The Kohl’s Corporation Board of Director has appointed current Board Chair Michael Bender as Interim CEO, effective immediately after the Board reportedly fired former CEO Ashley Buchanan for cause.  Multiple sources are publishing that Buchanan was terminated after an investigation found that he violated the retailer’s code of conduct by entering into a “highly unusual” business deal.

An internal investigation found that Buchanan was steering contracts to a business owned by someone with whom he has an unspecified “personal relationship,” according to SEC documents, per reporting by Fortune.

The Wall Street Journal is reporting that the “scandal” involved Chandra Holt, the former CEO of Bed Bath & Beyond.

An investigation conducted by outside counsel and overseen by the Audit Committee of the Board determined  Buchanan violated company policies by directing the company to engage in vendor transactions that involved undisclosed conflicts of interest, which the Board determined to be cause.

His termination is unrelated to the company’s performance, financial reporting, results of operations and did not involve any other company personnel. In accordance with the terms of this employment contract, Buchanan is no longer a member of the Board, and the company has withdrawn his nomination for election as a Director at the company’s 2025 Annual Meeting of Shareholders.

The Board will initiate a search to identify a permanent CEO and retain a leading search firm to assist with this process. Bender has served as a Director of the Board since July 2019 and was appointed Board Chair in May 2024.

“The Board has full confidence in Michael to serve our customers and associates as Interim CEO and deliver on our commitments to our shareholders,” stated John Schlifske, chair of the Nominating and ESG Committee of the Board.  “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. We look forward to continuing to work closely with Michael as Kohl’s remains focused on operational excellence, simplification, and efficiency to improve long-term financial health and profitability.”

Bender served as president and CEO of Eyemart Express, LLC, an optical retailer, from January 2018 to April 2022, having previously acted as president from September 2017 to January 2018. Prior to joining Eyemart Express, he held various executive management positions at Walmart Inc., most recently as COO of Global eCommerce. Prior to joining Walmart, Bender held senior positions at Cardinal Health, Inc., Victoria’s Secret for L Brands, Inc., and PepsiCo, Inc. He currently serves as a Director of Acuity Brands and previously served as a Director of Ryman Hospitality Properties, Inc.

“I am honored to assume the role of Interim CEO at this important time for the Company,” Mr. Bender said. “Working with our talented leadership team, Board, and thousands of associates, I am committed to continuing the execution of our strategic framework to grow shareholder value. Kohl’s has a strong foundation of more than 1,100 conveniently located stores nationwide, serving over 60 million customers. We will continue to build on this foundation as we enhance the value we deliver to our customers and set the stage for meaningful operational and financial progress.”

In accordance with the Company’s corporate governance guidelines, Bender will remain on the Board but will step down from certain Board committees on which he serves as well as his role as Chair while he serves as Interim CEO. The Board plans to announce a new Chair in due course.

Preliminary Expectations for First Quarter 2025 Financial Results
In other news, Kohl’s provided preliminary expectations for its financial results for the first quarter of 2025.

For the first quarter 2025, the company currently expects the following:

  • Comparable sales: In the range of  down 4.3 percent to down 4.0 percent;

  • Operating income: In the range of $40 million to $45 million; and

  • Diluted EPS: In the range of a loss of 24 cents to a loss of 20 cents per share.

Image courtesy Kohl’s Corporation