KOHLS Corp

The Committee follows a structured and disciplined approach to evaluating performance and ensuring the retention and reward of top talent. A key factor in determining executive compensation is each officer’s performance against predefined business objectives designed to drive long-term shareholder value. The CEO evaluates the performance of other executive officers annually and discusses these assessments with the Committee.

In early 2024, the Committee established that Mr. Kingsbury’s Fiscal 2024 performance evaluation would focus on specific objectives, including sales growth and key financial metrics. Similarly, performance objectives for each of the other Named Executive Officers were developed and reviewed with the Committee at the beginning of the year.

The Committee assesses the performance of the Chief Executive Officer and other executive officers, with the CEO providing input on the evaluations of Named Executive Officers excluding himself. Based on these evaluations and other factors, including those detailed in the key compensation reports detailed below, the independent members of the Committee make final compensation decisions with respect to the Named Executive Officers.