Kohl’s Caught in Controversy: Rapid Exits of CEO, Board Member

Kohl’s finds itself in an unfashionable spotlight. The sudden ouster of Chief Executive Ashley Buchanan for ethics violations after only four months on the job was followed by the unexpected resignation of a board director standing for re-election at Kohl’s annual meeting.

Hired as CEO to orchestrate a turnaround on January 15, 2025, Buchanan’s tenure was short-lived. An investigation initiated by the board revealed that Buchanan had directed Kohl’s to engage in vendor transactions and undisclosed conflicts of interest. Buchanan’s termination on April 30, 2025, was followed by the appointment to interim CEO of Kohl’s Chair Michael J. Bender.

Bender’s compensation package is comparable to that given to Buchanan. According to a filing, the interim CEO will receive total compensation for fiscal 2024 of $20.9 million, stock awards valued at $17 million, a signing incentive of $3.75 million, other unspecified compensation of $90,691, and a salary of $67,045 for the first two weeks on the job.

The investigation into Buchanan’s alleged breach of ethics was conducted by outside counsel and Kohl’s audit committee. Investigators found that Buchanan had directed Kohl’s to enter into a multimillion-dollar consulting agreement with an individual with whom he had a personal relationship. This relationship was not disclosed as required under Kohl’s code of ethics. As a result, Buchanan had to forfeit his equity awards and reimburse his former employer for a pro-rata portion of his signing incentive.

Kohl’s 2025 proxy statement, filed before Buchanan’s firing, shows his total compensation for fiscal 2024 (ended February 1, 2025) was $20.9 million, which included stock awards worth $17 million, a signing incentive of $3.75 million, $90,691 in other compensation, and a salary of $67,045 for his first two weeks.

A Wall Street Journal story reported that Buchanan allegedly hid from previous employers his romantic live-in relationship with Chandra Holt, the founder of coffee business Incredibrew. The couple first met in 2015 while both were working at Walmart. Despite conflicts-of-interest policies at all three companies requiring such disclosure, they allegedly kept their relationship a secret from their managers at Walmart, Michaels, and, most recently, Kohl’s.

Amid this turmoil, board director Christine McCormick Day — who, since her election to Kohl’s in 2021, served on Kohl’s audit and compensation committees — resigned. Day’s sudden departure and its handling by Kohl’s management culminated in an SEC filing that included an exchange of emails detailing her decision to leave and her dissatisfaction with Kohl’s governance practices, decision-making, and lack of transparency and accountability.

“There is no delegation to committees or chairs. Michael [J. Bender] ‘handles’ everything, maybe speaks to one person or two, then ‘tells’ everyone the decision. Some people know more than others, making board members feel alienated, out of the loop, and worse — developing a culture where real discussions rarely occur.”

Day also wrote: “As directors, we all get sued together  — so transparency with risks is a requirement for trust and accountability. To place other directors in a position of making a decision without full disclosure of risks is unacceptable. And it has been going on far too long.”

In the SEC filing, Kohl’s said it “strongly disagrees with the assertions in Ms. Day’s emails.”

Day has deep experience in retail. She is a cofounder, president, and CEO of The House of LR&C, a privately held certified B Corp she launched with partners in 2020. She is also a non-executive director at Tecovas, the private Western-inspired boot and apparel maker. She was CEO of Lululemon Athletica from 2008 to 2014 and has been on the boards of public companies Sleep Number and Nu Skin Corp.

Kohl’s opted not to seek a replacement for Day and instead said in a filing it had reduced the size of its board from 11 to 10 members.