'Reward for failure': Investor support for Target Chair Brian Cornell falls to lowest level ever
Target has promised investors that it's pursuing an aggressive turnaround with a new CEO at the helm, but its longtime former top executive Brian Cornell still leads the retailer's board of directors — and some major investors are signaling they're hungry for change. Shareholder backing for Target's former CEO and current Executive Chairman Cornell fell to its lowest level ever during the company's annual general meeting this month. While Cornell, 67, was comfortably reelected to his position on Target's board of directors, he saw the steepest drop in support since he joined the retailer's board more than a decade ago, when he was hired as its CEO. In all, 87.2% of shareholders voted to reelect him to the board — a 4% decline from the year-ago period and a material drop from his historical average of 95% support. It's also well below the average level of support directors have received across the S&P 500 this year, which Harvard Law puts at 96.6%. "Getting over 95% is normal. Getting under 95% is poor, and getting under 90 is very poor. It means people are going out of their way to say they don't want you there anymore," said Kevin Kaiser, an adjunct full professor of finance at The Wharton School of the University of Pennsylvania who teaches a course on shareholder activism. Given how many investors automatically approve what major proxy firms or boards suggest they vote for, "anything below 90 is considered a very bad result" and is rare to see, Kaiser said. Cornell's drop in support comes after he stepped down from his CEO role and transitioned to be Target's executive chairman in February as the company contended with dwindling profits, a falling share price and three straight years of annual sales declines. Neil Saunders, retail analyst and GlobalData managing director, said some analysts and investors viewed Cornell's appointment to executive chair as a "reward for failure" and wanted a clean break from the management team that oversaw so many of Target's issues. "If you don't do a good job as CEO, then arguably you should be cleared out of the boardroom and I think that's how most people view it," Saunders said. "I don't think that that is unreasonable. To get rewarded for delivering a decline in the share price and causing problems for the company, it just doesn't sit well with a lot of people." A Target spokesperson declined to comment and instead referred CNBC to its 2026 proxy statement and a press release it issued announcing the voting results of its annual general meeting. In its proxy statement, the company said keeping the roles of board chair and CEO separate "is appropriate given the company's immediate strategic and operational priorities" as the positions have "distinct roles and responsibilities." "The separated structure allows [CEO Michael Fiddelke] to focus on the business, including implementation of key initiatives, during the initial phase of his CEO tenure, while Mr. Cornell's service as Executive Chair allows the Board to continue to leverage his in-depth knowledge of our business and industry during this transitional phase," the statement reads. Since joining Target as the retailer's CEO in 2014, Cornell grew sales by more than 44% and helped transform it into a $100 billion-plus juggernaut as he oversaw the expansion of its digital presence, grew stores and steered the company through the Covid-19 pandemic.