Jennifer Kent
About Jennifer J. Kent
Independent director since December 2020; age 53 in 2025. Chief Legal Officer and Corporate Secretary of Kohl’s Corporation since February 2023. Previously Executive Vice President and Chief People & Legal Officer at Quad/Graphics (2015–2023, with earlier roles since 2010), and legal roles at Harley-Davidson (2003–2010). Education: J.D., Stanford University; B.A. in Journalism, University of Iowa. Tenure on MEC board: since December 2020.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quad/Graphics, Inc. | EVP and Chief People & Legal Officer (previously EVP Administration, General Counsel & Secretary) | 2015–2023 | Joined Aug 2010 as Assistant General Counsel; promoted to VP & General Counsel Dec 2013 |
| Harley-Davidson Motor Company | Legal Department (including Associate General Counsel) | 2003–2010 | Various legal roles |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Kohl’s Corporation | Chief Legal Officer and Corporate Secretary | Feb 2023 | Current external executive role; no MEC related-party transactions disclosed in 2024–2025 |
Board Governance
- Independence: Board determined all non‑employee directors (including Kent) are independent under NYSE standards.
- Board leadership: Independent, non‑executive Chair since July 2022.
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting.
- Attendance: Board met 4 times in 2024, 5 times in 2023, 7 times in 2022; each director attended ≥75% of Board/committee meetings each year.
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation Committee | Chair | 3 | Committee members meet NYSE independence; consultant Pearl Meyer retained (no conflicts) |
| Nominating & Corporate Governance | Member | 1 | Committee members meet NYSE independence |
| Audit Committee | Not a member | 4 | Audit Committee composition excludes Kent |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | 71,000 | 125,006 | 196,006 |
| 2023 | 54,000 | 125,012 | 179,012 |
| 2024 | 52,000 | 125,010 | 177,010 |
Additional director pay structure (2024): annual retainer $40,000; chair retainers (Audit $15,000; Compensation $12,000; Nominating $10,000); annual RSU grant target $125,000; non‑exec Chair gets $35,000 cash + $25,000 RSUs; $1,000 per committee meeting only beyond 10 annually. RSUs generally vest at 1 year or next annual meeting; directors may defer settlement.
Performance Compensation
- Director equity awards are time-based RSUs; no director performance-based equity disclosed.
- As Compensation Committee Chair, Kent oversees NEO pay programs; 2024 annual incentive metrics: Adjusted EBITDA and Free Cash Flow, 50% weight each; payout achieved 135.2% of target.
| 2024 NEO Annual Incentive Metrics | Weight | Threshold | Target | Maximum | Actual | % of Target Achieved |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 57.0 | 76.0 | 91.2 | 65.3 | 71.8% |
| Free Cash Flow ($M) | 50% | 33.8 | 45.0 | 54.0 | 53.9 | 198.6% |
| Total Payout | — | — | — | — | — | 135.2% |
Long-term incentives oversight: 2024 mix 30% PSUs/70% RSUs; 2025 increased to 50% PSUs/50% RSUs. PSU metrics: ROIC and Adjusted EBITDA; payout range 50%–200% of target over 3 years.
Other Directorships & Interlocks
| Entity/Person | Relationship | Details | Conflict Status |
|---|---|---|---|
| Quad/Graphics, Inc. | Kent prior executive; Rothman current MEC director also serves as Quad/Graphics director | Kent served 2010–2023; Rothman is director of Quad/Graphics | Network interlock; not itself a related-party transaction |
| QuadMed, LLC (subsidiary of Quad/Graphics) | Related-party transaction in 2022 | MEC paid ~$528,000 for employee health services; Audit Committee deemed fair and at arm’s-length | Historical exposure; no related-party transactions in 2023–2024 |
Expertise & Qualifications
- Broad leadership across legal, HR, compliance, communications, government affairs, real estate, safety & environmental at public companies.
- Legal training (Stanford Law) and public company governance experience; relevant to chairing Compensation and serving on Nominating & Governance.
Equity Ownership
| As-of Date | Shares Beneficially Owned | RSUs Receivable ≤60 Days | % of Outstanding |
|---|---|---|---|
| Feb 21, 2025 | 39,467 | 9,026 | <1% (*) |
| Feb 16, 2024 | 30,441 | 9,721 | <1% (*) |
| Feb 17, 2023 | 20,720 | 14,485 | <1% (*) |
Insider trading policy prohibits hedging, derivatives, margin accounts, and pledging of company stock by directors.
Governance Assessment
- Strengths:
- Independent director, chairs Compensation Committee; committee uses independent consultant (Pearl Meyer) and increased performance-based LTIs (PSUs) in 2025, signaling alignment with shareholder value.
- Robust prohibitions on hedging/pledging; regular executive sessions; independent Chair supports Board oversight.
- Attendance at or above 75% threshold across years.
- Alignment:
- Director pay mix balanced between cash retainers and time-based RSUs; equity vests annually; Kent holds RSUs outstanding, enhancing alignment.
- Conflicts/Related Parties:
- Historical 2022 related-party transactions with QuadMed while Kent was at Quad; Audit Committee approved as arm’s-length. No related-person transactions in 2023–2024.
- Shareholder Signals:
- First say-on-pay vote scheduled in 2025; Board recommends annual frequency (1 year). Monitoring early outcomes will reflect investor confidence in Compensation Committee leadership.
RED FLAGS (monitor): Historical related-party services with QuadMed in 2022 (now ceased); interlock via Quad/Graphics network should be monitored for future transactions.
Positive signals: Performance-linked PSU framework and increased weighting in 2025; no tax gross-ups in change-of-control agreements; strict anti-hedging/pledging.