Kohl’s touts ‘highly qualified’ board of directors in new letter to shareholders

The war of words between Kohl’s Corp. and activist investor Macellum Advisors continues as the retailer promotes its board.

Kohl’s mailed a letter to shareholders on Monday in which it detailed its “highly qualified” board of directors, which it said “has the necessary skills to oversee Kohl’s evolving strategy.” The company called on shareholders to vote for all 13 of Kohl’s directors. (Kohl’s annual shareholders meeting is scheduled to be held on May 11.)

In the letter, Kohl’s once again fired back against Macellum’s attempt to gain control of the company by replacing its board “ with a far less qualified slate,” one that has “inherent and dangerous flaws.” The retailer called Macellum’s nominees “underqualified” to oversee Kohl’s strategy or run a strategic review process. It said that six of Macellum’s ten nominees have never served on a public company board and that only M&A experience as opposed to 10 of Kohl’s directors.

Kohl’s said that 10 of its directors have technology, e-commerce, or digital experience from their roles as senior executives at leading retailers. Additionally, twelve have marketing or brand management experience, and eight are current or former CEOs.

In addition, Kohl’s noted that it has added six new directors to its board in the last three years, three of whom joined last April as part of a settlement with Macellum and other investors.

In the letter, Kohl’s listed the experience of its individual board members. Here is the rundown:

• MICHAEL BENDER
Committees: Incoming Chair of the Nominating & ESG Committee

Background Highlights: President and CEO of Eyemart Express

• 16+ years in senior executive roles
• 4 years as CEO of Eyemart Express
• Led integration of Jet.com while serving as COO of Global eCommerce at Walmart

• PETER BONEPARTH
Incoming Chair

Committees: Compensation, Finance, Nominating & ESG (Chair)

Background Highlights: Former Senior Advisor, The Blackstone Group

• 30+ years of experience leading deals of $25B+ transaction value
• 5 years as CEO of Jones Apparel Group
• Oversaw acquisition and development as well as marketing and distribution for an extensive portfolio of footwear and apparel brands
• Current Chairman of Jet Blue Board of Directors

• YAEL COSSET
Committees: Audit

Background Highlights: Senior VP and Chief Information Officer of Kroger

• 5 years in senior executive roles at Kroger
• Expertise in using digital tools to power market expansion, product launches, and growth strategies
• Named one of “10 people transforming retail” for innovative use of data to expand distribution and increase shopping

• CHRISTINE DAY
Committees: Audit, Compensation

Background Highlights: CEO of LR&C

• 6 years as CEO of lululemon
• Co-founded The House of LR&C
• 20+ years in leadership roles at Starbucks

• H. CHARLES FLOYD
Committees: Compensation

Background Highlights: Global President of Operations of Hyatt

• 15+ years of senior executive positions at Hyatt
• Key leader in creation of 7 Hyatt brands and several acquisitions
• Deep expertise in operations efficiency in a consumer-facing context

• MICHELLE GASS
Background Highlights: CEO and Director of Kohl’s

• 30+ years of experience in retail and consumer goods
• 16+ years leadership at Starbucks across marketing, merchandising, strategy, and operations
• Led the addition of impactful brands and partnerships to Kohl’s offering, including Under Armour, Amazon, Tommy Hilfiger, and Sephora
• Independent Director at PepsiCo

• MARGARET JENKINS
Committees: Audit

Background Highlights: Former Senior Vice President, CMO of Denny’s Corporation

• 30+ years of experience in consumer goods
• 8+ years on the Board of Directors of PVH
• Helped lead the transformative acquisitions of Tommy Hilfiger and Warnaco

• THOMAS KINGSBURY
Committees: Audit, Finance

Background Highlights: Former President, CEO, and Chairman of the Board of Burlington Stores

• 40+ years of retail experience
• 11 years as CEO of Burlington Stores
• Former senior executive vice president at Kohl’s
• Independent Director at Tractor Supply and BJ’s Wholesale Club

• ROBBIN MITCHELL
Committees: Audit, Nominating & ESG

Background Highlights: Senior Advisor at The Boston Consulting Group

• 20+ years of experience in the apparel industry spanning luxury and contemporary segments, and across multiple key functions including operations, branding, and strategy
• Served in senior executive roles at 3 apparel companies
• Significant M&A experience advising private equity firms on sell-side and buyside transactions in the fashion and luxury space
• Independent Director at Piper Sandler Companies

• JONAS PRISING
Committees: Compensation (Chair)

Background Highlights: Chair and CEO of ManpowerGroup

• 8 years as CEO of ManpowerGroup
• 10+ years of international retail and product development experience
• Extensive experience in human capital management, leading an organization that recruits millions of workers worldwide each year

• JOHN E. SCHLIFSKE
Committees: Finance (Chair), Nominating & ESG

Background Highlights: Chair and CEO of Northwestern Mutual

• 12 years as CEO of Northwestern Mutual
• Significant investment management experience
• 40+ M&A transactions completed under his leadership

• ADRIANNE SHAPIRA
Committees: Finance, Nominating & ESG

Background Highlights: Managing Director of Eurazeo Brands

• Leads Eurazeo Brands’ investments in North American consumer brands
• 20+ years of executive experience in retail investing and operations
• 13 years as an equity analyst in retail sector at Goldman Sachs

• STEPHANIE A. STREETER
Committees: Audit (Chair), Compensation

Background Highlights: Former CEO of Libbey

• 11 total years as a CEO at Libbey and Banta
• As CEO of Libbey, oversaw marketing, sales and distribution of consumer products to global retailers including Walmart, Target, Alibaba, and Amazon
• Led sale of Banta as Chair and CEO, and acquisition of Cooper as Finance Chair of Goodyear