Activist buyers name on Kohl’s board to oust chairman, CEO

An activist investor desires Kohl’s to take away longtime chair Peter Boneparth and veteran chief government Michelle Gass.

In a letter despatched Thursday to the board of the division retailer chain, Ancora Holdings claimed Boneparth and Gass had did not reverse Kohl’s “sustained poor efficiency” and unlock shareholder worth.

“The mix of Boneparth’s ineffective Board management and poor administration execution, as evidenced by the variety of corporations, compelled us to name upon a brand new chairman and CEO at a important crossroads on this highway,” Ancora wrote.

Coronary heart Safety Closing Change Change %
KSS KOHL’S CORP. 26.93 -0.97 -3.48%

The letter mentioned Kohl’s shares have fallen 11.38% since Bonepath’s appointment as director in 2008 and 24.71% since Gass was appointed CEO-elect in September 2017.


The corporate, which owns 2.5% of the retailer’s excellent inventory, mentioned it had spent almost 18 months personally participating with Kohl’s management on suggestions to assist flip its enterprise round.

“We significantly withhold public criticism throughout this era to present Kohl time to bounce again from the COVID-19 pandemic, conduct a productive evaluation of strategic alternate options and provide you with a viable standalone plan that buyers can assist,” the letter mentioned. “We’re deeply dissatisfied that Kohl’s has failed to fulfill every of those vital priorities underneath Chairman Peter Boneparth (who has been a director for almost 15 years) and Chief Govt Officer Michelle Gass (who has been a c-level chief for almost a yr). decade).”

A automobile passes the doorway of the Kohl division retailer in Orlando, Florida (AP Photograph/John Raoux, File)

Ancora argued that Kohl wanted new management with “demonstrated expertise in price management, margin enlargement, product catalog optimization and, most significantly, turnover.”

Final yr, Kohl’s agreed so as to add three new administrators to the board after Ancora, Macellum Advisors and Legion Companions Asset Administration tried to take management. Sources accustomed to the matter advised FOX Enterprise that Ancora believes former Burlington Shops CEO Thomas Kingsbury, who joined Kohl’s board in 2021 as a part of the settlement, may work as a possible successor to Gass or Boneparth.

A consultant for Kingsbury didn’t instantly return a request for remark from FOX Enterprise.


In accordance with Ancora, Gass is a “proficient chief” who “deserves credit score for constructing an progressive partnership with Sephora USA, Inc. and bringing the group collectively in the course of the pandemic.”

Nevertheless, they blamed Gass for “an unsettling c-suite turnover charge” and mentioned he had chosen “suboptimal personnel.” Additionally they mentioned almost $60 million in compensation between fiscal years 2017 and 2021 was an excessive amount of given the corporate’s poor returns and worrying depreciation charges.

Moreover, the letter claims Boneparth’s board has helped create an surroundings through which Gass is “not properly positioned to guide.”

A Kohl spokesperson advised FOX Enterprise that the board “unanimously helps” Gass and his management workforce.

“We stay dedicated to maximizing worth and performing within the pursuits of all our shareholders whereas staying centered on operating the enterprise, and the Board continues to actively have interaction with administration to navigate immediately’s retail surroundings,” the corporate added.


The letter got here after Kohl’s rejected a number of gives from potential consumers as a result of they had been too low. Most lately, Kohl ended gross sales talks with the Franchise Group in July. The homeowners of Vitamin Shoppe initially supplied $60 per share however later lowered the bid to $53 per share because of the unsure financial surroundings.

Earlier this month, folks accustomed to the matter advised Reuters that non-public fairness agency Oak Avenue Actual Property Capital made a bid to amass as a lot as $2 billion in properties from Kohl’s and requested the corporate to lease again its shops.

Customary & Poor’s downgraded Kohl’s ranking on September 16, citing aggressive stress within the rising and extremely aggressive division retailer section that continues to be vital.

“With the failed different evaluation and up to date credit standing downgrade now overshadowing what is supposed by a shrinking enterprise, we count on that Kohl’s has began buying and selling at a steep low cost to its liquidation worth,” the Ancora letter added. “The onus now lies with administration to start executing flawlessly towards a backdrop that features excessive inflation, intense competitors, and recessionary boundaries.”

On the time of publication, Kohl’s inventory has fallen about 45% this yr.

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