Nick Jones
KOHLSAbout Nick Jones
Nick Jones (age 52) is Chief Merchandising Officer at Kohl’s, appointed effective March 2023, after serving as CEO of Joules Group and senior merchandising leadership roles at ASDA/Walmart UK and Marks & Spencer . He oversees Kohl’s merchandise strategy and omnichannel merchandising; his pay is heavily at-risk tied to AIP (Merchandise Sales, Operating Margin) and LTIP (Net Sales, Operating Margin, TSR modifier), with 2024 AIP paying 0% amid below-threshold results—indicating rigorous targets . Company fundamentals during his tenure show revenue declining from FY 2023 to FY 2025 and EBITDA variability (see table; values sourced from S&P Global) * *.
Company Performance Context (FY, USD Millions)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues | 17,161* | 16,586 | 15,385 |
| EBITDA | 1,076* | 1,466* | 1,241* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Joules Group | Chief Executive Officer | 2019–2022 | Led premium lifestyle brand across DTC and wholesale; multi-channel growth focus . |
| ASDA/Walmart UK | Chief Merchant; managed George brand | ~2009–2019 | Drove category and international expansion of multi‑billion George brand; broad merchandise leadership . |
| Marks & Spencer | Merchandise & business leadership roles | ~1994–2009 | Led Home, Beauty, Women’s categories across 15 years . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Not disclosed | — | — |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 781,251 | 900,000 |
| Notes | Offer letter sets annualized salary at $900,000 . | No base increase disclosed . |
Performance Compensation
Annual Incentive Plan (AIP)
| Plan Year | Metric | Weight | Target Definition | Actual Result | Weighted Payout |
|---|---|---|---|---|---|
| 2023 | Merchandise Sales | 50% | Company-set | $16,497M | 77.9% |
| 2023 | Operating Income (adjusted) | 50% | Company-set | $719M (adjusted) | 93.2% |
| 2023 | Overall | — | — | — | 85.6% |
| 2024 | Merchandise Sales | 60% | Company-set | $15,305M | 0% |
| 2024 | Operating Margin (adjusted) | 40% | Company-set | 3.1% | 0% |
| 2024 | Overall | — | — | — | 0% |
- Nick’s 2023 AIP payout earned: $1,078,560 (part guaranteed; see bonus details below) .
- 2024 AIP payout: $0 for all NEOs due to below-threshold results .
Long-Term Incentive Plan (LTIP) Structure (2024–2026 grant; Nick Jones)
| Component | Weight | Performance Metrics | Award Detail | Vesting |
|---|---|---|---|---|
| PSUs | 65% | Net Sales (50%), Operating Margin (50%); TSR ±25% modifier | Units: Threshold 19,147; Target 51,059; Max 127,648 | Cliff at FY 2026 end; modifier applied |
| RSUs | 35% | Time-based | 30,400 RSUs | 25% per year over four years |
Multi-Year Compensation (Nick Jones)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 781,251 | 1,380,000 | 1,999,987 | 448,560 | 456,263 | 5,066,061 |
| 2024 | 900,000 | — | 2,300,000 | — | 235,074 | 3,435,074 |
- 2023 Bonus includes $750,000 sign-on and $630,000 guaranteed AIP minimum per offer letter; actual AIP earned was $1,078,560 .
- 2024 “All Other” includes automobile (imputed $24,067), tax advisory ($13,303), relocation/tax reimbursements ($49,515), supplemental health coverage ($50,000) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 22,100 shares; <1% of outstanding . |
| Unvested RSUs | 32,545 vest 25% on 3/27/2025–2027; 32,947 vest 25% on 3/25/2025–2028 . |
| Outstanding PSUs | 59,045 (2023–2025; assumes Target), 20,752 (2024–2026; assumes Threshold); scheduled vest Mar 2026/2027 . |
| Options | None outstanding; company has not been granting options in recent years . |
| Pledging/Hedging | Prohibited under Kohl’s policy . |
| Ownership Guidelines | 3× base salary for NEOs; executives were verified compliant in 2024 . |
Employment Terms
- Executive Compensation Agreement: Good reason/involuntary termination severance equals 2× base salary (lump sum; Jones), up to 2 years health coverage (COBRA subsidy), and up to $20,000 outplacement; pro‑rated bonus at year-end performance; 1‑year non‑compete; no tax gross‑ups .
- Change of Control: Double-trigger; 2× salary plus average AIP bonus over prior three years, health coverage and outplacement; equity acceleration as follows—RSUs accelerate only if not assumed or with qualifying termination; PSUs vest at Target on CoC with continued time vesting or immediately at Target upon qualifying termination/not assumed .
- Clawback: Executive Officer Compensation Recovery Policy adopted Aug 2023 (SEC/NYSE compliant) .
Potential Payments (Nick Jones; assuming termination on Feb 1, 2025; $13.21 share price)
| Scenario | Severance ($) | Health ($) | Outplacement ($) | Accelerated RSUs ($) | Accelerated PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary (no CoC) | 1,800,000 | 21,323 | 20,000 | 501,355 | — | 2,342,677 |
| Good Reason/Involuntary (post CoC) | 3,957,120 | 21,323 | 20,000 | 865,137 | 1,510,966 | 6,374,546 |
| Disability | 450,000 | — | — | 865,137 | 1,054,095 | 2,369,233 |
| Death | 450,000 | — | — | 865,137 | 1,510,966 | 2,826,104 |
Compensation Structure Analysis
- Mix shift toward performance: LTIP increased to 65% PSUs/35% RSUs in 2024, emphasizing financial outcomes; no options granted—reducing windfall risk .
- AIP rigor: 2024 AIP set at Merchandise Sales (60%) and Operating Margin (40%); paid 0% due to below-threshold performance; consistent with pay-for-performance philosophy .
- LTIP rigor: 2022–2024 PSU tranche paid 0% (below threshold cumulative Net Sales/Operating Margin/Operating Cash Flow); TSR modifier applied only when financial goals earned .
- Governance safeguards: Clawback; hedging/pledging ban; shareholder-approved severance caps (2.99× cash) policy .
SAY-ON-PAY & Shareholder Feedback
| Year | Say-on-Pay Support | Shareholder Outreach |
|---|---|---|
| 2023 | 93% support | Reached out to >70% of outstanding; engaged ~35% . |
| 2024 | 92% support | Reached out to >70%; engaged ~35% . |
Equity Award Vesting Schedules (Selected)
| Award | Units | Vesting Dates |
|---|---|---|
| RSU grant (3/27/2023) | 32,545 | 25% on 3/27/2025, 2026, 2027 . |
| RSU grant (3/25/2024) | 32,947 | 25% on 3/25/2025, 2026, 2027, 2028 . |
| PSU (2023–2025) | 59,045 (Target) | Vests Mar 2026 per plan; payout contingent . |
| PSU (2024–2026) | 20,752 (Threshold) | Vests Mar 2027 per plan; payout contingent . |
Employment & Contracts
- Executive Compensation Agreement in place; severance/change-of-control protections; 1-year non‑compete; COBRA subsidy; outplacement; pro‑rated bonus; no gross-ups .
- Equity acceleration terms adhere to double-trigger; PSUs deemed Target upon CoC with structure-specific timing .
- No single-trigger cash severance; severance cash capped by policy requiring shareholder ratification above 2.99× cash limit .
Investment Implications
- Alignment: High at-risk pay (AIP/PSUs) with stringent hurdles; 2024 AIP zero payout and 2022–2024 PSU forfeiture underscore compensation discipline—reducing pay inflation risk .
- Retention: Material unvested RSUs/PSUs through 2027 and moderate 2× salary severance reduce near-term departure risk .
- Execution focus: Merchandising leadership coincides with Sephora growth (25%+) and underpenetrated category traction, but overall 2024 sales/margins missed thresholds—monitor AIP/LTIP metrics versus progress in assortments/value strategies .
- Governance: Clawback, hedging/pledging ban, severance policy, and strong say-on-pay support lower governance red flags .
References:
Note: Revenue and EBITDA values marked with an asterisk were retrieved from S&P Global.