Kohl's (KSS) executive compensation, 2026 proxy

Michael J. Bender, Chief Executive Officer, was paid $9M in fiscal 2025. The CEO-to-median-employee pay ratio was 593:1, on median employee pay of $15,859.

Filed
April 10, 2026
Annual meeting
May 20, 2026
Pay year
fiscal 2025
Named executives
6
CEO total pay
$9Mfiscal 2025
CEO to median employee
593:1median $15,859
CEO pay in equity
42%$3.8M in awards
Prior say-on-pay support
55%of votes cast
CEO Stock Awards
$3,775,003Granted upon interim CEO appointment
CEO Non-Equity Incentive
$3,641,818Annual incentive plan payout
PSU Payout Cap
127%Reduced from maximum 200%
Shareholder Outreach
70%Investors reached out to discuss compensation

How Bender was paid

$9M in total for fiscal 2025, as reported in the Summary Compensation Table. Equity awards are valued at grant, not at what they turned out to be worth.

Salary12%Stock awards42%Non-equity incentive40%All other compensation6%

Named executive officers

ExecutiveTotal
Michael J. BenderChief Executive Officer$9,044,466
Jill TimmChief Financial Officer$5,645,593
Fred HandSenior Executive Vice President, Director of Stores$5,152,495
Nick JonesChief Merchandising Officer$5,657,108
Christie RaymondChief Marketing Officer$3,780,930
Ashley BuchananFormer Chief Executive Officer$9,582,736

What changed and why

  • Michael J. Bender served as interim and then permanent CEO during fiscal 2025.
  • $9MTotal compensation for CEO Michael J. Bender reached $9,044,466 for the year.
  • 55%Approximately 55% of votes supported say-on-pay at the previous annual meeting.
  • 127%The compensation committee exercised negative discretion to cap PSU payouts at 127%.
  • Extensive shareholder outreach followed the disappointing prior say-on-pay vote support level.

About this page

Figures are automated and can be wrong; check the filing for the exact numbers. Totals follow SEC rules, which value stock and option awards at grant. Read the DEF 14A proxy statement for footnotes and the compensation committee's full reasoning.