Robbin Mitchell
KOHLSAbout Robbin Mitchell
Robbin Mitchell, age 60, is an independent director of Kohl’s Corporation and has served on the Board since 2021. She is a Senior Advisor at Boston Consulting Group and brings over 25 years of retail and e-commerce operating experience, with core credentials across operations management, marketing/brand management, and technology/e-commerce. She serves on Kohl’s Audit Committee and Nominating & ESG Committee, and is considered independent under NYSE standards per the Board’s annual review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group | Senior Advisor | Aug 2021–present | Fashion & Luxury leadership; advisory on strategy and growth |
| Boston Consulting Group | Partner & Managing Director | Jun 2016–Aug 2021 | Fashion & Luxury leadership team; strategic execution |
| Club Monaco | Chief Operating Officer | 2011–2015 | Led global retail operations incl. e-commerce & IT; operations discipline |
| Ralph Lauren | Senior executive roles (SVP Chief of Staff; SVP Global Business Process Integration & Supply Chain) | 2001–2011 | Multi-brand process integration and supply chain leadership |
| Tommy Hilfiger; GFT USA | Senior roles in strategy & operations | 1997–2000 | Apparel operations and strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler Companies | Director | Sep 2021–present | Board service; committee roles not disclosed in KSS proxy |
Board Governance
| Item | Detail |
|---|---|
| Kohl’s Committees | Audit Committee (member); Nominating & ESG Committee (member) |
| Committee Meeting Counts (FY2024) | Audit: 8; Compensation: 5; Nominating & ESG: 3; Finance: 6; Board: 6 |
| Attendance | Each incumbent director standing for election in 2025 attended at least 75% of applicable Board/committee meetings in FY2024 |
| Independence | Affirmed independent; Board determined all directors (except the CEO and former CEO) were independent after conflict review |
| Executive Sessions | Non-employee directors met in executive sessions with each regular Board meeting; presided by independent Chair |
| Board Leadership | Independent Chair: Michael J. Bender (since May 15, 2024) |
| Years on Kohl’s Board | Director since 2021 (≈4 years as of 2025) |
- Related party/conflicts review: Nominating & ESG Committee reviewed director relationships; business partner interactions deemed immaterial, arm’s length, with no director involvement in negotiations; no related person transactions in FY2024.
Fixed Compensation
| Component | Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Paid quarterly in arrears |
| Annual equity award (grant-date fair value) | $145,000 | Restricted Stock or, if elected, deferred RSUs; granted post-Annual Meeting; vests by next Annual Meeting or 1-year anniversary |
| Committee chair equity adders (if applicable) | Audit $30,000; Compensation $25,000; Nominating & ESG $20,000; Finance $15,000 | Only for chairs; Mitchell is not a chair |
| Chair of the Board equity adder | $200,000 | Not applicable to Mitchell |
2024 Director Compensation (Robbin Mitchell):
| Year | Fees Earned or Paid in Cash ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| FY2024 | 125,000 | 145,005 | 270,005 |
Performance Compensation
| Equity Award Type | Grant details | Vesting |
|---|---|---|
| Restricted Stock or Deferred RSUs (annual grant) | 5,651 shares awarded to each director reelected at the 2024 Annual Meeting (number applies firmwide) | Vests at next Annual Meeting or 1-year from grant; dividend equivalents accrue (if DRSUs) |
| Deferred RSUs option | Available at director election; settled at termination of Board service | No voting rights; dividend equivalents accrue |
As of Feb 1, 2025, Mitchell held 6,124 unvested Restricted Stock/Deferred RSUs from director grants.
Other Directorships & Interlocks
| Company | Sector | Note on potential interlock risk |
|---|---|---|
| Piper Sandler Companies | Investment banking/financial services | KSS disclosed immaterial ordinary-course business with certain companies where directors serve; independence affirmed after review |
Expertise & Qualifications
- Operations management: Led operations at Club Monaco; extensive apparel/supply chain leadership at Ralph Lauren.
- Marketing and brand management: Multi-brand experience across luxury and contemporary segments.
- Technology/e-commerce: Oversaw global e-commerce and IT in COO role; digital and retail tech familiarity.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (KSS common) | 15,530 shares | As of Mar 12, 2025 record date |
| Ownership % of shares outstanding | ~0.014% | 15,530 / 111,323,544 shares outstanding |
| Unvested director equity (RS/DRSUs) | 6,124 shares | As of Feb 1, 2025 |
| Pledged or hedged shares | Prohibited | Hedging and pledging by directors prohibited under KSS policy |
| Director ownership guideline | 5x annual cash retainer | Must meet within 5 years of Board appointment; unvested RS/DRSUs count |
Governance Assessment
- Committee contributions: Active roles on Audit and Nominating & ESG align with her operational and retail background; Audit met 8 times in FY2024, indicating substantive oversight cadence.
- Independence and conflicts: Board’s 2025 review affirmed independence; no related person transactions in FY2024; business partner interactions immaterial and arm’s length. This mitigates conflict risk.
- Engagement and attendance: At least 75% meeting attendance among incumbents; non-employee executive sessions at each regular meeting support independent oversight.
- Director pay alignment: Mix of cash retainer plus time-based equity promotes alignment without performance gaming; ownership guideline at 5x retainer reinforces skin-in-the-game; ability to elect deferred RSUs adds long-term orientation.
- Shareholder signals: Strong say-on-pay approvals (92% in 2024; 93% in 2023) support confidence in compensation governance framework she helps oversee.
RED FLAGS
- None disclosed: No related party transactions; hedging/pledging prohibited; independence affirmed; attendance threshold met. Monitor ordinary-course interactions with entities where directors serve, though KSS deems them immaterial and arm’s length.
Overall, Mitchell’s retail operations and digital commerce expertise, coupled with independent committee roles, support Board effectiveness; compensation and ownership structures align director incentives with shareholder interests.