Target’s decision to make Brian Cornell executive chair of the board continues to prompt criticism, with some shareholders now looking to change company policy.
The Accountability Board — an investment organization with a portfolio including Walmart, Target, Five Below and more — filed a shareholder proposal Wednesday asking the mass retailer to adopt a policy requiring the Board Chair to be an independent director.
The move comes after Target in August announced that CEO Cornell would transition to become executive chair of the board in 2026 after he steps down from the chief position, handing the reins over to current COO Michael Fiddelke.
“The need for stronger independent Board leadership has been painfully clear,” the shareholder letter states, noting that the decision to place Cornell in this board position has eroded confidence. “This proposal’s adoption would be a crucial step toward establishing a firewall of independent leadership that ensures the Chair is positioned to oversee management and represent shareholder interests free from executive entanglements.”
The proposal, confirmed by Matt Prescott, president and COO of The Accountability Board, requests that the board replace a Chair with a new one if they cease to be independent and suggests that compliance with the proposed policy be waived if no independent director is available or willing to serve.
From Target’s end, executives at the time of its leadership announcement voiced optimism that this was the right path forward as the company attempts to fix a pattern of declining sales and traffic.
“We have received this shareholder proposal and the board will consider it in conjunction with planning for our 2026 annual shareholders meeting,” a Target spokesperson said in a statement shared with Retail Dive Wednesday. “We always welcome shareholder input and feedback.”
The approach to keeping a lead executive at the company in such a capacity isn’t new for Target, as longtime CEO Bob Ulrich stepped down in 2008 and remained executive chair of the board through the end of the 2008 fiscal year.
Following the company’s August announcement, industry experts voiced interest in what types of responsibilities Cornell would have in the board position and how effective Fiddelke can be in turning around the company with his former boss in the boardroom.