- Kohl’s announced Thursday it had fired CEO Ashley Buchanan after an investigation found he had been engaging in vendor transactions and consulting agreements that were a conflict of interest. This violated the company’s code of ethics. The termination comes at the heels of a difficult year for the retailer, which has shrunk its corporate workforce and closed stores.
Kohl’s is continuing to have a rocky year. The retailer announced Thursday CEO Ashley Buchanan was terminated, effective immediately, for violating company policies by directing the company to engage in vendor transactions that involved “undisclosed conflicts of interest” following an investigation conducted by outside counsel.
Buchanan has only been with Kohl’s since January, replacing Tom Kingsbury. Kohl’s said Buchanan’s firing is unrelated to the company’s performance, financial reporting, and results of operations, and Buchanan’s actions didn’t involve other Kohl’s employees. He will also no longer be a board member and the company withdrew his nomination for director of at the company’s 2025 annual shareholder meeting. The investigation was overseen by the company’s audit committee.
Kohl’s declined to provide further comment to Fortune about Buchanan’s termination.
However, an SEC filing revealed Buchanan had directed the company to conduct business with a vendor Buchanan had a personal relationship with under “highly unusual terms” that were favorable to the vendor. He also entered the company into a multi-million dollar consulting agreement in which the same individual was a part of the consulting team. The investigation found Buchanan didn’t disclose this relationship as is required under the company’s code of ethics.
The “highly unusual deal” was with a woman with whom he has had a romantic relationship, The Wall Street Journal reported, citing people familiar with the situation. The publication named Chandra Holt who Buchanan had previously worked with at Walmart several years ago and now works as a consultant and founder of coffee brand Incredibrew.
Neil Saunders, managing director of GlobalData, in a statement called Buchanan’s termination as a “blow upon a bruise for the beleaguered department store chain.”
“While the sacking is not related to performance, it gives the impression that Kohl’s is in perpetual state of chaos and it raises some questions about the due diligence over his appointment,” Saunders said in a statement shared with Fortune.
Buchanan will forfeit all his equity awards and be forced to pay back a pro-rata portion of his $2.5 million signing bonus from when he became CEO on Jan. 15, according to the SEC filing. His compensation was more than double that of his predecessor, with his pay package totaling $20 million. Kingsbury made just about $9 million.
Buchanan’s base salary was $1.475 million and he earned a $3.75 million signing bonus, according to an SEC filing dated Nov. 22, 2024. His employment contract also included a one-time payment of $2 million of restricted stock that he could’ve collected after one year with the company; a one-time $15 million payment of restricted stock units that could’ve been paid out evenly after the first, second, and third anniversary with the company; and an annual long-term equity incentive award target of at least $9 million, with eligibility for annual equity awards that would’ve started this year.
Kohl’s appointed Michael Bender, who has been on the company’s board of directors since July 2019 and has served as chair since May 2024, as interim CEO. Bender previously served as CEO of Eyemart Express and held senior roles at Walmart, L Brands and PepsiCo. Kohl’s hasn’t yet revealed what Bender’s pay package will be. The company will retain an outside search firm to find a permanent CEO replacement.
“There are no family relationships between Mr. Bender and any company director or executive officer, and no arrangements or understandings between Mr. Bender and any other person pursuant to which he was selected as an officer,” according to the SEC filing.
Buchanan’s termination comes at the heels of a rough couple of years for Kohl’s. The company slashed its corporate workforce in January and announced it would close 27 stores in 15 states by April.
Meanwhile, Kohl’s had an even worse fourth quarter than Wall Street expected. The company had a 9.4% drop in fourth-quarter net sales, cut its dividend, and changed its guidance for a 5%-to-7% decline in 2025. Analysts expected a comparable sales decline of less than 1% for the year and had anticipated earnings per share would be at least $1, but Kohl’s reported just $0.43 earnings per share.
“Kohl’s is without a permanent captain at a time when the ship is looking far from seaworthy. This is a distraction that the company does not need and can ill afford,” Saunders aid. “Kohl’s now needs to find someone with the requisite skills to enact a quick turnaround and get the company back onto the front foot. Given the deep-seated problems at the chain, this might be a tall order.”
Kohl’s had been struggling for a while under Kingsbury, who had made damaging decisions like carrying less inventory (fewer petite-sized clothes) and shrinking its fine-jewelry business. He admitted to these mistakes in a December 2024 call with Wall Street analysts.
“We thought, ‘We can do more with a lot less,’” Kingsbury said during the call. “And that didn’t work out for us.”
Neri Karra Sillaman, a fashion retail and strategy expert with the University of Oxford’s Saïd Business School, previously told Fortune Kohl’s had muddled strategy and needs to focus on what makes it unique.
“The challenge is not just foot traffic,” Sillaman said. “It’s getting customers to feel like Kohl’s is a place worth returning to, not just a stop along the way.”
Kohl’s will report its first-quarter earnings on May 29.
