Kohl's Terminates CEO
Kohl’s has terminated its chief executive officer, Ashley Buchanan, for cause following an investigation that revealed conflicts of interest with certain product suppliers.
In a filing with the Securities & Exchange Commission, Kohl’s said Buchanan’s firing follows an investigation that found that the now-former CEO directed the company to conduct business with a vendor founded by an individual with whom Buchanan has a personal relationship. The unnamed vendor received favorable terms, Kohl’s said.
Additionally, Buchanan’s decision also led Kohl’s to enter into a multi-million-dollar consulting agreement with the same individual who was part of the consulting team.
The investigation conducted by outside counsel and overseen by the audit committee of the company’s board of directors also found that Buchanan, who was named CEO this past November, failed to disclose the relationship as required by the company’s Code of Ethics.
Following Buchanan’s dismissal, Kohl’s named Michael Bender interim chief executive officer, effective immediately. Bender has served as a director on the board since July 2019 and was appointed board chair in May 2024. The board will initiate a search to identify a permanent CEO and retain a leading search firm to assist with this process.
“The board has full confidence in Michael to serve our customers and associates as Interim CEO and deliver on our commitments to our shareholders,” said John Schlifske, chair of Kohl’s Nominating and ESG Committee. “Michael brings over three decades of leadership experience across retail and consumer goods companies, having served as CEO of Eyemart Express and in senior roles at Walmart, L Brands, and PepsiCo.”
In connection with Buchanan’s termination and in accordance with the terms of his equity award agreements, he will forfeit all equity awards he received from the company, including the recruitment awards made as of January 15. Buchanan will also be required to reimburse Kohl’s for a pro rata portion of his signing incentive for $2.5 million.
The board will also withdraw his nomination for election as a director of the company at its annual shareholders meeting on May 14.
