8-K: Kohl's Appoints Michael Bender as Permanent CEO

Kohl's Corporation has officially appointed Michael J. Bender as its Chief Executive Officer, effective November 23, 2025, following his tenure as interim CEO.

Summary

• Kohl's Corporation's Board of Directors appointed Michael J. Bender as Chief Executive Officer, effective November 23, 2025.
• Mr. Bender previously served as Interim Chief Executive Officer since May 1, 2025.
• He will continue to serve on the Company's Board and as a member of its Finance Committee.
• His compensation package includes an annualized base salary of $1,475,000.
• He is eligible for an Annual Incentive Plan with a target of 175% of his base salary, with a 2025 fiscal year prorated bonus.
• His annual long-term incentive target is no less than $9,500,000, with eligibility for annual equity awards beginning in Spring 2026, expected to consist of 60% Performance Share Units (PSUs) and 40% Restricted Stock Units (RSUs).
• Other benefits include eligibility for a personal security program, health plans, other benefit plans and perquisites, personal use of company aircraft capped at $200,000 per year, and a $160,000 lump sum payment to assist with establishing a residence in the Milwaukee area.
• The appointment follows a comprehensive search conducted by an external firm.

Sentiment

Score: 7

Explanation: The appointment of a permanent CEO provides leadership stability and continuity, which is generally positive. The executive's extensive experience and the board's unanimous decision instill confidence. The compensation package is substantial but aligns with a major public company CEO role. No negative financial or operational news is presented in this filing.

Positives

• Formalizes leadership with an experienced executive who has already served as interim CEO, providing continuity and stability.
• Michael Bender has 30 years of leadership experience across retail and consumer goods companies, including significant roles at Eyemart Express, Walmart Inc., L Brands, Inc., and PepsiCo, Inc.
• The Board conducted a comprehensive search and unanimously appointed Mr. Bender, indicating strong confidence in his leadership.
• Mr. Bender's continued service on the Board and Finance Committee ensures ongoing strategic oversight and integration with corporate governance.

Negatives

• No explicit negatives are detailed in this filing.

Risks

• The company's actual results could differ materially from forward-looking statements due to certain risks and uncertainties.
• Risks are described more fully in Item 1A of the Company's Annual Report on Form 10-K and Item 1A of Part II of the Company's Quarterly Report on Form 10-Q for the first quarter of fiscal 2025, which are incorporated by reference.

Future Outlook

Michael Bender expressed motivation to accelerate Kohl's transformation and reestablish its leadership position by prioritizing customers. The company intends to continue its long-term strategy and purpose to serve families.

Management Comments

• "Over the past several months as interim CEO, Michael has proven to be an exceptional leader for Kohl's – progressively improving results, driving short and long-term strategy, and positively impacting cultural change." John Schlifske, Board Chair.
• "With three decades of leadership experience across retail and consumer goods companies and a deep commitment to the Kohl's brand, we are confident Michael will continue to lead the Company forward in a way that will benefit our associates, customers, and shareholders." John Schlifske, Board Chair.
• "I'm honored to take on the role of CEO at Kohl's. Working with the teams over the last six months has deepened my love of this company and my conviction in what's possible for our future." Michael J. Bender, CEO.
• "Kohl's has a storied and important role in the retail industry, serving and celebrating families with great products, compelling value, and a differentiated shopping experience. I'm looking forward to reestablishing our leadership position by putting our customers first every day." Michael J. Bender, CEO.
• "While we're pleased by our recent progress, we're deeply motivated to accelerate our transformation – together with our partners, vendors, and incredible Kohl's associates all across the country." Michael J. Bender, CEO.

Industry Context

The appointment of a permanent CEO with extensive retail and consumer goods experience, including at major players like Walmart, signals Kohl's commitment to navigating the competitive and evolving retail landscape. This move aims to stabilize leadership and drive strategic transformation in an industry facing significant shifts towards omnichannel presence and customer-centric approaches, as evidenced by the explicit mention of key competitors in the executive's non-compete clause.

Comparison to Industry Standards

• Michael Bender's compensation package, including a base salary of $1.475 million and an annual long-term incentive target of $9.5 million, appears competitive for a CEO of a major publicly traded retail corporation like Kohl's (NYSE: KSS).
• The inclusion of performance-based equity (60% PSUs) aligns with common corporate governance practices aimed at linking executive compensation to shareholder value creation, similar to compensation structures at peers such as Macy's, Inc. (NYSE: M) or Target Corporation (NYSE: TGT).
• The restrictive covenants, including non-compete, non-solicitation, and confidentiality clauses, are standard for executive agreements in the retail sector, designed to protect proprietary information and competitive advantage against rivals like Amazon.com, Inc. (NASDAQ: AMZN) or Walmart Stores, Inc. (NYSE: WMT).
• The provision for a lump sum payment for relocation and personal use of company aircraft are typical perquisites for senior executives, comparable to benefits offered by other large corporations to attract and retain top talent.

Management Changes

Corporate Governance

Legal Proceedings

• No specific legal proceedings are mentioned in this filing.

Related Party Transactions

• Since February 4, 2024, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Bender had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Stakeholder Impact

• Shareholders: The formal appointment of an experienced CEO is likely to be viewed positively, providing leadership stability and a clear strategic direction, potentially boosting investor confidence.
• Employees: A permanent CEO can bring clarity and stability to the company's vision and operations, potentially improving employee morale and focus.
• Customers: The CEO's stated focus on "putting our customers first every day" and accelerating transformation suggests potential improvements in product offerings, value, and shopping experience.
• Suppliers/Vendors: The CEO's commitment to working with partners and vendors indicates a continued focus on strong business relationships.

Next Steps

• Kohl's will announce its Q3 earnings results on November 25, 2025, at 9:00 a.m. ET.
• Michael J. Bender's base salary will be reviewed at least annually for increase, with the first review in March 2026.
• Michael J. Bender will be eligible to receive annual equity awards beginning in the spring of 2026.

Key Dates

Recommendation

The formal appointment of Michael J. Bender as CEO provides much-needed leadership stability for Kohl's, which is a positive development. His extensive experience in retail and consumer goods, coupled with the board's unanimous decision after a comprehensive search, suggests a strong fit for the role. However, this filing primarily concerns executive leadership and compensation, not operational or financial performance. While stability is good, the company still faces significant challenges in the highly competitive retail sector, as implicitly acknowledged by the CEO's comments on 'accelerating transformation.' Investors should hold to observe the impact of this leadership on upcoming financial results (Q3 earnings are due soon) and the execution of the stated transformation strategy before making further investment decisions. The compensation package is substantial but within industry norms for a CEO of a company of this size.

Keywords

Kohl's, CEO appointment, Michael J. Bender, Executive Compensation, Retail, Corporate Governance, Leadership Change, KSS