The Corner Office Has No Mirror: Why Boards Must Finally Hold CEOs Accountable
Written by Ethan Yan
In April 2025, Kohl’s fired its CEO, Ashley Buchanan, a man who had been in the job for less than five months, after he was caught directing vendor contracts to a company run by someone he was romantically involved with. Before that, Kroger ousted its CEO Rodney McMullen over “personal conduct” deemed inconsistent with company ethics. And Nestlé’s Laurent Freixe was pushed out after concealing a relationship with a subordinate. These aren’t isolated scandals. They’re symptoms of a deeper problem: corporate boards have spent decades giving CEOs the benefit of the doubt, and the bill is coming due.
It’s time for corporate boards to stop acting like personal publicists for their executives and start doing their actual jobs, holding the most powerful person in the room accountable.
Misconduct Is the New Pink Slip
For most of corporate history, CEOs got fired for one reason: bad numbers. However, a landmark study by Strategy& found that for the first time in the 19-year history of its research, ethical lapses, not financial underperformance, became the leading cause of forced CEO departures, accounting for 39% of dismissals, compared to financial reasons at 35%. The corner office is no longer a safe haven for bad behavior.
And yet, boards still aren’t doing enough, especially when the misconduct is financial rather than personal. A University of Florida study found that CEOs are five times more likely to be fired for personal misconduct than for overseeing financial fraud. Why? Because when it comes to fraud, a CEO can point fingers elsewhere. When it’s personal, there’s no alibi. That’s a perverse incentive structure. It means that a CEO who quietly presides over an accounting scandal is safer in their job than one who gets caught in a personal scandal. Boards need to close that gap.
The Blind Spot at the Top
Part of the problem is structural. According to the Association of Certified Fraud Examiners, nearly a third of corporate fraud cases are never reported to the board of directors at all. CEOs often control what information flows up to the board, which means they can filter out the very evidence that should trigger their own removal. It’s a governance blind spot big enough to drive a scandal through.
Boeing is the textbook case. Dave Calhoun remained CEO for more than four years while the company lurched from one public failure to the next, safety crises, regulatory scrutiny, and declining performance. The board kept the faith. Meanwhile, the company’s reputation cratered. Similarly, you can look at Wells Fargo’s CEO, John Stumpf. He didn’t personally open millions of fake customer accounts, but his pressure-driven culture made it happen. He eventually resigned, but only after congressional testimony and public outrage made staying untenable. Boards shouldn’t wait for a Senate hearing to act.
What “Accountability” Actually Has to Look Like
Critics of tighter board oversight argue that boards already have too much on their plate, that micromanaging a CEO undermines the executive’s ability to lead, and that firing a CEO too quickly can destabilize a company. These concerns aren’t baseless; the Kohl’s board, for example, fired Buchanan after five months and now faces hard questions about how they hired him in the first place. A reactive board that fires fast is not the same as an accountable one.
But the solution isn’t less oversight, it’s smarter oversight, built in from the start. Research from Harvard Business Review found that boards with directors who have military experience are more decisive and effective at holding CEOs accountable, precisely because they operate with clear expectations, transparent performance standards, and a culture of defined responsibility. That model doesn’t require a military background; it requires boards that define CEO responsibilities precisely, evaluate them consistently, and aren’t afraid to act when those standards aren’t met.
The Call to Action
The stakes are real. CEO misconduct doesn’t just damage reputations; it wipes out shareholder value, destroys employee morale, and in cases like Boeing, puts lives at risk. Boards exist for exactly this moment. They are the last line of defense between a rogue executive and the thousands of people, employees, investors, and customers who depend on the company to be run with integrity.
Here’s what needs to happen: every public company board should be required to conduct annual independent reviews of CEO conduct, not just performance. Ethics should be a standing item on the board agenda, not an emergency measure. Whistleblower channels must report directly to independent directors, bypassing the CEO entirely. Compensation clawback provisions should be standard and enforceable, so that executives who behave badly don’t walk away with golden parachutes.
The corner office comes with enormous power. It’s time the boardroom matched it with equally serious accountability. Stop waiting for the scandal to break. Start building the structures that prevent it.
