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October 7, 2025
Would Target Benefit From an Independent Board Chairman?
The Accountability Board, an advocacy and activist investor group, filed a shareholder proposal that would prevent outgoing CEO Brian Cornell from retaining his board chair status.
The proposal, attained by RetailWire, requires Target’s board chair to be an independent director, or someone who has been a Target executive in the past three years.
The proposal comes as Target announced, in late August, plans for Michael Fiddelke, Target’s COO, to succeed Cornell as CEO in February 2026, with Cornell transitioning to “executive chairman.” Formerly leading PepsiCo, Cornell has served as Target’s chair and CEO since August 2014. Cornell can remain on the board, but can’t lead it.
The CEO change came as Target has reported 10 straight quarters of flat or declining sales due to softer demand for many of its discretionary fashion and home goods in recent years amid inflationary pressures. Target’s reputation has also been blemished with both conservatives and liberals over mishandling of DEI initiatives.
The Accountability Board said in its filing that an independent chair is a “crucial step” to ensure the board represents shareholder interests “free from executive entanglements.”
“With sustained challenges in both performance and reputation, it’s a tough time for Target — to put it mildly,” the proposal states. “Sales growth has been inconsistent, there have been declines in foot traffic, and controversies abound. As an August 2025 New York Times article observed, ‘Target’s stock has lost more than a fifth of its value over the past two years, while Walmart’s has nearly doubled in price.’”
The letter noted that Target’s stock dropped over 6% on the announcement of the CE0 change and lost another 31% over the next month as an “individual who oversaw Target’s operations during its recent struggles was promoted to CEO — with continued oversight by the previous CEO, now positioned as Executive Board Chair.”
Many investors had reportedly been seeking an external candidate to replace Cornell as CEO to enact broader changes.
Target Says it Will Consider Proposal Related to Leadership
The Accountability Board, which focuses on environmental, social, and governance issues, noted that while Target has pointed out that it has a lead independent director to counterbalance insider influence, “given the company’s ongoing underperformance (and other significant challenges), this structure clearly hasn’t proven sufficient to protect shareholder interests.”
Target responded to the proposal in a media statement, “We have received this shareholder proposal and the board will consider it in conjunction with planning for our 2026 annual shareholders meeting. We always welcome shareholder input and feedback.”
Separating CEO and chairman roles has been gaining traction. While in 2014, 47% of S&P 500 companies had separate chairs and CEOs, the share had risen to 60% by 2024, according to the latest Spencer Stuart Board Index.
Proxy advisory firms Glass Lewis and ISS have argued that companies where roles are separated tend to outperform as oversight is strengthened and conflicts of interest are reduced, but those who support CEO/chairs say the structure can streamline decision-making.
David Astorino, a senior partner at the leadership consulting firm RHR International, told the New York Times earlier this year that while he believes Target would benefit from boundaries between the duties of the executive chair and CEO, the board, “probably feels good about his strategy and not the execution of the strategy.”
In a Harvard Business Review article, Bryce Tingle, the author of “Hard Lessons in Corporate Governance” and law professor at the University of Calgary, said that with few exceptions, empirical studies have found no connection between board independence and company performance outcomes. He believes insiders often bring richer insights.
Tingle wrote, ”Inside directors have a deeper understanding of the company, its strategy, R&D opportunities, and market competitors than most independent directors will be able to manage.”
Discussion Questions
Would Target benefit by having an independent director as board chairman?
Do you generally see more pros than cons in separating the chairman and CEO roles and having the chairman be an independent director?
Poll
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Jeff Sward
Founding Partner, Merchandising Metrics
Scott Benedict
Founder & CEO, Benedict Enterprises LLC
Cathy Hotka
Principal, Cathy Hotka & Associates
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This motion goes to the heart of the issue of whether Brian Cornell was given the role of Chair because his talents warrant it, or as some kind of consolation prize. As I have said before, the appointment is a strange one and comes across as a reward for failure. In my view, the board would be better served by a more impartial actor and someone who can bring fresh thinking to the table. This is especially important for Target where leadership is too insular and not open enough to challenge and debate.
After months of disappointing performance, Target needed a clean break, but didn’t get one. Investors are wary, and consumers are still staying away. Arguably, the company is worse off now than before the summer.
Who? The Accountability Board – a nom de guerre cleverly designed to make it sound like something official (spoiler alert: it isn’t) faces from me the question any and every “activist” group faces: why should we listen to you? It’s not, of course that Target is some brilliantly run organization that can’t stand improving; it’s just that this feels more like buttinskism.
When you’ve had 10 consecutive quarters of decline while Walmart’s stock nearly doubled, your strategy is the problem. You don’t fix strategic failure by promoting the COO who executed that failed strategy, then keeping the CEO who designed it as ‘executive chairman.’ Target’s board is too comfortable, too insular, and too afraid to admit they got it wrong.
The board had the Best Buy 2012 playbook right in front of them—bring in an outsider with fresh eyes, no emotional attachment to past decisions, and permission to disrupt. Instead, they chose continuity over courage. Fiddelke may be capable, but he’s inheriting a poisoned chalice with Cornell hovering above, skeptical shareholders circling, and demoralized employees watching.
Bottom line: an independent chair won’t fix Target’s existential crisis with Walmart and Amazon, but it would signal the board grasps the severity of the situation (they don’t). When your stock is back to 2014 levels despite 11 years of ‘strategy,’ you don’t need continuity—you need disruption.
Yes, absolutely, positively the board chair should be independent. Thank you Brian Cornell. Target executed brilliantly under Mr. Cornell. And then there were some strategic blunders that erased some hard won market share. It happens. So yeah, make the Best Buy move and get some disruption and new thinking percolating. It’s so easy to call for ‘disruption’. Is an independent chair and a CEO elevated from COO going to push all the needed new thinking down into the organization? No. I walk the store and I don’t see CEO problems. I see GMM, DMM, buyer, planner, designer, and supply chain problems. Top Target execs surely see the same thing. All I ever read about is precisely what this article is talking about, but there are abundant opportunities for change within the organization. And I don’t know if there are enough hours in the day for an independent chair and new CEO to initiate all the necessary new thinking. Lots of merchants and operations execs need to be looking in the mirror, and at the competition, and be calling out the opportunities at the ground floor level. The whole company can’t be sitting around waiting for the dust to settle on the top two chairs.
C’mon. An Independent Chairman makes sense for every company, not just Target. Sadly, there are few in today’s world. An independent Chairman adds diversity and should add objectivity that an Executive Chairman, no matter how good, can’t. The more ideas and the more eyes, the better any company will be.
Target could benefit from appointing an independent director as board chairman, particularly as the company navigates a period of underperformance and leadership transition. While I have great respect for Brian Cornell from his time at Sam’s Club and believe his leadership has been instrumental in many of Target’s successes, an independent chair could bring much-needed outside perspective and accountability. After several quarters of sluggish growth and competitive pressure, Target would benefit from fresh governance oversight unconnected to its recent performance challenges.
More broadly, I see more advantages than drawbacks in separating the chairman and CEO roles. An independent chair helps ensure objective oversight, balances power at the top, and signals to investors that the board is committed to transparency and long-term performance. While a combined role can streamline decision-making, especially under a strong leader, it can also blur the line between management and oversight—an issue that becomes more critical during times of transition or when performance lags.
For Target, this is less about diminishing Cornell’s legacy and more about enabling the next phase of leadership to flourish under independent board guidance. A new chair could provide the strategic distance and accountability necessary to help the company regain its momentum and reaffirm its standing as one of America’s leading retailers.