Michael J. Bender
KOHLSAbout Michael J. Bender
Independent Chair of the Board at Kohl’s (since May 15, 2024), Director since 2019; age 63. Career operator with senior roles at Eyemart Express (CEO), Walmart (COO, Global eCommerce), Cardinal Health, L Brands/Victoria’s Secret, and PepsiCo, bringing deep omni‑channel, merchandising, and operations expertise to board oversight . Kohl’s 2024 context under his board leadership: net sales declined 7.2%, operating margin was 2.7%, and diluted EPS was $0.98, while SG&A was reduced 3.7% and operating cash flow reached $648M; LT/AIP payouts to executives were 0% on below‑threshold results, reinforcing pay-for-performance rigor . Five‑year “value of $100” TSR series (context for long‑horizon alignment): 2020: 106.88; 2021: 148.59; 2022: 82.19; 2023: 75.08; 2024: 41.57 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eyemart Express | President; President & CEO | 2017–2018; 2018–Apr 2022 | Led optical retail chain; multi‑year CEO/operator experience |
| Walmart | COO, Global eCommerce; EVP Walmart West; SVP Mountain; VP/GM Southwest | 2014–2017; 2011–2014; 2010–2011; 2009–2010 | Bridged digital/physical retail; large‑scale ops leadership |
| Cardinal Health | Senior roles | 2003–2007 | P&L and channel leadership in healthcare distribution |
| L Brands (Victoria’s Secret) | VP Store Operations | 1999–2002 | Store operations and merchandising execution |
| PepsiCo | Sales, finance, operations roles | ~15 years | Supply chain and commercial excellence foundation |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Acuity Brands (NYSE: AYI) | Director | Sep 2022–Present | Current public board |
Fixed Compensation (Director)
- Kohl’s non‑employee director program: $125,000 annual cash retainer; $145,000 annual equity grant (RS or deferred RSUs); additional equity: Chair $200,000; Committee Chairs Audit $30,000, Compensation $25,000, Nominating & ESG $20,000, Finance $15,000. Restricted shares/RSUs vest at the earlier of next annual meeting or first anniversary of grant; directors have 5x cash retainer stock ownership guideline and may not sell until compliant .
Director compensation – Michael J. Bender
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 125,000 | 125,000 |
| Equity awards grant-date fair value ($) | 164,992 | 344,999 |
| Total ($) | 289,992 | 469,999 |
Performance Compensation
- As a non‑employee director, Bender’s equity is time‑based, not performance‑based . For context on the executive pay‑for‑performance system he helps oversee as Compensation Committee member, the 2024 AIP used Merchandise Sales (60%) and Operating Margin (40%); results were below threshold and payout was 0% .
2024 Annual Incentive Plan (for executives; oversight context)
| Metric | Weight | Target/Threshold Framework | Actual Result | Payout |
|---|---|---|---|---|
| Merchandise Sales | 60% | Threshold/Target/Max structure | $15.305B | 0% |
| Operating Margin | 40% | Threshold/Target/Max structure | 3.1% (adjusted) | 0% |
| Overall | 100% | — | — | 0% |
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 12, 2025 record date): Bender 40,372 shares; includes 14,571 unvested restricted shares .
- Non‑employee director stock ownership guideline: ~5x annual cash retainer; all directors with >5 years’ service were in compliance as of fiscal year‑end (Bender joined 2019) .
- Insider trading policy: prohibits hedging and restricts pledging/derivative transactions; grants follow structured trading windows and timing policies; company has not granted stock options in recent years; no options outstanding in FY 2024 .
- Section 16 compliance: all required ownership/change reports timely filed in FY 2024 .
Ownership detail
| Item | Amount |
|---|---|
| Total beneficial shares | 40,372 |
| Unvested restricted stock (included above) | 14,571 |
| Shares outstanding (context) | 111,323,544 |
Employment Terms
- Role and independence: Independent Chair since May 15, 2024; Board affirmed independence of all then‑serving directors other than the CEO/former CEO; board leadership is independent .
- Committee roles (FY 2024–2025): Member of Audit, Compensation, Nominating & ESG, and Finance; Chair of Executive Committee; prior Chair of Nominating & ESG until the 2024 annual meeting .
- Meetings/attendance: Board met 6 times in FY 2024; committees met Audit 8, Compensation 5, Nominating & ESG 3, Finance 6; each incumbent director attended ≥75% of applicable meetings .
- Director compensation policy adopted Feb 2024 with ability to elect deferred RSUs; vesting as described above .
- No related‑party transactions in FY 2024; annual related‑party review conducted by Nominating & ESG Committee .
- Governance protections: executive compensation recovery (clawback) policy adopted Aug 2023; executive officer cash severance policy requiring shareholder ratification for cash severance >2.99x; hedging/pledging restrictions; majority voting in uncontested director elections .
Board Governance
- Committees and composition (selected):
- Audit (all independent; 8 meetings in FY 2024) – Bender member .
- Compensation (all independent; 5 meetings) – Bender member .
- Nominating & ESG (all independent; 3 meetings) – Bender member (was Chair until 2024 annual meeting) .
- Finance (majority independent; 6 meetings) – Bender member .
- Executive Committee – Bender is Chair .
- Compensation Committee uses independent advisor Semler Brossy; independence annually assessed; active shareholder outreach (>70% of outstanding contacted; ~35% engaged in 2024); say‑on‑pay approval >92% in 2024 .
Director Compensation (detail)
| Program Element | Amount/Terms |
|---|---|
| Annual cash retainer | $125,000 (paid quarterly) |
| Annual equity | $145,000 grant‑date fair value (RS or deferred RSUs) |
| Chair of the Board – additional equity | $200,000 grant‑date fair value |
| Committee Chair – additional equity | Audit $30,000; Compensation $25,000; Nominating & ESG $20,000; Finance $15,000 |
| Vesting | Earlier of next annual meeting or 1‑year anniversary; dividend equivalents accrue |
| Stock ownership guideline | ~5x annual cash retainer; no sales until compliant |
Board Service History and Dual‑Role Considerations
- Director since 2019; Independent Chair since May 2024; serves on all four standing committees and chairs the Executive Committee .
- Governance structure separates Chair and CEO (CEO is Ashley Buchanan), mitigating CEO/Chair concentration concerns and supporting independent oversight .
Investment Implications
- Alignment and oversight: As Independent Chair and Compensation Committee member, Bender oversees a framework with rigorous performance goals (0% AIP and PSU payouts for FY 2024 performance) and an active clawback, anti‑hedging/pledging, and majority vote regime—positive for pay‑performance alignment and risk control .
- Ownership and incentives: Meaningful beneficial holdings (including unvested equity) and 5x ownership guideline support skin‑in‑the‑game; director equity vests annually, which can create periodic liquidity events but is standard and time‑based (no performance windfalls) .
- Governance quality: Independent board leadership, broad committee participation, no FY 2024 related‑party transactions, and high say‑on‑pay support indicate strong governance—reducing governance discount risk .
- Monitoring signals: Track future Form 4 filings for any material sales post‑vesting and any changes in committee leadership or board composition; watch execution against 2025 priorities as the board oversees a multiyear turnaround (2024 sales −7.2%, OM 2.7%) .