Kroger Co DEF 14A, filed May 13, 2026

Kroger Co (KR)

DEF 14A 2026-05-13 For: 2026-06-25

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Added on June 12, 2026

About this DEF 14A

Kroger Co filed this DEF 14A on May 13, 2026.

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

🗹	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

THE KROGER CO.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

🗹	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Proposals	Board Recommendation
No. 1 Election of Directors	FOR Each Director Nominee recommended by your Board
No. 2 Approval, on an Advisory Basis of Named Executive Officer Compensation	FOR
No. 3 Ratification of Independent Auditors	FOR
No. 4 Approval of The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan	FOR
No. 5 Shareholder Proposal	AGAINST

				Standing Committee Membership						Other Public
				Director						Company
Name	Age'	Primary Occupation	Independent	Since	A	C&T	CG	F	PR	Boards
Nora A. Aufreiter	66	Director Emeritus of McKinsey & Company	✓	2014				●		2
Kevin M. Brown	63	Executive Vice President and Chief Supply Chain Officer of Dell Technologies	✓	2021		●			●
Mitchell R. Butier	53	Chairman of Avery Dennison Corp.	✓							1
Gregory S. Foran	64	Chief Executive Officer		2026						1
Anne Gates	66	Former President of MGA Entertainment, Inc.	✓	2015	$		●			2
Karen M. Hoguet	69	Former Chief Financial Officer of Macey’s, Inc.	✓	2019	$ ●
Ronald L. Sargent	70	Chairman of the Board		2006						2
J. Amanda Sourry Knox (Amanda Sourry)	62	Former President of North America for Unilever	✓	2021				●		1
Mark S. Sutton ^†	64	Former Chairman and Chief Executive Officer of International Paper	✓	2017		●
Ashok Vemuri	58	Former Chief Executive Officer and Director of Conduent Incorporated	✓	2019	$ ●			●		1

A	Audit Committee		Committee Chair	*	Age as of record date
C&T	Compensation & Talent Development Committee	$	Financial Expert	†	Lead Director
CG	Corporate Governance Committee
F	Finance Committee
PR	Public Responsibilities Committee Member

	Nora Aufreiter	Kevin Brown	Mitchell Butier	Greg Foran	Anne Gates	Karen Hoguet	Ronald Sargent	Amanda Sourry	Mark Sutton	Ashok Vemuri	Total (of 10)
Business Management	●	●	●	●	●	●	●	●	●	●	10
Retail	●			●	●	●	●	●			6
Consumer	●	●		●	●	●	●	●			7
Financial Expertise	●	●	●	●	●	●	●	●	●	●	10
Risk Management		●	●	●	●	●	●	●	●	●	9
Operations & Technology	●	●	●	●	●	●	●	●	●	●	10
Manufacturing		●	●		●				●		4
Responsible Business Practices	●	●	●	●	●	●	●	●	●	●	10

Name	Title
Ronald L. Sargent*	Interim Chief Executive Officer and Chairman
David J. C. Kennerley**	Executive Vice President and 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
Todd A. Foley**	Former Senior Vice President and Chief Financial Officer
W. Rodney McMullen*	Former Chairman and Chief Executive Officer

When:	June 25, 2026, at 11:00 a.m. EDT.

Where:	Webcast at www.virtualshareholdermeeting.com/KR2026

Items of Business:	1.	To elect 10 director nominees.

	5.	To vote on one shareholder proposal, if properly presented at the meeting.
	6.	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 April 28, 2026, the record date, 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/KR2026. 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	Mitchell Butier	Greg Foran	Anne Gates	Karen Hoguet	Ronald Sargent	Amanda Sourry	Mark Sutton	Ashok Vemuri	Total (of 10)
Business Management	●	●	●	●	●	●	●	●	●	●	10
Retail	●			●	●	●	●	●			6
Consumer	●	●		●	●	●	●	●			7
Financial Expertise	●	●	●	●	●	●	●	●	●	●	10
Risk Management		●	●	●	●	●	●	●	●	●	9
Operations & Technology	●	●	●	●	●	●	●	●	●	●	10
Manufacturing		●	●		●				●		4
Responsible Business Practices	●	●	●	●	●	●	●	●	●	●	10


		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 business experience in a variety of retail sectors, including more than 10 years of corporate governance experience, more than 30 years of personnel and leadership development experience, and more than 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 eleven years, the last six as chair. In 2021, she led the Board’s review of its responsible business strategy to clarify committee oversight of the different elements of 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 of 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 sustainability 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 66	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. During his tenure at Dell, he has had key leadership roles, including Chief Procurement Officer, and was instrumental in establishing manufacturing operations in the U.S. and Asia. 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 boards of The George Washington University, the John F. Kennedy Library Foundation, and The Howard University Center for Supply Chain Excellence. He is also a member of the board of trustees for The Hotchkiss School and a life-member on the Council on Foreign Relations. 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 role 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 63	Director Since 2021
Committees: Compensation and Talent Development Public Responsibilities Qualifications: Business Management Consumer Financial Expertise Risk Management Operations & Technology Manufacturing Responsible Business Practices

		Mitchell R. Butier Mr. Butier currently serves as the Non-Executive Chairman of Avery Dennison Corporation, a global materials science and digital identification solutions company, a position he has held since April 2025. Previously, Mr. Butier served as the Executive Chairman and CEO of Avery Dennison from April 2019 until August 2023. Mr. Butier served as Avery Dennison’s CEO from May 2016 to April 2019 and, after joining Avery Dennison in 2000, held roles of increasing responsibility and leadership, including CFO and COO, gaining technical expertise in packaging and finance and experience in manufacturing and operations, material science and technology. Mr. Butier is of value to the Board due to his extensive leadership experience, having held roles of increasing responsibility at Avery Dennison. Additionally, he brings to the Board his financial expertise as well as his experience in marketing, M&A, cybersecurity, and R&D that he gained as CEO of Avery Dennison.
Age 53	Director Since
Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Manufacturing Responsible Business Practices

		Gregory S. Foran Mr. Foran was elected Chief Executive Officer effective February 2026. He was also appointed as a member of the Board effective February 2026. Mr. Foran previously served as the Chief Executive Officer of Air New Zealand Limited, a public airline, from February 2020 until October 2025. Prior to joining Air New Zealand, Mr. Foran had been at Walmart since October 2011, including serving as Executive Vice President, President and Chief Executive Officer, Walmart U.S. from August 2014 until January 2020, as President and Chief Executive Officer for the Walmart Asia region from May 2014 to August 2014, and as President and Chief Executive Officer of Walmart China from March 2012 to May 2014. Mr. Foran brings to the Board extensive experience in global retail with increasing levels of responsibility and leadership at Walmart and Woolworth. During his 30 years at Woolworth, he progressed from store -level operations to senior leadership roles, overseeing their operations in New Zealand and Australia. During his tenure at Walmart, his efforts revitalized Walmart’s U.S. business by focusing on improving store conditions, enhancing customer service and strengthening the company’s competitive position. Mr. Foran also led the expansion of Walmart’s omnichannel customer experience. In his role as CEO of Air New Zealand, he successfully steered the organization through COVID and the subsequent related supply chain disruptions and led complex labor negotiations. His retail leadership experience, as well as his understanding of retail operations and eCommerce, are of value to the Board.
Age 64	Director Since 2026
Qualifications: Business Management Retail 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 Kroger 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 its code of ethics, board composition, shareholder proposals, and shareholder engagements efforts. These experiences combined with her experience as the Chair of the Board of Tapestry and its Governance Committee are 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 66	Director Since 2015
Committees: Audit¹ Corporate Governance Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Manufacturing Responsible Business Practices

		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 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, divestitures 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 are 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 of value to the Board. Ms. Hoguet has been designated an Audit Committee financial expert and serves as Chair of the Finance Committee.
Age 69	Director Since 2019
Committees: Audit Finance¹ Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices

		Ronald L. Sargent Mr. Sargent has served as Chairman of the Board since March 2025 and also served as Interim Chief Executive Officer from March 2025 to February 2026. Mr. Sargent has been a Kroger director since 2006 and served as the Lead Director from June 2018 to March 2025. He was Chairman and Chief Executive Officer of Staples, Inc., a business products retailer, from 2002 until his retirement as Chief Executive Officer in 2016 and as Chairman in 2017, after joining the company in 1989. Prior to joining Staples, Mr. Sargent spent 10 years with Kroger in several roles across stores, sales, marketing, manufacturing and strategy. Mr. Sargent also serves on the Boards of Wells Fargo & Company and Five Below, Inc. 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, 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. He also serves as the Chair of the Five Below Talent and Compensation Committee. These committee experiences are of value to the Board, as is his understanding of retail operations, consumer insights, and e- commerce. Mr. Sargent’s strong insights into corporate governance and his executive leadership experience are also of value to the Board.
Age 70	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 plc, 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. Ms. Sourry has extensive experience in the CPG and retail industry. As a member of PVH Corp.’s Nominating, Governance & Management Development Committee and as Chair of its Compensation Committee, her experience with monitoring issues of corporate conduct and culture, and providing oversight of talent leadership 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 having overseen 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 & Development Committee. She also has a track record of driving profitable growth in 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 62	Director Since 2021
Committees: Compensation & Talent Development¹ 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 Company, 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 the 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 its robust sustainability disclosures which are aligned with GRI, and its 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. Mr. Sutton serves as Chair of the Corporate Governance Committee and Lead Director of the Board. Mr. Sutton’s global executive leadership and his corporate governance experience as Chairman and CEO of International Paper serve as the basis for his leadership role as Lead Director.
Age 64	Director Since 2017
Committees: Compensation & Talent Development Corporate Governance¹ Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Manufacturing Responsible Business Practices

		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 58	Director Since 2019
Committees: Audit Finance Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Responsible Business Practices

Chairman	Lead Independent Director	CEO
Ronald L. Sargent	Mark S. Sutton	Gregory S. Foran
Primary Responsibilities:	Primary Responsibilities:	Primary Responsibilities:
●    Presides over meetings of the Board and shareholders ●    Focuses on Board oversight and governance matters ●    Provides advice and counsel to the CEO ●    Participates in the agenda review process ●    Oversees succession management	●    Liaison between Independent Directors and the Chairman ●    Participates in the agenda review process ●    Leads annual Board and Board committee evaluations ●    Oversees Board shareholder engagement ●    Presides over executive sessions of independent directors ●    Calls meetings of independent directors at any time	●    Leadership of Company’s business ●    Implements strategic initiatives ●    Development of management team, including succession planning

Name	Fees Earned or Paid in Cash	Stock Awards⁽¹⁾	Change in Pension Value and Nonqualified Deferred Compensation⁽²⁾	Total
Nora A. Aufreiter	$124,628	$198,892	$0	$323,520
Kevin M. Brown	$104,688	$198,892	$0	$303,580
Elaine L. Chao	$104,688	$198,892	$0	$303,580
Anne Gates	$139,583	$198,892	$0	$338,475
Karen M. Hoguet	$134,598	$198,892	$0	$333,490
Clyde R. Moore	$117,961	$198,892	$4,599	$321,452
Ronald L. Sargent	$28,647	$0	$6,837	$35,484
Amanda Sourry	$118,023	$198,892	$0	$316,915
Mark S. Sutton	$159,688	$198,892	$0	$358,580
Ashok Vemuri	$114,658	$198,892	$0	$313,550

Name	Amount and Nature of Beneficial Ownership⁽¹⁾	Options Exercisable on or before June 26, 2026 – included in column (a)
Mary Ellen Adcock	343,218	143,890
Nora A. Aufreiter⁽²⁾	60,033	—
Kevin M. Brown	21,805	—
Mitchell R. Butier	—	—
Elaine L. Chao⁽²⁾	19,556	—
Yael Cosset	368,736	210,868
Todd A. Foley	12,000	—
Greg Foran	48,026	—
Anne Gates⁽²⁾	55,203	—
Karen M. Hoguet⁽³⁾	30,353	—
David J. C. Kennerley	73,443	7,704
Timothy A. Massa⁽⁴⁾	564,010	313,698
W. Rodney McMullen⁽⁵⁾	84,797	—
Clyde R. Moore	85,850	—
Ronald L. Sargent⁽²⁾	323,235	—
Amanda Sourry	21,805	—
Mark S. Sutton⁽²⁾	49,727	—
Ashok Vemuri	35,701	—

Directors, nominees for director and executive officers as a group (22 persons, including those named above) ⁽⁶⁾	2,492,061	825,866

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	54,223,923⁽²⁾	7.5%
State Street Corporation	One Congress Street, Suite 1 Boston, MA 02114	31,992,265⁽³⁾	5.1%

	We delivered strong performance in 2025. Kroger achieved strong results in 2025, building on growth over the last three years. We delivered a fresh, affordable, and seamless shopping experience for our customers, with zero compromise on quality, selection, or convenience. We also delivered on our financial commitments through our strong, resilient Value Creation Model. In 2025, we achieved financial performance results of ID sales growth, without fuel, of 2.9%1, and adjusted FIFO operating profit, including fuel, of $4.9 billion2.

	Our executive compensation program aligns with long-term shareholder value creation. On average, 85% of the non-CEO NEOs’ compensation is at risk and performance-based, tied to achievement of financial and operational performance targets that are important to our shareholders and our long-term share price performance.

	The annual performance incentive was earned slightly below target. The annual incentive program, based on a grid of identical sales, excluding fuel, and adjusted FIFO operating profit, including fuel, paid out at 93.84% of target, based on the goals and targets set by the Committee.

	The long-term performance incentive payout reflects alignment with performance over fiscal years 2023, 2024, and 2025. Long-term performance unit equity awards granted in 2023 and tied to commitments made to our investors and other stakeholders regarding long-term sales growth, value creation (iTSR) metric, our commitment to Fresh, and relative Total Shareholder Return were earned at 32.4% of target.

	We prioritized investment in our people. We strive to create a culture of opportunity for more than 403,000 associates and take seriously our role as a leading employer in the United States. In 2025, we invested in our associates by continuing to raise our average hourly wage to above $20, or above $26 including comprehensive benefits.

	●	Compensation must be designed to attract, retain and motivate those individuals who are best suited to be an NEO at Kroger and drive long-term value for shareholders.
	●	A significant portion of pay should be performance-based, with the percentage of total pay tied to performance increasing proportionally with an NEO’s level of responsibility.
	●	Compensation should include incentive-based pay to drive performance, providing superior pay for superior performance, including both a short- and long-term focus.
	●	Compensation policies should include an opportunity for, and a requirement of, significant equity ownership to align the interests of NEOs and shareholders.
	●	Components of compensation should be tied to an evaluation of business and individual performance measured against metrics that directly drive our business strategy.
	●	Compensation plans should provide a direct line of sight to Company performance.
	●	Compensation programs should be aligned with market practices.
	●	Compensation programs should serve to both motivate and retain talent.

What we do:		What we do not do:
✓	Alignment of pay and performance	×	No special severance or change in control programs applicable only to NEOs
✓	Stock ownership guidelines for executives	×	No cash component in long-term incentive plans
✓	Multiple performance metrics under our short- and long-term performance-based plans discourage excessive risk taking and align with our long-term value creation strategy	×	No tax gross-up payments for executives, except for relocation expenses
✓	Double-trigger change in control provisions in all equity awards	×	No special executive life insurance benefit
✓	Double-trigger change in control provisions in cash severance benefits	×	No re-pricing or backdating of stock options without shareholder approval
✓	check;All long-term compensation is equity-based	×	No guaranteed salary increases or bonuses
✓	Engagement of an independent compensation consultant	×	No payment of dividends or dividend equivalents until performance units are earned
✓	Robust clawback policy	×	No evergreen or reload feature; no shares can be added to stock plan without shareholder approval
✓	Ban on hedging, pledging, and short sales of Kroger securities
✓	Minimal perquisites

	●	An assessment of individual contribution and performance;
	●	Comparative compensation analysis involving comparable positions at peer group companies;
	●	Level in organization and tenure in role; and
	●	Internal equity among executives.

	●	Leadership;
	●	Contribution to the executive officer group;
	●	Achievement of established performance objectives;
	●	Decision-making abilities;
	●	Performance of the areas or groups directly reporting to the NEO;
	●	Support of company culture;
	●	Strategic thinking and impact; and
	●	Demonstrated commitment to Kroger’s Values: Safety, Honesty, Integrity, Respect, Diversity, and Inclusion.

Name	2024 Base Salary	2025 Base Salary
Ronald Sargent	-	$4,350,000
David J.C. Kennerley	-	$800,000
Mary Ellen Adcock	$900,000	$900,000
Yael Cosset	$950,000	$1,000,000
Timothy A. Massa	$935,000	$990,000
Todd A. Foley	$600,000	$600,000
W. Rodney McMullen	$1,450,000	–

Name	2024 Target Annual Incentive	2025 Target Annual Incentive
Ronald Sargent	-	-
David J.C. Kennerley	-	$800,000
Mary Ellen Adcock	$900,000	$900,000
Yael Cosset	$950,000	$1,000,000
Timothy A. Massa	$900,000	$990,000
Todd A. Foley	$700,000	$700,000
W. Rodney McMullen	$2,900,000	-

Metric	Rationale for Use

ID Sales, excluding Fuel and Pharmacy	●     Identical Sales (“ID Sales”) represent sales, excluding fuel and pharmacy, at our supermarkets that have been open without expansion or relocation for five full quarters, excluding supermarket fuel sales, plus sales growth at all other customer-facing non-supermarket businesses.
	●     We believe that ID Sales are the best measure of real growth of our sales across the enterprise. A key driver of our model is ID Sales growth, without fuel.
	●     This financial metric equals gross profit, excluding the LIFO charge, minus OG&A, minus rent, and minus depreciation and amortization.
Adjusted FIFO Operating Profit, including Fuel and Pharmacy	●     Adjusted FIFO Operating Profit, including fuel and pharmacy, is a key measure of company success as it tracks our earnings from operations, and it measures our day-to-day operational effectiveness. It is a useful measure to investors because it reflects the revenue and expense that a company can control.
Pharmacy Script Count	●     Pharmacy sales results are volatile due to multiple factors including GLP-1 growth, Inflation Reduction Act, and mix changes.
	●     Measures the success of growing our prescription business.
Composite Score Kicker*	●     Achieving a high composite score reflects execution of an improved customer experience through operational excellence and consistent delivery of our standard of performance, which ultimately drives higher sale and earnings results.

Annual 2025 AIP Grid			Total Identical Sales Excluding Fuel & Pharmacy
Annual 2025 AIP Grid
			0.00%	0.40%	0.75%	1.00%	1.25%	1.50%	1.70%	1.90%	2.10%	2.30%	2.55%	2.80%	3.05%	3.50%	4.00%
Adjusted FIFO Operating Profit ($M)	≥	4,410	0%	5%	30%	35%	40%	45%	50%	60%	70%	75%	80%	85%	90%	100%	120%
	≥	4,610	5%	15%	40%	45%	50%	55%	60%	70%	80%	85%	90%	95%	100%	110%	130%
	≥	4,710	10%	25%	50%	55%	60%	65%	70%	80%	90%	95%	100%	105%	110%	120%	140%
	≥	4,810	15%	35%	60%	65%	70%	75%	80%	90%	100%	105%	110%	115%	120%	130%	150%
	≥	4,910	20%	45%	70%	75%	90%	93%	97%	100%	110%	115%	120%	125%	130%	140%	160%
	≥	5,010	25%	55%	80%	85%	100%	103%	107%	110%	120%	125%	130%	135%	140%	150%	170%
	≥	5,110	30%	65%	90%	105%	110%	113%	117%	120%	130%	135%	140%	145%	150%	160%	180%
	≥	5,210	35%	75%	100%	110%	120%	123%	127%	130%	140%	145%	150%	155%	160%	170%	190%
	≥	5,410	40%	85%	110%	120%	130%	133%	137%	140%	150%	155%	160%	165%	170%	180%	200%

Corporate Plan Metric	2025 Performance⁽¹⁾	Weight	Payout
Identical Sales, excluding fuel & pharmacy	1.13%	90%	82.04%
Adjusted Net Operating Profit, including fuel and pharmacy	$4.9 B	90%	82.04%
Pharmacy Script Count Growth ⁽²⁾	10%	10%	100%
Composite Score Kicker			10%
Total Payout			93.84%

Corporate Plan Metric	Payout Percentage	Weight

Corporate Annual Bonus Plan	82.04%	60%
Team Metrics	45.93%	40%
Composite Score Kicker	10%

*Payout*	79.39%