KOHLS Corp

Each year, the Committee’s independent compensation consultant conducts, and presents to the Committee, a comprehensive benchmarking analysis, comparing compensation paid to our executives to that of executives employed by a group of retailers that we refer to as our “Compensation Benchmarking Peer Group,” which is discussed in further detail below. The Committee evaluates each component of executive compensation individually, while also assessing overall compensation levels for Kohl’s senior officers relative to retail competitors and the broader marketplace, where appropriate. Rather than adhering to a fixed percentile target, the Committee determines competitive positioning of each executive’s compensation on a case-by-case basis. The Committee applies judgment and discretion in determining target compensation levels, considering not only market benchmarks but also factors such as company and individual performance, scope of responsibility, critical skills, experience, leadership potential, and succession planning.

At its meetings in both November 2024 and November 2025, the Committee reviewed detailed benchmarking reports provided by its independent compensation consultant for each of the executive officers covering:

In making executive compensation decisions for Fiscal 2025, the Committee considered multiple factors, including the benchmarking analyses, tally sheets, and individual-specific considerations such as performance, role significance, tenure, experience, internal equity, and succession planning. The benchmarking data confirmed that executive compensation levels, including the amortized value of all outstanding equity awards, aligned with the Committee’s compensation philosophy, objectives, and prevailing market practices.