333 | 938,750 | 950,000 |
| Bonus ($) | — | 450,000 (retention cash award) | 450,000 (retention cash award) |
| Stock Awards ($) | 1,550,040 | 3,600,023 | 2,300,000 |
| Non-Equity Incentive (AIP) ($) | — | 1,057,160 | — (no AIP payout for FY2024) |
| All Other Compensation ($) | 91,255 | 113,205 | 104,703 |
| Total ($) | 2,519,628 | 6,159,138 | 3,804,703 |
2024 perquisites/components detail:
| Component | Amount ($) |
|---|---|
| Defined Contribution Plan Contribution | 17,250 |
| Insurance (Life/LTD/AD&D) | 18,783 |
| Personal Tax Advisory | 670 |
| Automobile Allowance | 18,000 |
| Supplemental Health Coverage | 50,000 |
| Total All Other Compensation | 104,703 |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 (no payout):
| Metric | Weight | Result | Weighted Payout % |
|---|---|---|---|
| Merchandise Sales | 60% | $15.305B | —% (below threshold) |
| Operating Margin | 40% | 3.1% (adjusted) | —% (below threshold) |
| Overall Achievement | — | — | —% (no AIP earned) |
Long-Term Incentive Plan (LTIP) structure:
- 2024–2026 PSUs: Cumulative Net Sales (50%) and Operating Margin (50%) with TSR +/-25% modifier and Performance Index modifier; award mix generally 65% PSUs / 35% RSUs for NEOs (Timm included) .
- 2022–2024 PSUs: No PSUs earned (below Threshold on cumulative Net Sales, Operating Margin, and Operating Cash Flow; TSR modifier had no effect) .
- 2021–2023 PSUs: Timm earned 6,399 PSUs vs 13,275 at Target after TSR modifier reduced payout to 48.2% .
2024 LTIP grants (Timm):
| Grant Date | Award Type | Shares (Threshold/Target/Max) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 3/25/2024 | PSUs | 19,147 / 51,059 / 127,648 | 1,495,008 | Earned over 2024–2026 with performance modifiers |
| 3/25/2024 | RSUs | 30,400 | 804,992 | Time-based, 25% per year (2025–2028) |
Vesting, realized value, and selling pressure:
| Award | Quantity | Vesting Schedule | Market Value as of 2/1/2025 ($) |
|---|---|---|---|
| RSUs | 2,801 | 25% on March 29, 2025 | 37,001 |
| RSUs | 6,431 | 25% on March 28, 2025 & 2026 | 84,954 |
| RSUs | 34,172 | 25% on March 27, 2025–2027 | 451,412 |
| RSUs | 32,947 | 25% on March 25, 2025–2028 | 435,230 |
| PSUs (2023–2025) | 61,997 (at Target) | Scheduled March 2026 | 818,980 |
| PSUs (2024–2026) | 20,752 (at Threshold) | Scheduled March 2027 | 274,134 |
| Stock Vested in 2024 | 118,327 (shares) | Various | $2,706,337 realized value |
Note: A special RSU granted April 21, 2023 (grant-date fair value $1.5M) vested April 21, 2024, but is subject to repayment if Ms. Timm voluntarily resigns without good reason or is terminated for cause prior to May 1, 2025—creating near-term selling constraints and alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 207,686 shares; less than 1% of class (includes RSUs vesting within 60 days of March 12, 2025) . |
| Options | No outstanding options at February 1, 2025 . |
| Hedging/Pledging Policy | Company restricts hedging and pledging by executives (policy highlighted in CD&A contents) . |
| Ownership Guidelines | Robust share ownership requirements are in place for executives (specific multiples not disclosed in proxy) . |
Employment Terms
Executive Compensation Agreement (standardized for NEOs; no fixed term; nondisclosure and non-compete protections; cash severance capped per policy):
- Executive Officer Cash Severance Policy: No new agreements awarding cash severance benefits >2.99x (base salary + target bonus) without shareholder ratification; policy effective March 2023 and publicly available .
- Change-of-Control Mechanics: Double-trigger required; no single-trigger payments on change of control; equity may accelerate upon qualifying termination events, consistent with peer practice; say-on-pay and plan approvals indicate shareholder support .
- Compensation Recovery (Clawback): August 2023 Executive Officer Compensation Recovery Policy adopted in compliance with SEC/NYSE rules for incentive-based compensation recovery upon restatement .
Potential payments upon separation or change of control (assumed termination date February 1, 2025; stock price $13.21):
| Component ($) | Voluntary Termination by Executive | Termination by Kohl’s With Cause | Involuntary Termination Without Cause (No CoC) | Involuntary Termination Without Cause (Following CoC) | Disability | Death |
|---|---|---|---|---|---|---|
| Severance Payment | — | — | 1,900,000 | 3,550,773 | 475,000 | 475,000 |
| Pro-Rated Bonus | — | — | — | — | — | — |
| Health Care Continuation | — | — | 32,517 | 32,517 | — | — |
| Outplacement | — | — | 20,000 | 20,000 | — | — |
| Accelerated RSUs (incl. dividend equivalents) | — | — | 637,488 | 1,008,578 | 1,008,578 | 1,008,578 |
| Accelerated PSUs (illustrated at Target or actual as noted) | — | — | — | 1,769,259 | 1,093,103 (disability column reflects actual/assumed mix) | 1,769,259 |
| Repayment of RSUs (if applicable) | (928,741) | (928,741) | — | — | — | — |
| Total | (928,741) | (928,741) | 2,590,005 | 6,381,128 | 2,576,681 | 3,252,838 |
Death/Disability AIP treatment: Pro-rated bonus for current fiscal year based on actual company performance; severance equal to one-half of then annual base salary (six months for disability; one year for death) .
Compensation Structure Analysis
- Pay mix and rigor: 2024 delivered no AIP payout and forfeited the 2022–2024 PSUs, reinforcing high at‑risk pay tied to objective financial metrics and TSR modifiers; 2023 paid a below-target AIP (85.6% at the company level), with Timm’s non‑equity incentive at $1,057,160 .
- Equity over cash: 2024 long-term grant targeted $2.3M for Timm (65% PSUs/35% RSUs), with detailed share counts and time-based vesting over four years, aligning retention and performance .
- Guaranteed/retention elements: Timm’s two cash retention payments ($450k each; Jan 1, 2024 and Jan 1, 2025), plus an April 21, 2023 RSU subject to repayment until May 1, 2025, add retention stability but are modest relative to overall pay .
- Governance safeguards: Double-trigger CoC; 2.99x cash severance cap policy; clawback policy; restrictions on hedging/pledging; robust ownership guidelines; consistently strong say-on-pay support historically (>90%) .
Performance & Track Record
Pay-versus-performance table highlights (company-reported):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Net Sales ($ millions) | 15,031 | 18,471 | 17,161 | 16,586 | 15,385 |
| Net Income (Loss) ($ millions) | (163) | 938 | (19) | 317 | 109 |
| Cumulative TSR Value ($100 investment) | 106.88 | 148.59 | 82.19 | 75.08 | 41.57 |
Context: 2021–2023 PSU payout was cut by TSR modifier, and 2022–2024 PSUs were forfeited—reflecting underperformance vs goals and peers over multi‑year windows .
Board Governance (for directors)
Not applicable—Timm is an executive officer, not a Kohl’s director. Compensation Committee oversight, independent consultant use, and shareholder engagement are described in CD&A .
Related Party / Risk Indicators
- No pension benefits or defined benefit plans; deferred compensation balances for Timm were not used in 2024 .
- Clawback policy in place; no mention of tax gross‑ups for Timm; 2024 “Tax reimbursements on eligible expenses” shows $0 for Timm .
- Section 16 compliance: Company disclosed certain late filings in 2023 due to administrative delay (includes Timm) .
- Options repricing: none indicated; no options outstanding for Timm as of 2/1/2025 .
Compensation Peer Group & Benchmarking
- AIP Performance Index Group (for threshold override in 2024): Macy’s, Nordstrom, Gap, Ross Stores, TJX, Dick’s Sporting Goods, Foot Locker, Ulta Beauty .
- Committee references broader compensation benchmarking peer group and survey data; specific names not disclosed in proxy .
Say-on-Pay & Shareholder Feedback
- Historical say-on-pay approval averages over 90% of votes cast; 2024 Long-Term Compensation Plan received over 93% support .
Equity Ownership & Upcoming Events (Vesting Pressure Signals)
- Multiple annual RSU tranches vest March 25–29 each year through 2028; PSUs scheduled for certification/settlement March 2026 (2023–2025) and March 2027 (2024–2026), subject to actual performance and TSR modifier—potential supply overhang periods .
- Special RSU awarded April 21, 2023 remained subject to repayment until May 1, 2025, discouraging near-term disposal of vested shares through that date .
Employment Terms Summary (Triggers & Multiples)
- Good reason/without cause (no CoC): severance, pro‑rated bonus, benefits continuation, and outplacement; equity treatment per plan; cash severance limited by policy .
- CoC + qualifying termination: enhanced cash severance and equity acceleration; no single-trigger cash benefits .
Investment Implications
- High at‑risk pay design with no FY2024 AIP and forfeited 2022–2024 PSUs indicates strong pay‑for‑performance alignment; realized comp is largely equity‑dependent and sensitive to TSR modifiers, reducing moral hazard .
- Upcoming RSU and potential PSU settlements (2026–2028 cadence) can create predictable windows of insider selling pressure; however, clawbacks, hedging/pledging restrictions, and ownership requirements mitigate misalignment risks .
- Change-of-control protections are double-trigger with a formal 2.99x cash severance cap policy—limiting parachute risk while preserving retention value in strategic scenarios .
- External directorship (Molson Coors) broadens network insight but appears manageable given Kohl’s governance and policy framework; no disclosed conflicts .