Kohl board member 'noisily withdrew'. That's good

THE ALARM BELLS are ringing for investors in Kohl's Corp.

- Bloomberg

Earlier this month the retailer named its fourth CEO in less than three years, after the board fired chief executive Ashley Buchanan for directing business to an undisclosed romantic partner. Beyond the mess in the C-suite, the stock is down about 45% year-to-date as the company struggles to turn around declining sales in a sector that is an overall disaster.

But the most glaring sign that something's amiss is the resignation of Kohl's board member Christine M. Day, a longtime retail executive. It's not the fact that she quit that should spark concerns, but how she went about it.

Corporate boards are a black box by design; shareholders rarely know the full story of what goes on around the boardroom table. That includes director departures. The tacit agreement for board members is that when you go, you go quietly.

Day didn't follow that unspoken rule, instead choosing the scorched earth approach. On her way out the door, she made clear in a string of emails the company filed with the SEC that she had been "continually disappointed with the level of governance."