Jonas Prising
KOHLSAbout Jonas Prising
Jonas Prising (age 60) is an independent Director of Kohl’s Corporation, serving since 2015. He is Chair and Chief Executive Officer of ManpowerGroup (CEO since 2014; Chair since 2015) and brings deep human capital, global operations, and finance oversight experience; at Kohl’s he serves as Chair of the Compensation Committee, and is designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ManpowerGroup | Chief Executive Officer | 2014–present | Oversees finance/accounting/reporting; leads ~26,700 FTEs across 2,100+ offices; board Chair since 2015 |
| ManpowerGroup | Chair of the Board | 2015–present | Board leadership and strategy oversight |
| ManpowerGroup | President (Company) | 2012–2014 | Executive leadership progression |
| ManpowerGroup | President, Americas | 2009–2014 | Regional P&L leadership |
| ManpowerGroup | Executive Vice President | 2006–2010 | Senior corporate leadership |
| Electrolux | Various international roles including Divisional Head of Global Sales & Marketing | ~10 years (prior to ManpowerGroup) | International retail/product development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ManpowerGroup | Director | 2014–present | Current public company directorship |
| World Business Council for Sustainable Development (WBCSD) | Commissioner and Co‑Chair, Business Commission to Tackle Inequality | 2022–present | Non-profit/industry body governance role |
Board Governance
- Independence: The Board affirmatively determined all Directors other than the CEO and former CEO to be independent; Prising is listed as an independent Director .
- Committee assignments: Compensation Committee Chair; other current committee memberships are as shown in the proxy committee matrix; he is not shown as a member of Audit/Nominating/Finance in the 2025 committee table .
- Committee activity: Compensation Committee held 5 meetings in fiscal 2024 .
- Board attendance: Each incumbent Director standing for election in 2025 attended at least 75% of Board and committee meetings in fiscal 2024; the full Board met 6 times; non‑employee Directors met in executive sessions with each regular Board meeting .
- Board leadership: The Board is led by an independent Chair (Michael J. Bender) .
- Limits on board service: CEOs/Section 16 officers of public companies may serve on a maximum of one other public company board; the company reports all Directors are in compliance with these limits .
Fixed Compensation (Director)
| Component (Fiscal 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee Director retainer |
| Equity awards (grant date fair value) | $169,998 | Aggregate for 2024; base annual equity is $145,000 plus $25,000 for Compensation Committee Chair; Prising’s reported total aligns with this structure |
| Total (cash + equity) | $294,998 | Sum of fiscal 2024 Director compensation |
Program mechanics:
- Equity form/vesting: Restricted Stock (or if elected, deferred RSUs) granted after the Annual Meeting; vests at the earlier of next Annual Meeting or first anniversary of grant; deferred RSUs settle upon termination of Board service. Dividend equivalents accrue .
- Chair/committee equity premia (additional annual equity): Chair of the Board $200,000; Audit Chair $30,000; Compensation Chair $25,000; Nominating & ESG Chair $20,000; Finance Chair $15,000 .
- No meeting fees; reasonable expenses reimbursed .
Performance Compensation (Company programs overseen by Compensation Committee)
Kohl’s executive pay is tied to objective metrics; as Compensation Committee Chair, Prising oversaw programs that produced zero incentive payouts in 2024, signaling goal rigor.
| Plan | Metric(s) | Weight | Result | Payout Outcome |
|---|---|---|---|---|
| 2024 Annual Incentive Plan (AIP) | Merchandise Sales | 60% | $15.305B | Below Threshold → 0% payout |
| 2024 Annual Incentive Plan (AIP) | Operating Margin | 40% | 3.1% (adjusted) | Below Threshold → 0% payout |
| 2022–2024 LTIP (PSUs) | Cumulative Net Sales | 50% | $49.132B | Below Threshold → 0% earned |
| 2022–2024 LTIP (PSUs) | Cumulative Operating Margin | 25% | 2.9% (adjusted) | Below Threshold → 0% earned |
| 2022–2024 LTIP (PSUs) | Cumulative Operating Cash Flow | 25% | $2.109B (adjusted) | Below Threshold → 0% earned |
| Modifiers | Performance Index; TSR Modifier (+/−25%) | — | Not applicable | No effect since financial goals not met |
Context:
- 2024 AIP metrics: Merchandise Sales (60%), Operating Margin (40%); Maximum payout raised to 200% in 2024; no payout for NEOs due to underperformance .
- 2024–2026 LTIP metrics: Net Sales (50%), Operating Margin (50%); Operating Cash Flow removed starting 2024; PSU/RSU mix moved to 65%/35% for most NEOs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | ManpowerGroup (Director since 2014) |
| Committee interlocks | None. Compensation Committee Interlocks and Insider Participation: no interlocks/insider participation reported |
| Related-party/transactions | Nominating & ESG Committee reviewed potential relationships; no relationships deemed to impair independence; no material related person transactions in fiscal 2024 disclosed |
Expertise & Qualifications
- Current public company CEO; human capital management (global workforce recruiting and staffing scale) and finance/reporting oversight as CEO of ManpowerGroup .
- Prior international retail/product development leadership at Electrolux (global sales/marketing) .
- The Board-wide skills matrix reflects breadth across finance, operations, technology/digital, and human capital among nominees; Prising contributes CEO, human capital, and financial literacy strengths .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership of KSS common stock | 77,296 shares (<1% of class) as of March 12, 2025 record date |
| Unvested Director equity (RS/Deferred RSUs) | 7,180 shares as of February 1, 2025 |
| Stock ownership guideline | 5x annual cash retainer; compliance required within 5 years; all Directors with >5 years service (incl. Prising) in compliance as of end of fiscal 2024 |
| Hedging/pledging policy | Company governance framework includes “Restriction on Hedging and Pledging of Kohl’s Securities” within its policies |
Reference: Total shares outstanding were 111,323,544 as of the record date for the 2025 meeting (for context on percentage) .
Governance Assessment
- Strengths: Independent Director and Compensation Committee Chair with current CEO experience; rigorous pay-for-performance design produced 0% AIP and 0% LTIP outcomes for 2024/2022–2024, aligning pay with results and supporting say‑on‑pay outcomes (92% support in 2024) . Strong attendance and independent Board leadership with executive sessions bolster oversight .
- Alignment: Meaningful stock ownership with unvested equity and compliance with 5x retainer guideline; Director equity vests on a time basis but maintains alignment; no meeting fees; transparent chair premia paid in equity .
- Conflicts/Red flags: No compensation committee interlocks; no material related‑party transactions; independence reaffirmed; board service limits policy in place and Directors in compliance—mitigating over‑boarding risk for a sitting CEO .
- Watch items: Continued market scrutiny of executive pay outcomes and performance targets will reflect on Compensation Committee leadership; ongoing shareholder engagement (outreach to >70% of shares; engaged ~35%) supports responsiveness, which Prising as Chair should maintain .