A shareholder group is challenging Target’s decision to make CEO Brian Cornell executive chair of the board in 2026, calling for stronger independent oversight.
The Accountability Board — an investment organisation with holdings in Target, Walmart, and Five Below — filed a shareholder proposal on Wednesday urging Target to adopt a policy requiring the board chair to be an independent director.
The proposal follows Target’s August announcement that Cornell will step down as CEO next year and move into the executive chair role, while current COO Michael Fiddelke will become chief executive.
“The need for stronger independent board leadership has been painfully clear,” the Accountability Board wrote in its letter, arguing that giving Cornell the chair position “erodes confidence” and blurs the line between management and board oversight.
The proposal suggests that any chair who ceases to be independent should be replaced, with an exception if no independent director is available or willing to serve.
Target said it will review the proposal as part of preparations for its 2026 annual shareholders meeting. “We have received this shareholder proposal and the board will consider it,” a Target spokesperson told Retail Dive. “We always welcome shareholder input and feedback.”
While Target maintains that Cornell’s continued involvement supports stability as the retailer works to reverse declining sales and foot traffic, critics argue the move undermines corporate governance best practices.
The retailer has followed a similar path before, with former CEO Bob Ulrich also serving as executive chair after stepping down in 2008.
However, governance experts and investors are watching closely to see how Fiddelke will lead with his predecessor still in the boardroom.
Click here to sign up to Retail Gazette‘s free daily email newsletter
