Shareholders group cites a 70% drop in board engagement and collapsed union talks as reasons to separate Brian Niccol's dual role
A shareholders’ group is calling on the Starbucks board to separate its CEO and board chair positions.
They point to a sharp drop in director engagement, deteriorating labor relations, and the quiet dissolution of a key oversight committee as evidence that the combined role held by Brian Niccol is undermining accountability.
The proposal was filed by the SOC Investment Group, a labor-affiliated shareholder advocacy organization, and is co-sponsored by United Church Funds.
It asks the Starbucks board to adopt a policy requiring the two roles be held by different individuals, applied prospectively so as not to violate Niccol's existing contract.
The numbers behind the governance concern
The proposal highlights a collapse in shareholder engagement. Under the previous independent board chair, Starbucks independent directors held 30 engagements with shareholders in 2024.
In 2025, the first full year under the combined Niccol structure, that figure fell to just nine, a roughly 70 percent decline year-over-year, according to the proposal document.
Proponents argue the drop reflects a structural problem, not a coincidence. When the CEO also chairs the board, they contend, independent oversight weakens because the person running day-to-day operations is also setting the agenda for the body meant to hold them accountable.
"Governance practices and responsiveness to shareholders have deteriorated since Starbucks combined the roles of CEO and Board Chair with the hiring of Brian Niccol," said Emma Bayes, deputy director of the SOC Investment Group. "Separating the Board Chair and CEO roles would be a win-win, improving both accountability and Board oversight."
The proposal also notes that 60 percent of S&P 500 companies already separate the two roles, citing Spencer Stuart's 2024 Board Index, making Starbucks an outlier among its large-cap peers.
A committee created and dissolved in two years
Shareholders are also raising concern about the November 2025 dissolution of the Environmental, Partner, and Community Impact Committee, or EPCI; a standing board committee established in November 2023 under the previous independent chair. Its mandate included oversight of Starbucks' labor commitments, environmental promises, and community impact.
The committee was removed less than two years after its creation, with no timely notice to shareholders, according to the proposal.
Its disappearance is particularly notable given that labor relations oversight was central to its original mandate, and labor relations have become one of the most contentious issues at the company.
Labor relations as a governance red flag
Before Niccol was appointed chair and CEO, Starbucks and Starbucks Workers United had negotiated 33 tentative collective bargaining agreement provisions. That progress stalled after his arrival, culminating in a barista strike in November 2025.
Talks resumed in early 2026, but in April 2026 the union publicly accused Starbucks of negotiating in bad faith after the company backtracked on seven previously agreed-upon items. The proposal characterizes the ongoing dispute as causing "significant reputational damage" to the brand.
"We are concerned with what we are seeing at Starbucks," said Matthew Illian, director of responsible investing at United Church Funds. "The person leading the Board should not also be the executive the Board is charged with overseeing."
Why this matters for wealth management professionals
The Starbucks proposal is part of a broader conversation in institutional investing about the governance risks of combined CEO-chair structures and the presents a concrete voting decision ahead of the company's next annual meeting.
It also illustrates how governance failures can compound. The EPCI committee was designed to provide oversight of the exact issues - labor relations and partner accountability - that have since generated headlines and reputational risk. Its removal, critics argue, removed an early-warning mechanism precisely when it was most needed.
If the proposal is implemented, the board chair and CEO roles would be separated upon the conclusion of Niccol's current contractual terms, meaning the change would not be immediate, but would set a structural precedent for how Starbucks is governed going forward.
Starbucks has not publicly responded to the proposal as of publication. The company's next annual shareholder meeting date has not yet been announced.
