Elliott Rodgers named Kohl’s (NYSE: KSS) Chief Operating Officer with $900k salary

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Kohl’s Corporation has appointed Elliott Rodgers as Chief Operating Officer, effective September 9, 2026, reporting to CEO Michael J. Bender. He will oversee enterprise operations including nearly 1,200 stores, global supply chain and distribution centers, procurement, and loss prevention.

Rodgers brings more than 20 years of leadership experience from roles at Foot Locker, project44, Ulta Beauty, Target, and Citigroup, along with a U.S. Army officer background. His compensation package includes a $900,000 annual salary, a $400,000 signing incentive, participation in an annual incentive plan targeting 130% of base salary, and an annual long-term incentive target of $2,500,000.

For fiscal 2026, he is eligible for a prorated long-term incentive award valued at $1,875,000, split between performance share units and restricted stock units. He also receives relocation and commuting perquisites, potential pre-employment termination protection of $250,000, and access to standard senior executive benefit and severance arrangements.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Base salary: $900,000 per year Signing incentive: $400,000 Annual incentive target: 130% of base salary +5 more

8 metrics

Base salary $900,000 per year Annualized salary for Elliott Rodgers as COO

Signing incentive $400,000 Gross signing incentive, subject to reimbursement conditions

Annual incentive target 130% of base salary Target under Annual Incentive Program

Annual long-term incentive target $2,500,000 Grant-date value under Long-Term Incentive Program

2026 prorated LTI award $1,875,000 Fiscal 2026 long-term incentive grant value

Pre-employment termination payment $250,000 Payment if offer is withdrawn before effective date (with conditions)

Annual incentive payout range 0–200% of target Cash incentive opportunity range for Annual Incentive Program

COO effective date September 9, 2026 Start date for Elliott Rodgers as Chief Operating Officer

Key Terms

Annual Incentive Program, Long-Term Incentive Program, performance share units, restricted stock units, +2 more

6 terms

Annual Incentive Program financial

"Mr. Rodgers will be eligible to participate in the Company’s Annual Incentive Program, with a target award of 130% of his base salary"

Long-Term Incentive Program financial

"Mr. Rodgers will be eligible to participate in the Company’s Long-Term Incentive Program, with an annual long-term incentive target of $2,500,000."

A long-term incentive program is a company plan that pays executives or employees rewards—often stock, options, or cash—only if the business hits performance goals over several years. It matters to investors because these payouts align managers’ interests with shareholders, encouraging decisions that boost sustained growth and share value rather than short-term gains; think of it as a multi-year bonus tied to measurable company outcomes.

restricted stock units financial

"consisting of 60% performance share units and 40% restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Executive Compensation Agreement financial

"Good Reason (as defined in the Executive Compensation Agreement) or is terminated for Cause (as defined in the Executive Compensation Agreement)"

relocation assistance financial

"These perquisites include, but are not limited to, reimbursement of certain expenses related to financial and tax advisory services, relocation assistance under the Company’s relocation program"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/15/2026 - 05:15 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): June 10, 2026

    

KOHL'S CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Wisconsin	001-11084	39-1630919
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin		53051
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 262 703-7000

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	KSS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2026, Elliott Rodgers accepted his appointment as Chief Operating Officer of Kohl’s Corporation (the “Company”). Mr. Rodgers’ appointment will be effective September 9, 2026.

Mr. Rodgers, age 50, served as Executive Vice President, Chief Operations Officer at Foot Locker, Inc. from December 2022 to September 2025. Prior to joining Foot Locker, he served as Chief People Officer and Head of Global Expansion at project44, a supply chain visibility platform, from October 2021 to December 2022. From 2013-2021, Mr. Rodgers held progressive leadership roles at Ulta Beauty, Inc., serving as Chief Information Officer from September 2020 to October 2021 and as Chief Supply Chain Officer from April 2019 to September 2020. Earlier in his career, he spent six years at Target Corporation in distribution and omnichannel operations and three years as a Vice President at Citigroup. Mr. Rodgers was also a Captain in the U.S. Army and holds a Bachelor of Science from the United States Military Academy at West Point and an MBA from Harvard Business School. Mr. Rodgers served on the board of directors of Levi Strauss & Co. from December 2020 and resigned effective June 15, 2026 in light of his appointment.

In consideration of his employment with the Company, Mr. Rodgers will receive, among other things, the following compensation and benefits as set forth in his offer letter:

(a)

Salary. Mr. Rodgers will receive an annualized salary of $900,000, less applicable deductions and withholdings in accordance with the Company’s normal payroll practices.

(b)

Signing Incentive. Mr. Rodgers will receive a gross signing incentive of $400,000, which is subject to reimbursement, on a prorated basis, in the event he voluntarily severs his employment with the Company without Good Reason (as defined in the Executive Compensation Agreement) or is terminated for Cause (as defined in the Executive Compensation Agreement) at any time prior to the one year anniversary of his start date.

(c)

Annual Incentive Program. Mr. Rodgers will be eligible to participate in the Company’s Annual Incentive Program, with a target award of 130% of his base salary and an annual cash incentive opportunity ranging from 0-200% of the target award. Any cash incentive earned for fiscal 2026 will be prorated based on his actual days of service during the fiscal year.

(d)

Long-Term Incentive Program. Mr. Rodgers will be eligible to participate in the Company’s Long-Term Incentive Program, with an annual long-term incentive target of $2,500,000. For fiscal 2026, he is eligible to receive a prorated award valued at $1,875,000 on the grant date, consisting of 60% performance share units and 40% restricted stock units. The performance share units and restricted stock units will be granted pursuant to the form of award agreements attached hereto as Exhibits 10.3 and 10.4, respectively, and incorporated herein by reference.

(e)

Perquisites. As detailed in the offer letter, Mr. Rodgers is eligible to receive certain perquisites, consistent with those typically provided by the Company to senior executives. These perquisites include, but are not limited to, reimbursement of certain expenses related to financial and tax advisory services, relocation assistance under the Company’s relocation program, and a monthly stipend to offset personal commuting expenses incurred when traveling to the Company’s corporate offices during his first year of employment.

(f)

Pre-Employment Termination Payment. In the event the Company withdraws or terminates Mr. Rodgers offer of employment before the effective date of his appointment, other than due to a breach of the offer letter by Mr. Rodgers that remains uncured for a period of ten or more days, Mr. Rodgers will be entitled to receive a pre-employment termination payment of $250,000.

(g)

Other Benefits. Mr. Rodgers will be eligible to participate in the Company’s health, welfare, retirement savings, and other benefit plans that the Company may establish from time to time for senior executives.

Mr. Rodgers will also be entitled to certain benefits upon a termination of employment and will be subject to certain restrictive covenant obligations in favor of the Company, as set forth in the Executive Compensation Agreement.

The foregoing descriptions of the offer letter and the Executive Compensation Agreement do not purport to be complete and are qualified in their entirety by reference to the offer letter and Executive Compensation Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

There are no family relationships between Mr. Rodgers and any director or executive officer of the Company, and no arrangements or understandings between Mr. Rodgers and any other person pursuant to which he was selected as an officer. Since February 2, 2025, 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. Rodgers had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Company’s press release announcing Mr. Rodgers’ appointment as Chief Operating Officer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description
10.1		Offer Letter dated June 8, 2026
10.2		Form of Executive Compensation Agreement
10.3		Form of Performance Share Unit Agreement
10.4		Form of Restricted Stock Unit Agreement
99.1		Press Release dated June 15, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			KOHL'S CORPORATION

Date:	June 15, 2026	By:	/s/ Jennifer Kent
			Jennifer Kent Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

Exhibit 99.1

Kohl's Names Elliott Rodgers Chief Operating Officer

MENOMONEE FALLS, Wis., - (BUSINESS WIRE) - June 15, 2026 - Kohl's (NYSE: KSS) today announced that Elliott Rodgers has been named Kohl's Chief Operating Officer, reporting to CEO Michael J. Bender. In this role, Rodgers, who brings more than 20 years of strong cross-functional leadership experience, will be responsible for Kohl's enterprise operations, including its nearly 1,200 stores, Global Supply Chain and Distribution Centers, Procurement, and Loss Prevention. He will assume the role on September 9, 2026.

"We are thrilled to welcome Elliott to our senior leadership team as we continue our transformational efforts to drive the business forward," said Bender. "With more than 20 years of leadership experience in retail and large-scale operational roles, he has helped brands navigate through change, embrace innovation, and drive results through operational execution. Importantly, as he fills the role which oversees the largest portion of our associate population, Elliott thrives at bringing people together to create an inspiring work environment and a winning-team mindset. I'm excited for Elliot to take on this important role during a time of exciting change and opportunity."

"I'm honored to join Kohl's and be a part of the company's strategic path forward," said Rodgers. "I'm energized by Kohl's commitment to serving its customers now and for years to come, and I look forward to contributing to the work the teams already have underway – creating a compelling customer experience and paving a path for the future."

Rodgers has more than 20 years of leadership experience across supply chain, technology, strategy, finance, and HR disciplines at retail, technology, and financial service companies. Most recently, Rodgers was Chief Operations Officer at Foot Locker, Inc., where he led technology, supply chain, procurement, customer care, operations strategy, and enterprise transformation. Before that, he was Chief People Officer at project44. From 2013 - 2021, Rodgers held progressive leadership roles at Ulta Beauty, including Chief Supply Chain Officer and Chief Information Officer. Earlier in his career, Rodgers spent six years at Target in distribution and omnichannel operations and three years as a Vice President at Citigroup.

Rodgers was a Captain in the U.S Army, holds a Bachelor of Science from the United States Military Academy at West Point, and an MBA from Harvard Business School.

About Kohl’s
Kohl’s (NYSE: KSS) is a leading omnichannel retailer built on a foundation that combines great brands, incredible value and convenience for our customers. Kohl’s is uniquely positioned to deliver against its long-term strategy and its purpose to take care of families’ realest moments. Kohl's serves millions of families in its more than 1,100 stores in 49 states, online at Kohls.com, and through the Kohl's App. With a large national footprint, Kohl’s is committed to making a positive impact in the communities it serves. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com.

Media Contact: Jen Johnson, (262) 703-5241, jen.johnson@kohls.com

Source: View Original Filing on SEC EDGAR

FAQ

What executive leadership change did Kohl's (KSS) announce?

Kohl’s appointed Elliott Rodgers as Chief Operating Officer, effective September 9, 2026. He will report to CEO Michael J. Bender and oversee enterprise operations, including nearly 1,200 stores, global supply chain, distribution centers, procurement, and loss prevention for the retailer.

What is Elliott Rodgers’ compensation package at Kohl's (KSS)?

Elliott Rodgers will receive a $900,000 annual salary and a $400,000 signing incentive. He is eligible for an annual incentive targeting 130% of salary, a $2,500,000 long-term incentive target, plus standard senior executive benefits, perquisites, and severance-related protections under Kohl’s executive programs.

How is Elliott Rodgers’ long-term incentive structured at Kohl's (KSS)?

Rodgers has an annual long-term incentive target of $2,500,000 at grant value. For fiscal 2026, he is eligible for a prorated $1,875,000 award, granted 60% in performance share units and 40% in restricted stock units under Kohl’s long-term incentive program.

When does Elliott Rodgers start as Kohl's (KSS) Chief Operating Officer?

Elliott Rodgers will assume the role of Chief Operating Officer on September 9, 2026. Until that effective date, his appointment has been accepted, and the company has outlined specific pre-employment protections, including a potential $250,000 termination payment if Kohl’s withdraws the offer.

What pre-employment protections does Kohl's (KSS) offer Elliott Rodgers?

If Kohl’s withdraws or terminates Rodgers’ offer before his start date, other than for an uncured breach, he is entitled to a $250,000 pre-employment termination payment. This protection complements his signing incentive, annual incentives, long-term equity awards, and other executive benefits.

What bonus opportunity will Elliott Rodgers have at Kohl's (KSS)?

Rodgers will participate in Kohl’s Annual Incentive Program with a target equal to 130% of base salary and an actual payout range from 0% to 200% of target. Any fiscal 2026 cash incentive will be prorated based on his days of service during that year.