Wendy Arlin
KOHLSAbout Wendy Arlin
Wendy Arlin, age 54, is an independent director of Kohl’s Corporation since 2023, serving on the Audit and Finance Committees and designated by the Board as an “audit committee financial expert.” She is the former CFO of Bath & Body Works (Aug 2021–Jul 2023), previously SVP Finance & Controller at L Brands (2005–Jul 2021), and began her career in KPMG’s audit practice (1993–2005) . She is currently a director of The Wendy’s Company (since Dec 2023) and WK Kellogg Co. (since Oct 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bath & Body Works | Chief Financial Officer | Aug 2021 – Jul 2023 | Oversaw finance, ERM, procurement, investor/media relations |
| L Brands | SVP Finance & Controller | 2005 – Jul 2021 | Led SEC reporting, accounting, FP&A; guided restructuring incl. spin-off of Victoria’s Secret and multiple M&A |
| KPMG | Audit Practice | 1993 – 2005 | Audit experience; developed extensive financial reporting expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| The Wendy’s Company | Director | Dec 2023 – Present | Public company board service |
| WK Kellogg Co. | Director | Oct 2023 – Present | Public company board service |
Board Governance
- Committee assignments: Audit Committee member; Finance Committee member; designated audit committee financial expert alongside the Audit Chair .
- Independence: Board affirmatively determined she is independent under NYSE standards; relationships reviewed and deemed immaterial (charitable and ordinary-course business partner relationships) .
- Board leadership: Independent Chair of the Board (Michael J. Bender) .
- Evaluations and refresh: Annual Board and committee evaluations; active refreshment and skills matrix coverage .
- Meetings and attendance: Board met 6 times; Audit 8; Finance 6; each incumbent director standing for election attended at least 75% of meetings of the Board and committees on which they served in FY2024; all 11 directors standing in 2024 attended the 2024 Annual Meeting .
Fixed Compensation
| Component (Director Program) | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly in arrears |
| Annual equity award (grant-date fair value) | $145,005 | Restricted Stock or deferred RSUs; vest on earlier of next Annual Meeting or first anniversary; directors may elect deferred RSUs settled upon end of service |
| Meeting fees | $0 | No additional meeting fees; travel/education seminar expenses reimbursed |
| Committee chair equity adders (structure) | Audit $30,000; Comp $25,000; Nominating & ESG $20,000; Finance $15,000 | Arlin is not a chair; independent Chair receives $200,000 additional equity |
| Wendy Arlin – FY2024 total | $270,005 | $125,000 cash + $145,005 equity |
Additional equity detail: Each reelected director at the 2024 Annual Meeting received 5,651 Restricted Stock shares (or deferred RSUs); committee chairs received up to an additional 1,169 shares; the independent Chairman received an additional 7,794 shares .
Performance Compensation
Directors do not receive performance-based cash incentives; equity awards are time-based with standard vesting schedules . Board oversight of pay-for-performance is evidenced by rigorous executive incentive outcomes in FY2024:
| Program | Metric | Weight | FY Result | Payout Outcome |
|---|---|---|---|---|
| Annual Incentive Plan (AIP) FY2024 | Merchandise Sales | 60% | $15.305B | 0% (below Threshold) |
| Annual Incentive Plan (AIP) FY2024 | Operating Margin | 40% | 3.1% (adjusted) | 0% (below Threshold) |
| LTIP 2022–2024 (Cumulative) | Net Sales | 50% | $49.132B | 0% (below Threshold) |
| LTIP 2022–2024 (Cumulative) | Operating Margin | 25% | 2.9% (adjusted) | 0% (below Threshold) |
| LTIP 2022–2024 (Cumulative) | Operating Cash Flow | 25% | $2.109B (adjusted) | 0% (below Threshold) |
Notes: FY2024 AIP metrics and weights (Merchandise Sales 60%, Operating Margin 40%) and LTIP metrics/weights (Net Sales 50%, Operating Margin 50% for 2024–2026; 2022–2024 included Operating Cash Flow) are set by the Compensation Committee; payouts were zero for FY2024 AIP and 2022–2024 LTIP .
Other Directorships & Interlocks
| Entity | Relationship to Kohl’s | Board determination |
|---|---|---|
| Charitable organizations served by some directors | Ordinary-course charitable contributions | Reviewed; immaterial; independence unaffected |
| Business partners where some directors serve/have interest | Small ordinary-course transactions | Reviewed; immaterial to both companies; arm’s length; directors not involved; independence unaffected |
Expertise & Qualifications
- Finance, accounting, SEC reporting, FP&A: Former CFO (Bath & Body Works) and Controller (L Brands); deep financial literacy; designated audit committee financial expert .
- Senior leadership and transformation: Led major restructuring and spin-off at L Brands; broad enterprise risk and procurement oversight .
- Audit and governance: KPMG audit background; committee service on Audit and Finance at Kohl’s .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested RS/RSUs | Percent of Class |
|---|---|---|---|
| Wendy Arlin | 6,128 | 6,124 | <1% |
- Stock ownership guidelines for directors: Required to own Kohl’s stock equal to ~5x annual cash retainer; must attain within five years of initial appointment; directors may not sell Kohl’s stock until meeting the guideline .
- Hedging policy: Directors and associates are prohibited from hedging transactions (puts, calls, short sales, similar) under Kohl’s Statement on Securities Trading .
Governance Assessment
- Strengths: Independent director; audit financial expert; sits on Audit and Finance Committees; Board led by independent Chair; robust evaluation, risk oversight, and strong governance practices (majority vote standard, annual elections, proxy access) .
- Alignment: Director compensation primarily equity-based with vesting aligned to service; stringent director ownership guidelines and no meeting fees; prohibition on hedging supports alignment .
- Attendance and engagement: Board/committees held 6/8/6 meetings respectively; incumbents met at least 75% attendance; all directors standing in 2024 attended the Annual Meeting, evidencing engagement .
- Conflicts: Nominating & ESG Committee’s independence review determined immaterial charitable/business relationships; no related person transactions in FY2024, reducing conflict risk .
- Shareholder confidence signals: Say‑on‑pay support >90% on average over the past decade; 92% in 2024; 93% in 2023, indicating broad investor alignment with compensation governance; severance discipline via policy capping cash severance >2.99x without shareholder ratification .
RED FLAGS
- None disclosed specific to Arlin: no related party transactions in FY2024; independence affirmed; attendance threshold met by incumbents; director pay structure is standard and largely equity-based .