Yael Cosset
KOHLSAbout Yael Cosset
Yael Cosset (age 51) is Executive Vice President and Chief Digital Officer at The Kroger Co., and has served on Kohl’s Board since 2020 . He is an independent director and the current Chair of Kohl’s Audit Committee; the Board has designated him an “audit committee financial expert” under SEC rules . His background spans retail digital transformation, e-commerce, data/analytics, and technology leadership, with industry recognitions from NRF and Business Insider .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kroger Co. | EVP & Chief Digital Officer | Mar 2025–present | Leads eCommerce and alternative profit portfolios; oversees 84.51° LLC functions |
| The Kroger Co. | SVP & CIO | Feb 2019–Mar 2025 | Responsible for technology function; oversight of 84.51° added July 2020 |
| The Kroger Co. | Global VP & Chief Digital Officer | 2017–Feb 2019 | Digital strategy; eCommerce growth |
| 84.51° LLC (Kroger subsidiary) | CIO & Chief Commercial Officer | 2015–2017 | Data/analytics commercialization |
| dunnhumby Limited | Global CIO | 2010–2015 | Global data platform leadership |
| MicroStrategy Incorporated | Senior management roles | 2000–2009 | Enterprise software/product roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other public company boards | None | — | KSS proxy lists no other current public boards for Cosset |
| Awards/Recognition | NRF Foundation, Business Insider | 2017–2024 | Recognized among leaders shaping/transforming retail |
Board Governance
- Independence: Affirmed by the Nominating & ESG Committee and the full Board; all directors are independent except the CEO (Ashley Buchanan) and former CEO (Thomas Kingsbury) .
- Committee assignments: Audit Committee Chair; member of the Executive Committee .
- Audit financial expert: Board designated Cosset and Wendy Arlin as audit committee financial experts .
- Attendance and engagement: Board met 6 times in FY2024; Audit Committee met 8; Compensation 5; Nominating & ESG 3; Finance 6. All incumbent directors standing for election attended at least 75% of their meetings; non‑employee directors held regular executive sessions .
- Board service limits: Non‑employee directors who are Section 16 officers of public companies may serve on a maximum of one other public company board beyond their employer and Kohl’s; all directors are in compliance. Cosset holds no other public company boards beyond his executive role at Kroger .
- Leadership: Independent Chair (Michael Bender); four standing committees with independent membership (CEO participates in Finance) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly in arrears |
| Equity award (grant‑date fair value) | $175,001 | Director annual equity program; higher amount reflects Audit Chair incremental award |
| Standard director equity program (reference) | $145,000 | Typical annual equity grant (Restricted Stock or deferred RSUs) for non‑employee directors |
| Chair incremental equity (reference) | $30,000 | Audit Chair incremental equity grant value |
| Vesting & rights | Time‑based vesting by next Annual Meeting or first anniversary; voting/dividend rights; RSUs may be elected and settled upon Board departure if deferred |
Performance Compensation
Kohl’s director pay is not tied to performance metrics; however, the company’s pay‑for‑performance framework for executives (overseen by the Compensation Committee) provides context for governance quality.
| Metric (AIP FY2024) | Weight | Result | Weighted Payout % |
|---|---|---|---|
| Merchandise Sales | 60% | $15.305B | 0% payout; below Threshold |
| Operating Margin (adjusted) | 40% | 3.1% | 0% payout; below Threshold |
| Overall AIP achievement | — | — | 0%; no annual cash incentives earned |
| Metric (LTIP 2022–2024) | Weight | Result | Outcome |
|---|---|---|---|
| Cumulative Net Sales | 50% | $49.132B | Below Threshold; 0 PSUs earned |
| Cumulative Operating Margin (adjusted) | 25% | 2.9% | Below Threshold; 0 PSUs earned |
| Cumulative Operating Cash Flow (adjusted) | 25% | $2.109B | Below Threshold; 0 PSUs earned |
| Modifiers (Performance Index; TSR ±25%) | — | Not applicable | No effect since no PSUs earned |
Say‑on‑pay support: 93% approval in 2023; 92% approval in 2024; shareholder engagement with >70% outreach and ~35% direct engagement in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| — | — | — | No other public company board service disclosed for Cosset |
| Business partners/charitable ties (Board‑wide) | Various | — | The Nominating & ESG Committee reviewed director‑related relationships; all were immaterial, arm’s‑length, and did not affect independence . |
Expertise & Qualifications
- Technology/e‑commerce/data analytics leadership; leads Kroger’s digital strategy and eCommerce businesses .
- Senior leadership and operations experience across enterprise software and retail analytics; prior CIO roles and global commercial responsibilities .
- Audit Committee financial expertise designated by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent of Class | Unvested RS/RSU (#) |
|---|---|---|---|
| Yael Cosset | 28,142 | <1% | 7,391 (includes accrued but unvested dividend equivalents) |
- Director stock ownership guidelines: Non‑employee directors must hold stock equal to ~5x the annual cash retainer; unvested RS and deferred RSUs count; directors may not sell KSS stock until meeting the guideline; directors with >5 years of service were in compliance as of FY2024 .
- Hedging/pledging: Company maintains restrictions on hedging and pledging of Kohl’s securities (see Insider Trading Policy/Statement on Securities Trading) .
Governance Assessment
- Strengths: Independent Audit Chair with SEC‑designated financial expertise; robust committee activity (8 Audit meetings in FY2024); strong say‑on‑pay support signaling investor confidence in compensation governance; regular executive sessions and independent Board leadership .
- Alignment: Balanced director pay mix (cash + equity) with incremental equity for chair duties; meaningful personal ownership and unvested equity; director ownership guidelines enhance alignment and restrict sales until compliance .
- Conflicts/related‑party risk: No related‑person transactions disclosed for FY2024; independence affirmatively determined; Board‑wide reviews found any third‑party business relationships immaterial and arm’s‑length .
- Risk controls: Annual compensation risk assessment; 2023 clawback (Compensation Recovery Policy) adopted; compensation plans assessed to avoid material risk to Kohl’s .
- RED FLAGS: None disclosed for Cosset regarding attendance, related‑party transactions, hedging/pledging, or low say‑on‑pay; directors attended ≥75% of meetings; independence affirmed .