John E. Schlifske
KOHLSAbout John E. Schlifske
Independent director of Kohl’s Corporation since 2011; age 66; former Chair and CEO of The Northwestern Mutual Life Insurance Company (CEO 2010–2024; Chair 2010–Jan 2025). At Kohl’s, he chairs both the Finance Committee and the Nominating & ESG Committee, and serves on the Executive Committee, bringing deep finance, human capital, and digital transformation expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Northwestern Mutual Life Insurance Company | Chief Executive Officer | 2010–2024 | Led transformation from traditional life insurer to digital financial planning and wealth management provider; oversaw complex financial and capital reporting . |
| The Northwestern Mutual Life Insurance Company | Chair of the Board of Trustees | 2010–Jan 2025 | Guided governance and strategy during company’s evolution; recognized for executive leadership (e.g., Milwaukee Business Journal Executive of the Year 2023) . |
| The Northwestern Mutual Life Insurance Company | Various executive roles | 1987–2010 | President and EVP of Investment Products and Services; deep investment management experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed . |
Board Governance
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Finance | Chair | 6 . |
| Nominating & ESG | Chair | 3 . |
| Executive | Member | 0 . |
- Independence: Kohl’s affirmatively determined him independent; all nominees except the CEO were independent .
- Attendance: Board met 6 times in FY2024; each incumbent director standing for election at the 2025 meeting attended at least 75% of board and committee meetings; all eleven directors standing in 2024 attended that annual meeting .
- Board leadership: Independent Chair is Michael J. Bender since May 15, 2024 .
- Limits on service: Kohl’s guidelines cap external board service and were met by all directors .
Fixed Compensation
| Element | Program Terms (Directors) | 2024 Actual for Schlifske |
|---|---|---|
| Cash retainer | $125,000 cash, paid quarterly; no meeting fees; travel/education reimbursed . | $125,000 . |
| Annual equity award | $145,000 grant-date fair value; restricted stock or (if elected) deferred RSUs granted immediately after the annual meeting; vests at next annual meeting or first anniversary; dividend equivalents accrue for RSUs . | $180,005 total equity (includes base equity plus Chair equity awards) . |
| Chair equity awards | Additional grant-date fair value: Chair of Board $200,000; Audit $30,000; Compensation $25,000; Nominating & ESG $20,000; Finance $15,000 . | Included in $180,005 (as Chair of Finance and Chair of Nominating & ESG) . |
| Unvested director equity (aggregate) | Unvested shares/units outstanding at FY-end . | 7,603 unvested restricted shares/RSUs (incl. dividend equivalents) as of Feb 1, 2025 . |
Stock ownership requirements (Directors):
- 5x annual cash retainer; must attain within five years; unvested RS/RSUs count; all directors with >5 years service were in compliance at FY2024 end .
Performance Compensation
| Component | Metrics | Vesting / Modifiers | Notes |
|---|---|---|---|
| Director equity | None (time-based restricted stock or deferred RSUs) | Vests at next annual meeting or first anniversary; RSUs accrue dividend equivalents | Directors do not receive performance-conditioned equity; stock options not granted in recent years . |
Other Directorships & Interlocks
| Company | Role | Committee | Exposure / Conflict Notes |
|---|---|---|---|
| — | — | — | Independence review considered immaterial ordinary-course relationships; no related person transactions in FY2024 . |
Expertise & Qualifications
- Finance, accounting, and capital reporting; investment management oversight from senior leadership at Northwestern Mutual .
- Human capital and culture leadership for >22,000 employees/financial professionals .
- Technology/digital transformation leadership; transitioned Northwestern Mutual to a digital business .
- Retail/consumer-facing board experience across Kohl’s board mix; skills matrix confirms finance and operations capabilities .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of record date) | 63,452 shares | As of March 12, 2025; includes RSUs vesting within 60 days if applicable . |
| % of shares outstanding | ~0.057% | 63,452 / 111,323,544 outstanding shares (record date) . |
| Vested vs unvested | Vested: 55,849; Unvested: 7,603 | Unvested as disclosed; vested derived from beneficial total minus unvested . |
| Options | None outstanding | Kohl’s has not granted stock options in recent years; none outstanding FY2024 . |
| Hedging / pledging | Prohibited | Kohl’s policy prohibits hedging transactions; policy addresses pledging in heading; insider trading policy governs trading windows . |
| Ownership guideline compliance | In compliance | All directors with >5 years service were in compliance at FY2024 end . |
Insider Trades (Form 4 – Alignment Signals)
| Date | Type | Quantity | Price | Post-Transaction Owned | SEC Link |
|---|---|---|---|---|---|
| 2021-09-14 | M-Exempt (option/derivative exercise) | 3,815 | 46.97 | 36,041 | https://www.sec.gov/Archives/edgar/data/885639/000112760221025412/0001127602-21-025412-index.htm |
| 2022-08-24 | P (Open market purchase) | 3,413 | 29.29 | 46,937 | https://www.sec.gov/Archives/edgar/data/885639/000112760222021557/0001127602-22-021557-index.htm |
| 2024-05-15 | A (Director equity award) | 7,015 | 0.00 | 62,864 | https://www.sec.gov/Archives/edgar/data/885639/000112760224015688/0001127602-24-015688-index.htm |
| 2025-05-14 | A (Director equity award, post-annual meeting) | 42,540 | 0.00 | 106,102 | https://www.sec.gov/Archives/edgar/data/885639/000112760225014784/0001127602-25-014784-index.htm |
| 2025-06-25 | A (Dividend equivalent / award accrual) | 656 | 0.125 | 106,758 | https://www.sec.gov/Archives/edgar/data/885639/000112760225018164/0001127602-25-018164-index.htm |
| 2025-09-24 | A (Dividend equivalent / award accrual) | 315 | 0.125 | 107,073 | https://www.sec.gov/Archives/edgar/data/885639/000088563925000027/0000885639-25-000027-index.htm |
Notes:
- Multiple small “A-Award” entries appear to reflect dividend-equivalent accruals on director RSUs/restricted stock (nominal prices shown on Form 4) [insider-trades output].
- The 2022 open-market purchase (3,413 shares at $29.29) is a positive alignment signal [insider-trades output].
Shareholder Support Signals (2025 Annual Meeting)
| Item | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of John E. Schlifske | 44,662,136 | 4,167,465 | 265,517 | 28,193,936 . |
| Say-on-Pay (Advisory) | 26,847,609 | 21,735,883 | 511,627 | 28,193,936 . |
| Shareholder proposal on executive severance votes | 5,052,500 | 43,315,928 | 726,690 | 28,193,936 . |
Governance Assessment
- Board effectiveness: Schlifske chairs two core committees (Finance; Nominating & ESG), central to balance sheet oversight, capital allocation, governance structure, and ESG strategy. Committee meeting cadence (Finance 6; Nominating & ESG 3) supports active oversight .
- Independence and attendance: Affirmed independent; attendance thresholds met; robust executive session practices under an independent Chair .
- Ownership alignment: Meaningful personal holdings, time-based equity, and strict anti-hedging policy; director ownership guidelines (5x retainer) met for long-tenured directors, including Schlifske .
- Compensation mix: Modest cash retainer ($125k) with equity-heavy structure and additional equity for committee chairs; no meeting fees; directors may defer equity awards—structure favors long-term alignment and continuity .
- Conflicts and related parties: Annual independence reviews found any business partner relationships immaterial; no related person transactions in FY2024—low conflict risk .
- Investor confidence: Strong “For” votes for Schlifske’s election; say-on-pay approved (close margin reflects broader company performance context); shareholder proposal to tighten severance beyond existing cash limits failed—board’s existing policy judged adequate by investors .
RED FLAGS: None disclosed specific to Schlifske. Hedging/Pledging restricted; no related-party transactions; attendance compliant; no option repricing; director pay program consistent year-over-year .