Kroger Co DEF 14A, filed May 15, 2025

Kroger Co (KR)

DEF 14A 2025-05-15 For: 2025-06-26

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Added on June 12, 2026

About this DEF 14A

Kroger Co filed this DEF 14A on May 15, 2025.

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Atlanta Division	Food 4 Less	Mid-Atlantic Division
Stephanie Williams	Larry Watson	Kenny Williams


Central Division	Fred Meyer Division	Ralphs Division
Anna Young	Jodie Peters	Toni Fortune


Cincinnati-Dayton Division	Fry’s Division	Roundy’s Division
Teresa Frey	Gwen Wood	Gene Smazal


Columbus Division	Houston Division	QFC Division
Terri Shepard	Cherie Diehl	Shawna Balmelli


Delta Division	Mariano’s Division	Smith’s Division
Luke Cordova	Julie Walker	Kathy Lisby


Dillons Division Shawn Clark	Michigan Division Crystal Lamattina

Proposals	Board Recommendation
No. 1 Election of Directors	FOR Each Director Nominee recommended by your Board
No. 2 Advisory Vote to Approve Executive Compensation	FOR
No. 3 Ratification of Independent Auditors	FOR
Nos. 4 – 6 Shareholder Proposals	AGAINST Each Proposal

	Nora Aufreiter	Kevin Brown	Elaine Chao	Anne Gates	Karen Hoguet	Clyde Moore	Ronald Sargent	Amanda Sourry	Mark Sutton	Ashok Vemuri	Total (of 10)
Business Management	•	•	•	•	•	•	•	•	•	•	10
Retail	•			•	•		•	•			5
Consumer	•	•	•	•	•		•	•			7
Financial Expertise	•	•	•	•	•	•	•	•	•	•	10
Risk Management		•	•	•	•	•	•	•	•	•	9
Operations & Technology	•	•	•	•		•	•	•	•	•	10
Responsible Business Practices	•	•	•	•	•	•	•	•	•	•	10
Manufacturing		•		•		•			•		4

Name	Title
W. Rodney McMullen*	Former Chairman and Chief Executive Officer
Todd Foley	Senior Vice President and Interim Chief Financial Officer
Mary Ellen Adcock	Executive Vice President and Chief Merchant and Marketing Officer
Yael Cosset	Executive Vice President and Chief Digital Officer
Timothy A. Massa	Executive Vice President and Associate Experience Officer
Gary Millerchip**	Former Senior Vice President and Chief Financial Officer

When:	June 26, 2025, at 11:00 a.m. eastern time.
Where:	Webcast at www.virtualshareholdermeeting.com/KR2025
Items of Business:	1.	To elect 10 director nominees

	We delivered strong performance in 2024. Kroger achieved strong results in 2024 as we executed on our Leading with Fresh and Accelerating with Digital strategy, building on growth over the last three years. We are delivering a fresh, affordable, and seamless shopping experience for our customers, with zero compromise on quality, selection, or convenience. We are delivering on our financial commitments through our strong, resilient Value Creation Model. In 2024, we achieved financial performance results of ID sales, without fuel, of 1.5%, and adjusted FIFO operating profit, including fuel, of $4.7 billion¹.

	Our executive compensation program aligns with long-term shareholder value creation. 92% of our CEO’s target total direct compensation and, on average, 84% of the other NEOs’ compensation is at risk and performance-based, tied to achievement of performance targets that are important to our shareholders or our long-term share price performance.

	The annual performance incentive was earned above target. The annual incentive program, based on a grid of identical sales, excluding fuel, and adjusted FIFO operating profit, including fuel, paid out at 108.7% of target, in line with the goals and targets set by the Committee.

	5.	To transact other business as may properly come before the meeting.
Who can Vote:	Holders of Kroger common shares at the close of business on the record date April 28, 2025 are entitled to notice of and to vote at the meeting.


Attending the Meeting:	Shareholders holding shares at the close of business on the record date may attend the virtual meeting. You will be able to attend the Annual Meeting, vote and submit your questions in advance of and in real-time during the meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/KR2025. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive the proxy materials by mail.

	Nora Aufreiter	Kevin Brown	Elaine Chao	Anne Gates	Karen Hoguet	Clyde Moore	Ronald Sargent	Amanda Sourry	Mark Sutton	Ashok Vemuri	Total (of 10)
Business Management	•	•	•	•	•	•	•	•	•	•	10
Retail	•			•	•		•	•			5
Consumer	•	•	•	•	•		•	•			7
Financial Expertise	•	•	•	•	•	•	•	•	•	•	10
Risk Management		•	•	•	•	•	•	•	•	•	9
Operations & Technology	•	•	•	•		•	•	•	•	•	10
Responsible Business Practices	•	•	•	•	•	•	•	•	•	•	10
Manufacturing		•		•		•			•		4


		Nora A. Aufreiter Ms. Aufreiter is Director Emeritus of McKinsey & Company, a global management consulting firm. She retired in June 2014 after more than 27 years with McKinsey, most recently as a director and senior partner. During that time, she worked extensively in the U.S., Canada, and internationally with major retailers, financial institutions, and other consumer-facing companies. Before joining McKinsey, Ms. Aufreiter spent three years in financial services working in corporate finance and investment banking. She is a member of the Board of Directors of The Bank of Nova Scotia and is chair of the Board of Directors of MYT Netherlands Parent B.V., the parent company of MyTheresa.com, an e- commerce retailer. She is also on the board of a privately held company, Cadillac Fairview, a subsidiary of Ontario Teachers’ Pension Plan, which is one of North America’s largest owners, operators, and developers of commercial real estate. Ms. Aufreiter is chair of the board of St. Michael’s Hospital and is a member of the Dean’s Advisory Board for the Ivey Business School in Ontario, Canada. Ms. Aufreiter has extensive broad business experience in a variety of retail sectors, including 10 years of corporate governance experience, 30 years of personnel and leadership development experience, and 10 years of real estate experience. Her vast experience in leading McKinsey’s North American Retail Practice, North American Branding service line and the Consumer Digital and Omnichannel service line is of particular value to the Board. In addition, during her tenure with McKinsey, the firm advised consulting clients on a variety of matters, including sustainability topics and setting and achieving sustainability goals, which is of value to the Board and the Public Responsibilities Committee. Ms. Aufreiter has served on our Public Responsibilities Committee for ten years, the last five as chair. Ms. Aufreiter holds a certificate in sustainability from the Stanford Doer School. In 2021, she led the Board’s review of its responsible business strategy to clarify committee oversight of the different elements on this strategy. She also brings to the Board valuable insight on commercial real estate. In her current role as Chair of the Human Capital and Compensation Committee for the Bank of Nova Scotia, Ms. Aufreiter has responsibility for overseeing senior management succession and CEO evaluation and incentive compensation. In her previous role as Chair of the Corporate Governance Committee of The Bank of Nova Scotia, Ms. Aufreiter had responsibility for overseeing shareholder engagement, board succession planning, and ESG strategy and priorities. This experience is of particular value to the Board and to her role as the Chair of the Public Responsibilities Committee.
Age 65	Director Since 2014
Committees: Finance Public Responsibilities¹ Qualifications: Business Management Retail Consumer Financial Expertise Operations & Technology Responsible Business Practices

		Kevin M. Brown Mr. Brown is the Executive Vice President of Global Operations and Chief Supply Chain Officer at Dell Technologies, a leading global technology company. His previous roles at Dell include senior leadership roles in procurement, product quality, and manufacturing. Mr. Brown joined Dell in 1998 and has held roles of increasing responsibility throughout his career, including Chief Procurement Officer and Vice President, ODM Fulfillment & Supply Chain Strategy before being named Chief Supply Chain Officer in 2013. Before Dell, he spent 10 years in the shipbuilding industry at Newport News Shipbuilding, where he held leadership roles in reactor plant engineering, construction management and facilities. Mr. Brown currently serves on the National Committee of the Council on Foreign Relations and the boards of the John F. Kennedy Library Foundation, The Howard University Center for Supply Chain Excellence and the George Washington University National Advisory Counsel for the School of Engineering. Mr. Brown is a global leader with extensive leadership experience and supply chain innovation experience. His efforts led Dell to be recognized as having one of the most efficient, sustainable, and innovative supply chains. Mr. Brown has established himself as an authority on sustainable business practices. His combined deep global supply chain and procurement expertise and track record of sustainability and resilience leadership, as well as his experience in circular economic business practices, are of value to the Board in his roles as director and member of the Public Responsibilities Committee. His deep expertise in all matters related to supply chain, supply chain resilience, and risk and crisis management are of particular value to the Board.
Age 62	Director Since 2021
Committees: Compensation and Talent Development Public Responsibilities Qualifications: Business Management Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices Manufacturing

		Elaine L. Chao Ms. Chao served as the 18^th U.S. Secretary of Transportation from January 2017 until January 2021. Prior thereto, she served as the 24^th U.S. Secretary of Labor from January 2001 until January 2009, and was the first woman of Asian American & Pacific Islander heritage to serve in a President’s cabinet in history. Previously, Ms. Chao was President and CEO of United Way of America, Director of the Peace Corps, and a banker with Citicorp and BankAmerica Capital Markets Group. She earned her M.B.A. from Harvard Business School and has served on a number of Fortune 500 boards. She currently serves on the Board of Directors of ChargePoint Holdings, Inc., a new economy technology company in the mobile sector focusing on sustainable and environmentally friendly transportation, and of Mobileye Global Inc., a leader in the development and deployment of advanced driver assisted systems and autonomous driving technologies and solutions. In the past five years, she also served as a director of Embark Technology, Inc. and Hyliion Holdings Corp. Recognized for her extensive record of accomplishments and public service, she is also the recipient of 38 honorary doctorate degrees. In her capacity as a director on numerous public boards while out of government, she has advocated for innovation and business transformations. She has also been a director on many private and nonprofit boards, including Harvard Business School Board of Dean’s Advisors and Global Advisory Board, Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028, and a trustee of the Kennedy Center for the Performing Arts. Ms. Chao brings to the Board extensive experience in the public, private, and non-profit sectors. In her two cabinet positions, she led high-profile organizations, navigating complex regulatory and public policy environments, and she provides the Board with valuable insight on strategy, logistics, transportation, and workforce issues. Under her leadership, the Department of Labor set up a record number of health and safety partnerships with labor unions. While she was Director of the Peace Corps, she launched the first Peace Corps programs in the newly independent Baltic states and the former republics of the former Soviet Union, including Ukraine. This experience leading social impact at scale is of value to the Board in her role as an independent director and member of the Public Responsibilities Committee. Ms. Chao’s leadership and governance expertise gained from her government service, nonprofits, and public company boards is of value to the Board.
Age 72	Director Since 2021
Committees: Corporate Governance Public Responsibilities Qualifications: Business Management Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices

		Anne Gates Ms. Gates was President of MGA Entertainment, Inc., a privately-held developer, manufacturer, and marketer of toy and entertainment products for children, from 2014 until her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1992-2012. Her roles included Chief Financial Officer for Disney Consumer Products (DCP and Managing Director, DCP, Europe, and emerging markets. She is currently the Chair of the Board of Directors of Tapestry, Inc., where she serves as Chair of the Governance Committee, serves on the Audit Committee, and is on the Tapestry Foundation Board. She is also a director of Raymond James Financial, Inc., where she is the Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. She is also a member of the Boards of the Salzburg Global Seminar, PBS SoCal, Save the Children, and the Packard Foundation. Ms. Gates has extensive experience in the retail and consumer products industry. She brings to the Board financial expertise gained while serving as President of MGA and CFO of a division of The Walt Disney Company. Ms. Gates has a broad business background in finance, marketing, strategy, and business development, including international business. As the Chair of the Corporate Governance Committee at Raymond James Financial, Inc., she oversees their code of ethics, Board composition, shareholder proposals, and shareholder engagement efforts. These experiences combined with her experience as the Chair of the board of Tapestry and its Governance Committee are also of particular value to the Board in her role as an independent director and member of the Corporate Governance Committee. Her financial leadership and consumer products expertise is of particular value to the Board. Ms. Gates has been designated an Audit Committee financial expert and serves as Chair of the Audit Committee.
Age 65	Director Since 2015
Committees: Audit¹ Corporate Governance Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices Manufacturing

		Karen M. Hoguet Ms. Hoguet served as the Chief Financial Officer of Macy’s, Inc. from October 1997 until July 2018 when she became a strategic advisor to the Chief Executive Officer until her retirement in 2019. Previously, she served on the board of Nielsen Holdings plc, as the chairman of the Audit Committee and a member of the Finance Committee. She also serves on the board of UC Health. Ms. Hoguet has extensive broad financial and operational leadership experience within the omnichannel retail sector. She has a proven track record of success in driving transformations, delivering strong financial performance, and forming strong relationships with investors and industry analysts. She has extensive knowledge across all areas of finance, including financial planning, investor relations, M&A, accounting, treasury and tax, as well as strategic planning, credit card services and real estate. Ms. Hoguet played a critical role in the successful turnaround of Federated Department Stores, from bankruptcy to an industry leading omnichannel retailer, which was accomplished through acquisitions, divestiture and other strategic changes including building an omnichannel model and developing a new strategic approach to real estate. Her long tenure as a senior executive of a publicly traded company with financial, audit, strategy, and risk oversight experience is of value to the Board as is her public company experience, both as a long-serving executive, and as a board member. In addition, her strong business acumen, understanding of diverse cross-functional issues, and ability to identify potential risks and opportunities are also of value to the Board. Ms. Hoguet has been designated an Audit Committee financial expert and serves as Chair of the Finance Committee.
Age 68	Director Since 2019
Committees: Audit Finance¹ Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices

		Clyde R. Moore Mr. Moore was Chairman and Chief Executive Officer of First Service Networks, a national provider of facility and maintenance repair services, from 2000 to 2014, and Chairman until his retirement in 2015. Previously, Mr. Moore was President and CEO of Thomas & Betts, a global manufacturer of electric connectors and components, and President and COO of FL Industries, Inc., an electrical component manufacturing company. Mr. Moore is currently President and CEO of Gliocas LLC, a management consulting firm serving small businesses and non-profits. Mr. Moore was a leader in the founding of the Industry Data Exchange Association (IDEA), which standardized product identification data for the electrical industry, allowing the industry to make the successful transition to digital commerce. Mr. Moore was Chairman of the National Electric Manufacturers Association and served on the Executive Committee of the Board of Governors of the National Association of Manufacturers. He served on the advisory board of Mayer Electrical Supply for over 20 years, including time as lead director, until the sale of the company in late 2021. Mr. Moore has extensive general management experience in public and private companies. He has extensive experience as a corporate leader overseeing all aspects of a facilities management firm and numerous manufacturing companies. Mr. Moore’s expertise broadens the scope of the Board’s experience to provide oversight to Kroger’s facilities, digital, and manufacturing businesses, and he has a wealth of Fortune 500 experience in implementing technology transformations. Additionally, his expertise and leadership as Chair of the Compensation Committee is of particular value to the Board. Mr. Moore’s participation on the Corporate Governance Committee is also of value to the Board.
Age 71	Director Since 1997
Committees: Compensation & Talent Development¹ Corporate Governance Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Responsible Business Practices Manufacturing

		Ronald L. Sargent Mr. Sargent was elected Chairman of the Board and Interim Chief Executive Officer in March 2025. Prior thereto, he served as Lead Director of the Board of Directors since 2017. Mr. Sargent was Chairman and Chief Executive Officer of Staples, Inc., a business products retailer, where he was employed from 1989 until his retirement in 2017. Prior to joining Staples, Mr. Sargent spent 10 years with Kroger in various positions. He is a director of Five Below, Inc. and Wells Fargo & Company. Currently, Mr. Sargent is a member of the board of directors of City of Hope and chairman of the board of directors of the John F. Kennedy Library Foundation. Mr. Sargent has extensive retail experience, first with Kroger and then with increasing levels of responsibility and leadership at Staples, Inc. His efforts helped carve out a new market niche for the international retailer. In his role as Chair of the Wells Fargo Human Resources Committee, he oversees human capital management, human capital risk, and culture and ethics. In his role as a member of the Five Below Nominating and Corporate Governance Committee, he oversees social and environmental governance, including corporate citizenship. These committee experiences are of value to the Board. His understanding of retail operations, consumer insights, and e-commerce are also of value to the Board.
Age 69	Director Since 2006
Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices

		J. Amanda Sourry Knox (Amanda Sourry) Ms. Sourry was President of North America for Unilever, a personal care, foods, refreshment, and home care consumer products company, from 2018 until her retirement in December 2019. She held leadership roles of increasing responsibility during her more than 30 years at Unilever, both in the U.S. and Europe, including president of global foods, executive vice president of global hair care, and executive vice president of the firm’s UK and Ireland business. From 2015 to 2017, she served as President of their Global Foods Category. Ms. Sourry currently serves on the board for PVH Corp., where she chairs the Compensation Committee and serves on the Nominating, Governance & Management Development Committee. She is also a non-executive director of OFI, a provider of on-trend, natural and plant-based products, focused on delivering sustainable and innovative solutions to consumers across the world, and a member of their Remuneration and Talent Committee, the Audit and Risk Committee, and the Sustainability Committee. She is also a supervisory director of Trivium Packaging B.V., a sustainable packaging company. Ms. Sourry has extensive experience in the CPG and retail industry. As a member of PVH Corp.’s Nominating, Governance, & Management Development Committee, her experience with monitoring issues of corporate conduct and culture, and providing oversight of talent programs as it relates to management development, leadership assessment, and succession planning programs and processes is of particular value to her role as a member of the Compensation & Talent Development Committee and the Board. She brings to the Board her extensive global marketing and business experience in consumer- packaged goods as well as customer development, including overseeing Unilever’s digital efforts. Ms. Sourry was actively involved in Unilever’s global talent and sustainability initiatives, which is of value to the Board and to the Compensation & Talent Development Committee. She also has a track record of driving sustainable, profitable growth across scale operating companies and global categories in both developed and emerging markets. Ms. Sourry’s history in profit and loss responsibility and oversight, brand management, people leadership, and capabilities development is of value to the Board.
Age 61	Director Since 2021
Committees: Compensation & Talent Development Finance Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices

		Mark S. Sutton Mr. Sutton was Chairman and Chief Executive Officer of International Paper, a leading global producer of renewable fiber-based packaging, pulp, and paper products until his retirement in 2024. Prior to becoming CEO in 2014, he served as President and Chief Operating Officer with responsibility for running International Paper’s global business. Mr. Sutton joined International Paper in 1984 as an Electrical Engineer. He held roles of increasing responsibility throughout his career, including Mill Manager, Vice President of Corrugated Packaging Operations across Europe, the Middle East and Africa, Vice President of Corporate Strategic Planning, and Senior Vice President of several business units, including global supply chain. He serves on the board of directors of Louisiana State University Foundation. Mr. Sutton has extensive leadership experience with increasing levels of responsibility and leadership at International Paper. At International Paper, he oversaw their robust sustainability disclosures which are aligned with GRI, and their Vision 2030, which set forth ambitious forest stewardship targets and plans to transition to renewable solutions and sustainable operations. He also oversaw International Paper’s Vision 2030 goals pertaining to diversity and inclusion. He brings to the Board the critical thinking that comes with an electrical engineering background as well as his experience leading a global company with labor unions. His strong strategic planning background, manufacturing and supply chain experience, and his leadership are of value to the Board. Since March 2025, Mr. Sutton serves as Chair of the Corporate Governance Committee and Lead Director of the Board. Mr. Sutton’s global executive leadership experience and his corporate governance experience as Chairman and CEO of International Paper serve as the basis for his leadership role as Lead Director.
Age 63	Director Since 2017
Committees: Compensation & Talent Development Corporate Governance¹ Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Responsible Business Practices Manufacturing

		Ashok Vemuri Mr. Vemuri was Chief Executive Officer and a Director of Conduent Incorporated, a global digital interactions company, from its inception as a result of the spin-off from Xerox Corporation in January 2017 to 2019. He previously served as Chief Executive Officer of Xerox Business Services, LLC and as an Executive Vice President of Xerox Corporation from July 2016 to December 2016. Prior to that, he was President, Chief Executive Officer, and a member of the Board of Directors of IGATE Corporation, a New Jersey-based global technology and services company now part of Capgemini, from 2013 to 2015. Before joining IGATE, Mr. Vemuri spent 14 years at Infosys Limited, a multinational consulting and technology services company, in a variety of leadership and business development roles and served on the board of Infosys from 2011 to 2013. Prior to joining Infosys in 1999, Mr. Vemuri worked in the investment banking industry at Deutsche Bank and Bank of America. Mr. Vemuri is a member of the Board of Directors of Opal Fuels and is chair of its Audit Committee. Mr. Vemuri brings to the Board a proven track record of leading technology services companies through growth and corporate transformations. His experience as CEO of global technology companies as well as his experience with cyber security and risk oversight are of value to the Board as he brings a unique operational, financial, and client experience perspective. Additionally, Mr. Vemuri served on our Public Responsibilities Committee which gives him additional perspectives on risk oversight that he brings to the Audit Committee. Mr. Vemuri has been designated an Audit Committee financial expert.
Age 57	Director Since 2019
Committees: Audit Finance Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Responsible Business Practices

	●	The effectiveness of the Board and Board Committees and the active participation of all directors
	●	The Board and Committees’ skills and experience and whether additional skills or experience are needed
	●	The effectiveness of Board and Committee meetings, including the frequency of the meetings
	●	Board interaction with management, including the level of access to management, and the responsiveness of management
	●	The effectiveness of the Board’s evaluation of management performance
	●	Additional subject matters the Board would like to see presented at their meetings or Committee meetings
	●	Board’s governance procedures
	●	The culture of the Board to promote participation in a meaningful and constructive way

Name	Fees Earned or Paid in Cash	Stock Awards⁽¹⁾	Change in Pension Value and Nonqualified Deferred Compensation⁽²⁾	Total
Nora A. Aufreiter	$124,256	$198,577	$0	$322,833
Kevin M. Brown	$104,375	$198,577	$0	$302,952
Elaine L. Chao	$104,375	$198,577	$0	$302,952
Anne Gates	$139,167	$198,577	$0	$337,744
Karen M. Hoguet	$134,196	$198,577	$0	$332,773
Clyde R. Moore	$124,256	$198,577	—	$322,833
Ronald L. Sargent	$173,958	$198,577	$6,280	$378,815
Amanda Sourry	$104,375	$198,577	$0	$302,952
Mark S. Sutton	$104,375	$198,577	$0	$302,952
Ashok Vemuri	$114,315	$198,577	$0	$312,892

Name	Amount and Nature of Beneficial Ownership⁽¹⁾	Options Exercisable on or before June 27, 2025 – included in column (a)
Mary Ellen Adcock	318,232	99,509
Nora A. Aufreiter⁽²⁾	57,053	—
Kevin M. Brown	19,038	—
Elaine L. Chao⁽²⁾	16,495
Yael Cosset	369,660	230,536
Todd A. Foley	66,353	21,525
Anne Gates⁽²⁾	51,971	—
Karen M. Hoguet⁽³⁾	27,586	—
Timothy A. Massa⁽⁴⁾	517,379	275,203
W. Rodney McMullen⁽⁵⁾	6,154,900	2,501,970
Gary Millerchip	84,797	—
Clyde R. Moore	125,957	—
Ronald L. Sargent⁽²⁾	252,312	—
Amanda Sourry	19,038	—
Mark S. Sutton⁽²⁾	46,814	—
Ashok Vemuri	32,934	—
Directors and executive officers as a group (21 persons, including those named above) ⁽⁶⁾	2,898,872	1,102,040

Name	Address	Amount and Nature of Ownership	Percentage of Class
Berkshire Hathaway Inc.	3555 Farnman Street Omaha, NE 68131	50,000,000⁽¹⁾	7.0%
BlackRock, Inc.	50 Hudson Yards New York, NY 10001	67,356,305⁽²⁾	9.3%
The Vanguard Group	100 Vanguard Blvd. Malvern, PA 19355	81,623,904⁽³⁾	11.35%

	Annual			Long-Term
Year	Salary	Target Annual Incentive	Total Annual	Performance Units	Restricted Stock	Stock Options	Total LTI	Target TDC	Increase
2024	1,450	2,900	4,350	6,625	3,975	2,650	13,250	17,600	5.4%
2023	1,400	2,800	4,200	6,250	3,750	2,500	12,500	16,700

Name	2023 Base Salary	2024 Base Salary
W. Rodney McMullen	$1,400,000	$1,450,000
Todd Foley	*	$600,000
Mary Ellen Adcock	*	$900,000
Yael Cosset	$875,000	$950,000
Timothy A. Massa	$900,000	$935,000
Gary Millerchip	$900,000	$900,000

Name	2023 Target Annual Incentive	2024 Target Annual Incentive
W. Rodney McMullen	$2,800,000	$2,900,000
Todd Foley	--	$700,000
Mary Ellen Adcock	--	$900,000
Yael Cosset	$950,000	$950,000
Timothy A. Massa	$850,000	$900,000
Gary Millerchip	$950,000	$950,000

Annual 2024			Total Identical Sales
AIP Grid
			-1.00%	-0.50%	0.00%	0.30%	0.65%	1.00%	1.35%	1.70%	1.95%	2.20%	2.45%	2.70%	3.00%	3.50%	4.00%
Adjusted FIFO Operating Profit ($M)	≥	4,509	0%	5%	30%	35%	40%	65%	75%	90%	105%	120%	135%	150%	160%	170%	180%
	≥	4,609	5%	15%	40%	45%	50%	75%	85%	100%	115%	130%	145%	160%	170%	180%	190%
	≥	4,709	10%	25%	50%	55%	60%	85%	95%	110%	125%	140%	155%	170%	180%	190%	200%
	≥	4,809	15%	35%	60%	65%	70%	95%	105%	120%	135%	150%	165%	180%	190%	200%	200%
	≥	4,909	20%	45%	70%	75%	90%	105%	115%	130%	145%	160%	175%	190%	200%	200%	200%
	≥	5,009	25%	55%	80%	85%	100%	125%	130%	140%	155%	170%	185%	200%	200%	200%	200%
	≥	5,109	30%	65%	90%	105%	110%	135%	140%	150%	165%	180%	195%	200%	200%	200%	200%
	≥	5,209	35%	75%	100%	110%	120%	145%	150%	160%	175%	190%	200%	200%	200%	200%	200%
	≥	5,309	40%	85%	110%	120%	130%	155%	160%	170%	185%	200%	200%	200%	200%	200%	200%

Corporate Plan Metric	2024 Performance⁽¹⁾	Payout
Identical Sales, excluding fuel	1.5%	98.7%
Adjusted FIFO Operating Profit, including fuel	$4.7 B	98.7%
Composite Score Kicker		10%
Total Payout		108.7%

Corporate Plan Metric	Payout Percentage	Weight
*For 10 Months*
Corporate Annual Bonus Plan	98.7%	60%
Team Metrics	131.3.%	40%
Composite Score Kicker	10%
*Subtotal*	121.7%
*Prorated Payout (121.7% x .833)*	101.4%

*For 2 Months*
Corporate Annual Bonus Plan	98.7%	60%
Team Metrics	107.1%	40%
Composite Score Kicker	10%
*Subtotal*	112.1%
*Prorated Payout (112.1% x .167)*	18.7%
Total Payout [(121.77 x .833) + (112.1 x .167)]		120.1%

	2022 – 2024 LTIP	2023 – 2025 LTIP	2024 – 2026 LTIP
Performance Units and Dividend Equivalents	Performance units are equity grants which are paid out in Kroger common shares, based on actual performance at the end of the 3-year performance period, along with dividend equivalents for the performance period on the number of issued common shares ultimately earned.
Performance Metrics	● Adjusted Total Sales without Fuel + Fuel Gallons; ● Value Creation Metric (iTSR) Percentage; ● Fresh Equity metric; and ● Relative Total Shareholder Return modifier
Determination of Payout	The payout percentage, based on the extent to which the performance metrics are achieved, is applied to number of performance units awarded.
Maximum Payout	187.5%	187.5%	187.5%
Payout Date	March 2025	March 2026	March 2027

Metric	Rationale for Use	Weighting
Adjusted Total Sales without Fuel + Fuel Gallons	●     This metric represents total revenue dollars without fuel + the number of fuel gallons sold over the three-year term of the plan. It represents the important metric of top line growth of the business from all channels.	25%
Value Creation Metric (iTSR) Percentage	●      This financial metric equals adjusted earnings per diluted share (EPS) growth plus dividend yield. These two metrics, which are driven by operating profit growth and free cash flow, respectively, are essential elements of our value creation algorithm.	50%
Fresh Equity metric	●      Fresh is a key element of how people decide where to shop. It drives trips and therefore delivers business results. Fresh is the core focus of how we differentiate and drive great engagement with customers and it will be a key driver of our growth.	25%

TSR Rank Relative to S&P 500	Modifier
25^th percentile	75%
50^th percentile	100%
75^th percentile	125%

Metric	Performance	Goal	Final Payout Percentage
Adjusted Total Sales without Fuel + Fuel Gallons	$137.6B	$139.8B	72.4%
Value Creation Metric (iTSR)	8.9%	11%	78.6%
Fresh Equity Metric	43.0	46.1	0%
Payout Before Modifier			57.4%
Relative TSR Modifier	>50% Percentile*	>50% Percentile	121.0%
TOTAL Payout for 2022-2024 Plan			69.4%

TSR Rank in S&P 500	Payout Multiplier
1 to 125	125%
250	100%
375 to 500	75%
Actual Result = 145	121%

Position	Multiple
Chief Executive Officer	5 times base salary
President and Chief Operating Officer	4 times base salary
Executive Vice Presidents and Senior Vice Presidents	3 times base salary
Independent Directors	5 times annual base cash retainer