DEF 14A of Kroger Co, May 15, 2025

DEF 14A of Kroger Co

Filed May 15, 2025 · FY20240001104659-25-049009

Open on EDGAR

  1. 2025 Director Nominee Skills and Experience

    2025 Director Nominee Skills and Experience Key Attributes and Skills of All Kroger Director Nominees

  2. 2025 Director Nominee Skills and Experience

    | ● Intellectual and analytical skills ● High integrity and business ethics ● Strength of character and judgment ● Ability to devote significant time to Board duties ● Desire and ability to continually build expertise in emerging areas of strategic focus for our Company ● Demonstrated support of our longstanding values of diversity and inclusion | ● Business and professional achievements ● Ability to represent the interests of all shareholders ● Knowledge of corporate governance matters ● Understanding of the advisory and proactive oversight responsibility of our Board ● Comprehension of the responsibility of a public company director and the fiduciary duties owed to shareholders ● Ability to work cooperatively with other members of the Board |

  3. 2025 Director Nominee Skills and Experience

    | | 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 |

  4. 2025 Director Nominee Skills and Experience

    2024 Compensation Highlights

  5. Executive Compensation Philosophy

    | | The long-term performance incentive payout reflects alignment with performance over fiscal years 2022, 2023, and 2024. Long-term performance unit equity awards granted in 2022 and tied to commitments made to our investors and other stakeholders regarding long-term sales growth, value creation (iTSR) metric percentage, our commitment to Fresh, and relative Total Shareholder Return were earned at 69.4% of target. | | | We prioritized investment in our people. We strive to create a culture of opportunity for more than 409,000 associates and take seriously our role as a leading employer in the United States. In 2024, we invested in our associates by continuing to raise our average hourly wage to above $19, or above $25, including comprehensive benefits. |

  6. Notice of 2025 Annual Meeting of Shareholders

    | ✓ | Majority of pay is long-term and at-risk with no guaranteed bonuses or salary increases. |

  7. Item No. 1 – Election of Directors

    Item No. 1 – Election of Directors You are being asked to elect 10 director nominees for a one-year term. The Committee memberships stated below are those in effect as of the date of this proxy statement.

  8. Item No. 1 – Election of Directors

    | FOR | The Board of Directors unanimously recommends that you vote “FOR ALL” of Kroger’s director nominees. |

  9. Item No. 1 – Election of Directors

    As of the date of this proxy statement, Kroger’s Board of Directors consists of 10 members. Each nominee, if elected at the 2025 Annual Meeting, will serve until the annual meeting in 2026 or until his or her successor has been elected by the shareholders or by the Board pursuant to Kroger’s Regulations, and qualified. Each of our director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by Kroger’s shareholders. Kroger’s Articles of Incorporation provide that the vote required for election of a director nominee by the shareholders, except in a contested election or when cumulative voting is in effect, is the affirmative vote of a majority of the votes cast for or against the election of a nominee. The experience, qualifications, attributes, and skills that led the Corporate Governance Committee and the Board to conclude that the following individuals should serve as directors are set forth opposite each individual’s name. The chart below shows the skills and experience that we consider important for our directors in light of our current business, strategy, and structure. In addition, all of our Director Nominees demonstrate the following qualities: Key Attributes and Skills of All Kroger Director Nominees

  10. Item No. 1 – Election of Directors

    | ● | Intellectual and analytical skills |

  11. Item No. 1 – Election of Directors

    | ● | High integrity and business ethics |

  12. Item No. 1 – Election of Directors

    | ● | Strength of character and judgment |

  13. Item No. 1 – Election of Directors

    | ● | Ability to devote significant time to Board duties |

  14. Item No. 1 – Election of Directors

    | ● | Desire and ability to continually build expertise in emerging areas of strategic focus for our Company |

  15. Item No. 1 – Election of Directors

    | ● | Demonstrated support of our longstanding values of diversity and inclusion |

  16. Item No. 1 – Election of Directors

    | ● | Business and professional achievements |

  17. Item No. 1 – Election of Directors

    | ● | Ability to represent the interests of all shareholders |

  18. Item No. 1 – Election of Directors

    | ● | Knowledge of corporate governance matters |

  19. Item No. 1 – Election of Directors

    | ● | Understanding of the advisory and proactive oversight responsibility of our Board |

  20. Item No. 1 – Election of Directors

    | ● | Comprehension of the responsibility of a public company director and the fiduciary duties owed to shareholders |

  21. Item No. 1 – Election of Directors

    | ● | Ability to work cooperatively with other members of the Board |

  22. Item No. 1 – Election of Directors

    | | 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 |

  23. Item No. 1 – Election of Directors

    Board Nominees for Directors for Terms of Office Continuing until 2026

  24. Item No. 1 – Election of Directors

    | | | 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 Responsibilities(1) Qualifications: Business Management Retail Consumer Financial Expertise Operations & Technology Responsible Business Practices | | |

  25. Item No. 1 – Election of Directors

    (1)Denotes Chair of Committee

  26. Item No. 1 – Election of Directors

    | | | 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 | | |

  27. Item No. 1 – Election of Directors

    | | | Elaine L. Chao Ms. Chao served as the 18th U.S. Secretary of Transportation from January 2017 until January 2021. Prior thereto, she served as the 24th 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 | | |

  28. Item No. 1 – Election of Directors

    | | | 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: Audit(1) Corporate Governance Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices Manufacturing | | |

  29. Item No. 1 – Election of Directors

    | | | 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 Finance(1) Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices | | |

  30. Item No. 1 – Election of Directors

    (1) Denotes Chair of Committee

  31. Item No. 1 – Election of Directors

    | | | 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 Development(1) Corporate Governance Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Responsible Business Practices Manufacturing | | |

  32. Item No. 1 – Election of Directors

    | | | 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 | | |

  33. Item No. 1 – Election of Directors

    | | | 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 | | |

  34. Item No. 1 – Election of Directors

    | | | 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 Governance(1) Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Responsible Business Practices Manufacturing | | |

  35. Item No. 1 – Election of Directors

    | | | 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 | | |

  36. Item No. 1 – Election of Directors

    (1) Denotes Chair of Committee YOUR VOTE IS EXTREMELY IMPORTANT. The Board of Directors unanimously recommends a vote “FOR ALL” of Kroger’s director nominees.

  37. Information Concerning the Board of Directors

    Information Concerning the Board of Directors

  38. Board Leadership Structure and Independent Lead Director

    Board Leadership Structure and Independent Lead Director Kroger has a governance structure in which independent directors exercise meaningful and rigorous oversight. The Board’s leadership structure, in particular, is designed with those principles in mind and to allow the Board to evaluate its needs and determine, from time to time, who should lead the Board. Our Corporate Governance Guidelines (the “Guidelines”) provide the flexibility for the Board to modify our leadership structure in the future as appropriate. We believe that Kroger is well-served by this flexible leadership structure. In order to promote thoughtful oversight, independence, and overall effectiveness, the Board’s leadership includes Mr. Sargent, our Chairman and Interim CEO, and Mr. Sutton, our independent Lead Director, who was designated by the Board among the independent directors. The Lead Director works with the Chairman to share governance responsibilities, facilitate the development of Kroger’s strategy, and grow shareholder value. The Lead Director serves a variety of roles, consistent with current best practices, including:

  39. Board Leadership Structure and Independent Lead Director

    | ● | reviewing and approving Board meeting agendas, materials, and schedules to confirm that the appropriate topics are reviewed, with sufficient information provided to directors on each topic and appropriate time is allocated to each; |

  40. Board Leadership Structure and Independent Lead Director

    | ● | serving as the principal liaison between the Chairman, management, and the independent directors; |

  41. Board Leadership Structure and Independent Lead Director

    | ● | presiding at the executive sessions of independent directors and at all other meetings of the Board at which the Chairman is not present; |

  42. Board Leadership Structure and Independent Lead Director

    | ● | calling meetings of independent directors at any time; and |

  43. Board Leadership Structure and Independent Lead Director

    | ● | serving as the Board’s representative for any consultation and direct communication, following a request, with major shareholders. |

  44. Board Leadership Structure and Independent Lead Director

    The independent Lead Director carries out these responsibilities in numerous ways, including by:

  45. Board Leadership Structure and Independent Lead Director

    | ● | facilitating communication and collegiality among the Board members; |

  46. Board Leadership Structure and Independent Lead Director

    | ● | soliciting direct feedback from independent directors; |

  47. Board Leadership Structure and Independent Lead Director

    | ● | overseeing the succession planning process, including meeting with a wide range of associates including corporate and division management associates; |

  48. Board Leadership Structure and Independent Lead Director

    | ● | meeting with the CEO frequently to discuss strategy; |

  49. Board Leadership Structure and Independent Lead Director

    | ● | serving as a sounding board and advisor to the CEO; and |

  50. Board Leadership Structure and Independent Lead Director

    | ● | leading an annual CEO evaluation process. |

  51. Board Leadership Structure and Independent Lead Director

    Unless otherwise determined by the independent members of the Board, the Chair of the Corporate Governance Committee is designated as the Lead Director. Mr. Sutton, an independent director and the Chair of the Corporate Governance Committee, was appointed as our Board’s independent Lead Director in March 2025. Mr. Sutton is an effective Lead Director for Kroger due to, among other things, his:

  52. Board Leadership Structure and Independent Lead Director

    | ● | independence; |

  53. Board Leadership Structure and Independent Lead Director

    | ● | deep strategic and operational understanding of Kroger obtained while serving as a Kroger director; |

  54. Board Leadership Structure and Independent Lead Director

    | ● | insight into corporate governance; |

  55. Board Leadership Structure and Independent Lead Director

    | ● | experience as the CEO of a global manufacturing and sustainable packaging company with labor unions; and |

  56. Board Leadership Structure and Independent Lead Director

    | ● | engagement and commitment to carrying out the role and responsibilities of the Lead Director. |

  57. Board Leadership Structure and Independent Lead Director

    With respect to the roles of Chairman and CEO, the Guidelines provide that the Board will determine whether it is in the best interests of Kroger and its shareholders for the roles to be combined. The Board exercises this judgment as it deems appropriate in light of prevailing circumstances. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interest of shareholders. Additionally, this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. Our CEO’s strong background in finance, retail and ecommerce operations, consumer insights, and strategic collaborations is particularly important to the Board given Kroger’s current growth strategy. Our CEO’s leadership, deep retail expertise, and extensive knowledge of the Company gained through his prior experience as a Kroger associate and 19 years on the Board of Directors, the last six years as Lead Director, are also especially critical in the midst of the rapidly evolving retail and digital landscape. The Board believes that the structure of the Chairman and independent Lead Director position should continue to be considered as part of the succession planning process. Board Composition Our director nominees reflect a wide array of experience, skills, and backgrounds. Each director is individually qualified to make unique and substantial contributions to Kroger. Collectively, our directors’ diverse viewpoints and independent-mindedness enhance the quality and effectiveness of Board deliberations and decision-making. Our Board is a dynamic group of new and experienced members, which reflects an appropriate balance of institutional knowledge and fresh perspectives about Kroger due to the varied length of tenure on the Board. We believe this blend of qualifications, attributes, and tenure enables highly effective Board leadership. When evaluating potential nominees to our Board, the Corporate Governance Committee considers director candidates who would help the Board reflect the diversity of our shareholders, associates, customers, and the communities in which we operate, including by considering their geographic locations to align directors’ physical locations with Kroger’s operating areas where possible. Four of our 10 director nominees self-identify as racially/ethnically diverse and five of our 10 directors are women. The Corporate Governance Committee and Board believe that our director nominees for election at our 2025 Annual Meeting bring to our Board a variety of different experiences, skills, and qualifications that contribute to a well-functioning Board that effectively oversees the Company’s strategy and management. The average tenure of our director nominees is 10 years, with three having less than five years, four having five to ten years, and three having more than 10 years. Board Succession Planning and Director Nominee Selection Process Board succession planning is an ongoing, year-round process. The Corporate Governance Committee recognizes the importance of thoughtful Board refreshment and engages in a continuing process of identifying attributes sought for future Board members. The Corporate Governance Committee takes into account the Board and Committee evaluations regarding the specific qualities, skills, and experiences that would contribute to overall Board and Committee effectiveness, as well as the future needs of the Board and its Committees in light of Kroger’s current and long-term business strategies, and the skills and qualifications of directors who are expected to retire in the future including as a result of our Board retirement policy. Under our policy, directors retire at the annual meeting following their 72nd birthday, unless: (A) on that date, the director has served on the Board for fewer than ten years, in which case the director will retire from the Board on the date of the annual meeting next following the earlier of (i) the director’s 75th birthday or (ii) the 10- year anniversary of the director’s initial election to the Board; or (B) the Board determines that it is in the best interests of the Company to extend the retirement date for an additional period of time as deemed reasonable and appropriate by the Board. The Corporate Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. The Corporate Governance Committee recruits candidates for Board membership through its own efforts and through recommendations from other directors and shareholders. In addition, the Corporate Governance Committee retains an independent, third-party search firm to assist in identifying and recruiting director candidates who meet the criteria established by the Corporate Governance Committee. These criteria are:

  58. Board Leadership Structure and Independent Lead Director

    | ● | demonstrated ability in fields considered to be of value to the Board, including business management, retail, consumer, operations, technology, financial, sustainability, manufacturing, public service, education, science, law, and government; |

  59. Board Leadership Structure and Independent Lead Director

    | ● | experience in high growth companies and nominees whose business experience can help the Company innovate and derive new value from existing assets; |

  60. Board Leadership Structure and Independent Lead Director

    | ● | highest standards of personal character and conduct; |

  61. Board Leadership Structure and Independent Lead Director

    | ● | willingness to fulfil the obligations of directors and to make the contribution of which he or she is capable, including regular attendance and participation at Board and Committee meetings, and preparation for all meetings, including review of all meeting materials provided in advance of the meeting; and |

  62. Board Leadership Structure and Independent Lead Director

    | ● | ability to understand the perspectives of Kroger’s customers, taking into consideration the diversity of our associates, customers, including regional and geographic differences. |

  63. Board Leadership Structure and Independent Lead Director

    The Corporate Governance Committee also considers the specific experience and abilities of director candidates in light of our current business, strategy, and structure, and the current or expected needs of the Board in its identification and recruitment of director candidates and diversity of experience, skills and background. The criteria for Board membership applied by the Corporate Governance Committee in its evaluation of potential Board members does not vary based on whether a candidate is recommended by our directors, a third-party search firm, or shareholders. Candidates Nominated by Shareholders The Corporate Governance Committee will consider shareholder recommendations for director nominees for election to the Board. If shareholders wish to nominate a person or persons for election to the Board at our 2026 annual meeting, written notice must be submitted to Kroger’s Secretary, and received at our executive offices, in accordance with Kroger’s Regulations, not later than March 31, 2026. Such notice should include the name, age, business address, and residence address of such person, the principal occupation or employment of such person, the number of Kroger common shares owned of record or beneficially by such person and any other information relating to the person that would be required to be included in a proxy statement relating to the election of directors. The Secretary will forward the information to the Corporate Governance Committee for its consideration. The Corporate Governance Committee will use the same criteria in evaluating candidates submitted by shareholders as it uses in evaluating candidates identified by the Corporate Governance Committee, as described above. See “Director Nominee Selection Process.” Additionally, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to Kroger’s Secretary that sets forth the information required by Rule 14a-19 of the Exchange Act no later than April 27, 2026, and must comply with the additional requirements of Rule 14a-19(b). Eligible shareholders have the ability to submit director nominees for inclusion in our proxy statement for the 2026 annual meeting of shareholders. To be eligible, shareholders must have owned at least 3% of our common shares for at least three years. Up to 20 shareholders are able to aggregate for this purpose. Nominations must be submitted to our Corporate Secretary at our principal executive offices no earlier than December 16, 2025 and no later than January 15, 2026. Annual Board Evaluation Process The Board and each of its Committees conduct an annual evaluation to determine whether the Board is functioning effectively both at the Board and at the Committee levels. As part of this annual evaluation, the Board assesses whether the current leadership structure and function continues to be appropriate for Kroger and its shareholders, including in consideration of director succession planning. Every year, the Board’s goal is to increase the effectiveness of the Board and the results of these evaluations are used for this purpose. The Board recognizes that a robust evaluation process is an essential component of strong corporate governance practices and ensuring Board effectiveness. The Corporate Governance Committee oversees an annual evaluation process led by either the Lead Independent Director or an independent third party. Each director completes a detailed annual evaluation of the Board and the Committees on which he or she serves and the Lead Director or an independent third-party conducts interviews with each of the directors. This year, the annual evaluation was conducted by the Lead Director. Topics covered include, among others:

  64. Board Leadership Structure and Independent Lead Director

    | ● | 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 |

  65. Board Leadership Structure and Independent Lead Director

    The results of this Board evaluation are discussed by the full Board and each Committee, as applicable, and changes to the Board’s and its Committees’ practices are implemented as appropriate. Over the past several years, this evaluation process has contributed to various enhancements in the way the Board and the Committees operate, including increased focus on continuous Board refreshment and diversity of experience, skills and backgrounds of its members as well as ensuring that Board and Committee agendas are appropriately focused on strategic priorities and provide adequate time for director discussion and input. Outside Board Service No director who is an officer of the Company may serve as a director of another company without the approval of the Corporate Governance Committee. Directors who are not officers of the Company may not serve as a director of another company if in so doing such service would interfere with the director’s ability to properly perform his or her responsibilities on behalf of the Company and its shareholders, as determined by the Corporate Governance Committee. Currently, our interim CEO serves on two other public company boards. None of our current directors serve on more than three total public company Boards, including Kroger’s Board. Director Onboarding and Engagement All directors are expected to invest the time and energy required to gain an in-depth understanding of our business and operations in order to enhance their strategic value to our Board. We develop tailored onboarding plans for each new director. We arrange meetings for each new director with appropriate officers and associates in order to familiarize him or her with the Company’s strategic plans, financial statements, and key policies and practices. We also provide training on fiduciary obligations of board members and corporate governance topics, as well as committee-specific onboarding. From time to time, the Company will provide Board members with presentations from experts within and outside of the Company on topics relevant to the Board’s responsibilities. Any member of the Board may attend accredited third-party training, and the expenses will be paid by the Company. Board meetings are periodically held at a location away from our home office in a geography in which we operate. In connection with these Board meetings, our directors learn more about the local business environment through meetings with our regional business leaders and visits to our stores, competitors’ stores, manufacturing facilities, distribution facilities, and/or customer fulfillment centers. Committees of the Board of Directors To assist the Board in undertaking its responsibilities, and to allow deeper engagement in certain areas of company oversight, the Board has established five standing Committees: Audit, Compensation and Talent Development (“Compensation”), Corporate Governance, Finance, and Public Responsibilities. All Committees are composed exclusively of independent directors, as determined under the NYSE listing standards. Each Committee has the responsibilities set forth in its respective charter, each of which has been approved by the Board. The current charter of each Board Committee is available on our website at ir.kroger.com under Investors — Governance — Corporate Governance Guidelines. The current membership, 2024 meetings, and responsibilities of each Committee are summarized below:

  66. Board Leadership Structure and Independent Lead Director

    | Name of Committee, Number of Meetings, and Current Members | Primary Committee Responsibilities | | Audit Committee Meetings in 2024: 5 Members: Anne Gates, Chair Karen M. Hoguet Ashok Vemuri | ● Oversees the Company’s financial reporting and accounting matters, including review of the Company’s financial statements and the audit thereof, the Company’s financial reporting and accounting process, and the Company’s systems of internal control over financial reporting ● Selects, evaluates, and oversees the compensation and work of the independent registered public accounting firm and reviews its performance, qualifications, and independence ● Oversees and evaluates the Company’s internal audit function, including review of its audit plan, policies and procedures, and significant findings ● Oversees enterprise risk assessment and risk management, including review of cybersecurity risks and regular reports received from management and independent third parties ● Reviews significant legal and regulatory matters ● Reviews and monitors the Company’s operational and third- party compliance programs and updates thereto ● Reviews Ethics Hotline reports and discusses material matters ● Reviews and approves related party transactions ● Conducts executive sessions with independent registered public accounting firm and Vice President, Internal Audit at each meeting ● Conducts executive sessions with the Executive Vice President, General Counsel, and Secretary, Vice President and Chief Ethics & Compliance Officer, and Executive Vice President and Chief Financial Officer individually at least once per year |

  67. Board Leadership Structure and Independent Lead Director

    | Name of Committee, Number of Meetings, and Current Members | Primary Committee Responsibilities | | Compensation Committee Meetings in 2024: 6 Members: Clyde R. Moore, Chair Kevin M. Brown Amanda Sourry Mark S. Sutton | ● Recommends for approval by the independent directors the compensation of the CEO and approves the compensation of senior officers ● Administers the Company’s executive compensation policies and programs, including determining grants of equity awards under the plans ● Reviews annual incentive plans and long-term incentive plan metrics and plan design ● Reviews emerging legislation and governance issues and retail compensation trends ● Reviews the Company’s executive compensation peer group ● Reviews CEO pay analysis ● Reviews Human Capital Management ● Has sole authority to retain and direct the Committee’s compensation consultant ● Assists the full Board with senior management succession planning ● Conducts executive sessions with the Executive Vice President and Associate Experience Officer and independent compensation consultant | | Corporate Governance Committee Meetings in 2024: 2 Members: Mark S. Sutton, Chair Elaine L. Chao Anne Gates Clyde R. Moore | ● Oversees the Company’s corporate governance policies and procedures ● Develops criteria for selecting and retaining directors, including identifying and recommending qualified candidates to be director nominees ● Designates membership and Chairs of Board Committees ● Oversees and administers Board evaluation process ● Reviews the Board’s performance ● Establishes and reviews the practices and procedures by which the Board performs its functions ● Reviews director independence, financial literacy, and designation of financial expertise ● Administers director nomination process ● Interviews and nominates candidates for director election ● Reviews compliance with share ownership guidelines ● Reviews and participates in shareholder engagement ● Reviews and establishes independent director compensation ● Oversees the annual CEO evaluation process conducted by the full Board |

  68. Board Leadership Structure and Independent Lead Director

    | ● | Discussions with investors regarding our responsible business strategy, Thriving Together, our topic management approach, and long-term sustainability and social impact goals |

  69. Board Leadership Structure and Independent Lead Director

    | ● | Consideration of short- and long-term metrics, including financial and non-financial metrics |

  70. 2024 Director Compensation

    2024 Director Compensation The following table describes the fiscal year 2024 compensation for independent directors. Mr. McMullen, our former CEO, did not receive compensation for his Board service. Mr. Sargent, our current interim CEO and Chairman of the Board, served as an independent director and lead director during the entirety of our fiscal year ended February 1, 2025.

  71. 2024 Director Compensation

    | 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 |

  72. 2024 Director Compensation

    | (1) Amounts reported in the Stock Awards column represent the aggregate grant date fair value of the annual incentive share award, computed in accordance with FASB ASC Topic 718. On July 15, 2024, each independent director then serving received 3,810 incentive shares with a grant date fair value of $198,577. |

  73. 2024 Director Compensation

    | (2) The amount reported for Mr. Sargent represents preferential earnings on nonqualified deferred compensation. For a complete explanation of preferential earnings, please refer to footnote 5 to the Summary Compensation Table. Mr. Moore’s pension value decreased by $37,438 which represents the change in actuarial present value of his accumulated benefit under the pension plan for independent directors. This change in value of accumulated pension benefits is not included in the Director Compensation Table because the value decreased. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, average annual earnings, and the assumptions used to determine the present value, such as the discount rate. The decrease in the actuarial present value of his accumulated pension benefit for 2024 is primarily due to the increase in the discount rate as well as the change in value due to aging, partially offset by the mortality assumption change. |

  74. 2024 Director Compensation

    Annual Compensation Each independent director receives an annual cash retainer of $105,000. The Lead Director receives an additional annual retainer of $40,000 per year; the members of the Audit Committee each receive an additional annual retainer of $10,000; the Chair of the Audit Committee receives an additional annual retainer of $25,000; and the Chair of each of the other Committees receives an additional annual retainer of $20,000. Each independent director also receives an annual grant of incentive shares (Kroger common shares) with a value of approximately $200,000. The Board has determined that compensation of independent directors must be competitive on an ongoing basis to attract and retain directors who meet the qualifications for service on the Board. Independent director compensation was adjusted in 2023 and will be reviewed from time to time as the Corporate Governance Committee deems appropriate. Pension Plan Independent directors first elected prior to July 17, 1997, receive an unfunded retirement benefit equal to the average cash compensation for the five calendar years preceding retirement. Only Mr. Moore is eligible for this benefit. Benefits begin at the later of actual retirement or age 65. Nonqualified Deferred Compensation We also maintain a deferred compensation plan for independent directors. Participants may defer up to 100% of their cash compensation and/or the receipt of all (and not less than all) of the annual award of incentive shares. Cash Deferrals Cash deferrals are credited to a participant’s deferred compensation account. Participants may elect from either or both of the following two alternative methods of determining benefits:

  75. 2024 Director Compensation

    | • | interest accrues until paid out at the rate of interest determined prior to the beginning of the deferral year to represent Kroger’s cost of ten-year debt; and/or |

  76. 2024 Director Compensation

    | • | amounts are credited in “phantom” stock accounts and the amounts in those accounts fluctuate with the price of Kroger common shares. |

  77. 2024 Director Compensation

    In both cases, deferred amounts are paid out only in cash, based on deferral options selected by the participant at the time the deferral elections are made. Participants can elect to have distributions made in a lump sum or in quarterly installments, and may make comparable elections for designated beneficiaries who receive benefits in the event that deferred compensation is not completely paid out upon the death of the participant. Incentive Share Deferrals Participants may also defer the receipt of all (and not less than all) of the annual award of incentive shares. Distributions will be made by delivery of Kroger common shares within 30 days after the date which is six months after the participant’s separation of service. Director Stock Ownership Guidelines Independent directors are required to own shares equivalent to five times their annual base cash retainer. For more details on the Stock Ownership Guidelines, see page 51. Beneficial Ownership of Common Stock The following table sets forth the common shares beneficially owned as of April 28, 2025 by Kroger’s directors, the NEOs, and the directors and executive officers as a group. The percentage of ownership is based on 665,853,060 of Kroger common shares outstanding on April 28, 2025. Shares reported as beneficially owned include shares held indirectly through Kroger’s defined contribution plans and other shares held indirectly, as well as shares subject to stock options exercisable on or before June 27, 2025. Except as otherwise noted, each beneficial owner listed in the table has sole voting and investment power with regard to the common shares beneficially owned by such owner. Unless otherwise indicated, the address of each of the beneficial owners listed below is c/o The Kroger Co., Corporate Secretary, 1014 Vine Street, Cincinnati, OH 45202.

  78. 2024 Director Compensation

    | 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 |

  79. 2024 Director Compensation

    | (1) No director or officer owned as much as 1% of Kroger common shares. The directors and executive officers as a group beneficially owned .4% of Kroger common shares. |

  80. 2024 Director Compensation

    | (2) This amount includes incentive share awards that were deferred under the deferred compensation plan for independent directors in the following amounts: Ms. Aufreiter, 10,513; Ms. Chao, 12,411; Ms. Gates, 20,946; Mr. Sargent, 66,886; Mr. Sutton, 7,237. |

  81. 2024 Director Compensation

    | (3) This amount includes 2,075 shares held by Ms. Hoguet’s spouse. She disclaims beneficial ownership of these shares. |

  82. 2024 Director Compensation

    | (4) This amount includes 115,000 shares held in a trust by Mr. Massa’s spouse. He disclaims beneficial ownership of these shares. |

  83. 2024 Director Compensation

    | (5) This amount represents shares beneficially owned by Mr. McMullen as of the date of his resignation on March 2, 2025. The Company does not have information as to his current share ownership. |

  84. 2024 Director Compensation

    | (6) Mr. Millerchip and Mr. McMullen are departed executive officers, having resigned on February 5, 2024 and March 2, 2025, respectively, and as such are not included in this group. |

  85. 2024 Director Compensation

    The following table sets forth information regarding the beneficial owners of more than five percent of Kroger common shares as of April 28, 2025, based on reports on Schedule 13G filed with the SEC.

  86. 2024 Director Compensation

    | 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% |

  87. 2024 Director Compensation

    | (1) Reflects beneficial ownership by Berkshire Hathaway Inc. as of December 31, 2022, as reported on Schedule 13G filed with the SEC on February 14, 2023, reporting shared voting power with respect to 50,000,000 common shares, and shared dispositive power with respect to 50,000,000 common shares. |

  88. 2024 Director Compensation

    | (2) Reflects beneficial ownership by BlackRock Inc., as of September 30, 2024, as reported on Amendment No. 17 to Schedule 13G filed with the SEC on November 8, 2024, reporting sole voting power with respect to 60,329,920 common shares, and sole dispositive power with respect to 67,356,305 common shares. |

  89. 2024 Director Compensation

    | (3) Reflects beneficial ownership by The Vanguard Group, as of December 29, 2023, as reported on Amendment No. 9 to Schedule 13G filed with the SEC on February 13, 2024, reporting shared voting power with respect to 854,883 common shares, sole dispositive power with respect to 78,809,048 common shares, and shared dispositive power with respect to 2,814,856 common shares. |

  90. 2024 Director Compensation

    Related Person Transactions The Board has adopted a written policy requiring that any Related Person Transaction may be consummated or continue only if the Audit Committee approves or ratifies the transaction in accordance with the policy. A “Related Person Transaction” is one (a) involving Kroger, (b) in which one of our directors, nominees for director, executive officers, or greater than five percent shareholders, or their immediate family members, have a direct or indirect material interest; and (c) the amount involved exceeds $120,000 in a fiscal year. Pursuant to our policy, our Audit Committee has pre-approved transactions with Related Persons that are in the ordinary course of business if the aggregate amount involved in any fiscal year does not exceed the greater of $1,000,000 or 2 percent of such other company’s consolidated gross revenues; provided that such transactions are reported to the Audit Committee at regular committee meetings. The Audit Committee will approve only those Related Person Transactions that are in, or not inconsistent with, the best interests of Kroger and its shareholders, as determined by the Audit Committee in good faith in accordance with its business judgment. No director may participate in any review, approval, or ratification of any transaction if he or she, or an immediate family member, has a direct or indirect material interest in the transaction. Where a Related Person Transaction will be ongoing, the Audit Committee may establish guidelines for management to follow in its ongoing dealings with the related person and the Audit Committee will review and assess the relationship on an annual basis to ensure it complies with such guidelines and that the Related Person Transaction remains appropriate. Compensation Discussion and Analysis This Compensation Discussion and Analysis provides an overview of the elements and philosophy of our executive compensation program as well as how and why the Compensation Committee and our Board of Directors make specific compensation decisions and policies with respect to our Named Executive Officers (“NEOs”). Executive Summary

  91. 2024 Director Compensation

    | | 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 billion(1). | | | 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. | | | The long-term performance incentive payout reflects alignment with performance over fiscal years 2022, 2023, and 2024. Long-term performance unit equity awards granted in 2022 and tied to commitments made to our investors and other stakeholders regarding long-term sales growth, value creation (iTSR) metric percentage, our commitment to Fresh, and relative Total Shareholder Return were earned at 69.4% of target. | | | We prioritized investment in our people. We strive to create a culture of opportunity for more than 409,000 associates and take seriously our role as a leading employer in the United States. In 2024, we invested in our associates by continuing to raise our average hourly wage to above $19, or above $25, including comprehensive benefits. |

  92. 2024 Director Compensation

    (1) See pages 30-39 of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the SEC on April 1, 2025, for a reconciliation of GAAP operating profit to adjusted FIFO operating profit. Our Named Executive Officers for Fiscal 2024

  93. 2024 Director Compensation

    | 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 |

  94. 2024 Director Compensation

    *As disclosed on our Form 8-K filed with the SEC on March 3, 2025, Mr. McMullen resigned as Chairman and Chief Executive Officer on March 2, 2025. On March 2, 2025, the Board appointed Ronald Sargent, previously the Board’s Lead Director, as Interim Chief Executive Officer and Chairman of the Board. This Compensation Discussion & Analysis reflects the compensation received by Mr. McMullen for his services for the fiscal year ended February 1, 2025. **As disclosed on our Form 8-K filed with the SEC on February 5, 2024, Mr. Millerchip resigned as Senior Vice President and Chief Financial Officer, and Mr. Foley served as Interim Chief Financial Officer during the remainder of the fiscal year ended February 1, 2025. Fiscal 2024 Financial and Strategic Performance Highlights Driven by our unwavering purpose to Feed the Human Spirit, 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. Our associates are customer-focused, delivering the products customers want, when and how they want them, with zero compromise on quality, convenience, and selection. In 2024, we achieved financial performance results of ID sales, without fuel, of 1.5%, and adjusted FIFO operating profit of $4.7 billion. We have built a digital platform that offers a seamless shopping experience, allowing customers to shift effortlessly between store, pickup and delivery solutions. In 2024, we increased delivery sales, increased digitally engaged households, and grew loyalty as our customers more deeply engaged with personalized coupons and fuel rewards. Our associates enable our success, and we are committed to investing in theirs by continuing to improve wages, comprehensive benefits, and career development opportunities. Over the last six years, we have invested more than $2.7 billion in incremental wage investments. Continued strategic efforts to streamline our operations allowed us to achieve cost savings greater than $1 billion to balance these investments without compromising food affordability for our customers across our communities. As part of our Zero Hunger | Zero Waste social and environmental impact plan, in 2024, we donated 509 million meals to feed families across America. Our proven go-to-market strategy enables us to successfully navigate many operating environments. We believe that by delivering value for our customers, investing in our associates and serving our communities, we will continue to achieve attractive and sustainable total returns for our shareholders. 2024 Advisory Vote to Approve Executive Compensation and Shareholder Engagement At the 2024 annual meeting, we held our annual advisory vote on executive compensation. Approximately 91% of the votes cast were in favor of the advisory vote. As part of our ongoing dialogue with our shareholders regarding governance matters, in 2024, we requested meetings with 33 shareholders representing 61% of our outstanding shares during proxy season and off-season engagement and subsequently met with 21 shareholders representing 24% of our outstanding shares. Some investors we contacted either did not respond or confirmed that a discussion was not needed at that time. Conversations in these meetings included discussions about our NEOs’ compensation program, with our shareholders providing feedback that they appreciated the pay-for-performance structure of our executive pay program. The Compensation Committee considers both the general and specific feedback received from shareholders, and with the guidance of our independent compensation consultant, incorporates that input into pay design. 2024 Compensation Program Overview The fixed and at-risk pay elements of the NEO compensation program are reflected in the following table and charts. Fiscal Year 2024 CEO Compensation For fiscal year 2024, the Compensation Committee established Mr. McMullen’s target direct compensation so that only 8% of his compensation was fixed. The remaining 92% of target compensation was at-risk, meaning that the actual compensation for Mr. McMullen depended on the extent to which the Company achieved the performance metrics set by the Compensation Committee, and with respect to all of the equity vehicles, the future value of Kroger common shares. The table below compares fiscal 2024 to 2023 target direct compensation. Target total direct compensation is a more accurate reflection of how the Compensation Committee benchmarks and establishes CEO compensation than the disclosure provided in the Summary Compensation Table, which includes a combination of actual base salary and annual incentive compensation earned in the fiscal year, the grant date fair market value of at-risk equity compensation to be earned in future fiscal years, and the actuarial value of future pension benefits. Mr. McMullen’s total target direct compensation shown below was determined, in part, based on our independent compensation consultant’s examination of pay levels and the Committee’s intention to achieve median pay levels among our peer group. ($000s)

  95. 2024 Director Compensation

    | | 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 | |

  96. Summary Compensation Table

    Summary Compensation Table The following table and footnotes provide information regarding the compensation of the NEOs for the fiscal years presented.

  97. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(7) | Total ($) | | W. Rodney McMullen Former Chairman and Chief Executive Officer | 2024 | 1,433,913 | | 10,600,023 | 2,649,569 | 0 | 206,800 | 740,723 | 15,631,028 | | | 2023 | 1,422,581 | | 10,000,038 | 2,500,632 | 672,560 | 193,388 | 921,373 | 15,710,572 | | | 2022 | 1,388,495 | | 10,367,639 | 2,299,636 | 4,130,769 | 175,750 | 847,554 | 19,209,843 | | Todd Foley Senior Vice President and Interim Chief Financial Officer | 2024 | 596,613 | 600,000 | 1,700,050 | 299,965 | 759,767 | | 83,025 | 4,039,390 | | | 2023 | | | | | | | | | | | 2022 | | | | | | | | | | Mary Ellen Adcock Executive Vice President and Chief Merchant & Marketing Officer | 2024 | 856,400 | | 3,700,060 | 899,842 | 1,071,085 | | 210,499 | 6,737,886 | | | 2023 | | | | | | | | | | | 2022 | | | | | | | | | | Yael Cosset Executive Vice President and Chief Digital Officer | 2024 | 932,784 | | 4,350,041 | 899,860 | 1,032,713 | | 270,868 | 7,486,266 | | | 2023 | 880,376 | | 3,400,063 | 850,220 | 224,176 | | 318,427 | 5,673,262 | | | 2022 | 809,879 | | 3,358,792 | 749,879 | 1,269,231 | | 267,548 | 6,455,329 | | Timothy A. Massa Executive Vice President and Associate Experience Officer | 2024 | 924,191 | | 3,550,031 | 699,883 | 969,848 | | 218,120 | 6,362,073 | | | 2023 | 905,780 | | 2,400,017 | 600,162 | 201,159 | | 234,018 | 4,341,136 | | | 2022 | 839,113 | | 2,320,484 | 499,919 | 1,133,654 | | 208,794 | 5,001,964 | | Gary Millerchip(6) Former Senior Vice President and Chief Financial Officer | 2024 | 67,241 | | | | | | 101,774 | 169,015 | | | 2023 | 901,411 | | 3,400,063 | 850,220 | 224,176 | | 313,928 | 5,689,798 | | | 2022 | 809,879 | | 3,358,792 | 749,879 | 1,269,231 | | 265,342 | 6,453,123 |

  98. Summary Compensation Table

    | (1) Mr. Foley received a discretionary cash bonus to award his 2024 performance as Interim CFO. | | (2) Amounts reflect the grant date fair value of restricted stock and performance units granted each fiscal year, as computed in accordance with FASB ASC Topic 718. The following table reflects the value of each type of award granted to the NEOs in 2024: |

  99. Summary Compensation Table

    | Name | Restricted Stock | Performance Units | | Mr. McMullen | $3,975,016 | $6,625,007 | | Mr. Foley | $950,054 | $749,996 | | Ms. Adcock | $1,950,052 | $1,750,008 | | Mr. Cosset | $2,100,054 | $2,249,987 | | Mr. Massa | $1,800,023 | $1,750,008 | | Mr. Millerchip | 0 | 0 |

  100. Summary Compensation Table

    The Restricted Stock values include the annual grant of restricted stock in 2024. The grant date fair value of the performance units reflected in the stock awards column and in the table above is computed based on the probable outcome of the performance conditions as of the grant date. This amount is consistent with the estimate of aggregate compensation cost to be recognized by the Company over the three- year performance period of the award determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the valuations are set forth in Note 11 to the consolidated financial statements in Kroger’s Form 10-K for fiscal year 2024. Assuming that the highest level of performance conditions is achieved, the aggregate fair value of the 2024 performance unit awards at the grant date is as follows:

  101. Summary Compensation Table

    | Name | Value of Performance Units Assuming Maximum Performance | | Mr. McMullen | $12,421,917 | | Mr. Foley | $1,406,235 | | Ms. Adcock | $3,281,252 | | Mr. Cosset | $4,218,704 | | Mr. Massa | $3,281,252 | | Mr. Millerchip | -- |

  102. Summary Compensation Table

    | (3) These amounts represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the valuations are set forth in Note 11 to the consolidated financial statements in Kroger’s Form 10-K for fiscal year 2024. |

  103. Summary Compensation Table

    | (4) Non-equity incentive plan compensation earned for 2024 consists of amounts earned under the 2024 Annual Incentive Plan. The 2024 Annual Incentive Plan was calculated at 108.7% and was applied to each NEO’s annual incentive plan target, except for Ms. Adcock. Ms. Adcock’s payout of 120.1% of her annual incentive target was calculated based on the Annual Incentive Plan metrics and the merchandising team metrics and operational metrics. Mr. McMullen did not receive payments under the 2024 Annual Incentive Plan. See “2024 Annual Incentive Plan Results” in the Compensation Discussion and Analysis for more information on this plan. |

  104. Summary Compensation Table

    | (5) The amount reported consists of preferential earnings on nonqualified deferred compensation, which only applies to Mr. McMullen. The remainder of the NEOs do not participate in a defined benefit pension plan and did not receive preferential earnings on nonqualified deferred compensation. |

  105. Summary Compensation Table

    Change in Pension Value. The actuarial present value of Mr. McMullen’s accumulated pension benefits decreased by $979,331. This change in value of accumulated pension benefits is not included in the Summary Compensation Table because the value decreased. The value of accrued benefits decreased primarily due to the change in value of the benefit due to the increase in discount rates as well as the change in value of the benefit due to aging. The Company froze the compensation and service periods used to calculate pension benefits for active associates who participate in the affected pension plans, including Mr. McMullen’s, as of December 31, 2019. Beginning January 1, 2020, the affected active associates will no longer accrue additional benefits for future service and eligible compensation received under these plans. Please see the 2024 Pension Benefits section for further information regarding the assumptions used in calculating pension benefits. Preferential Earnings on Nonqualified Deferred Compensation. Mr. McMullen participated in The Kroger Co. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) and received preferential earnings of $206,800. Under the plan, for elections made prior to January 1, 2025, deferred compensation earned interest at a rate representing Kroger’s cost of ten-year debt, as determined by the CFO, and approved by the Compensation Committee prior to the beginning of each deferral year. For each participant, a separate deferral account was created each year and the interest rate established for that year was applied to that deferral account until the deferred compensation is paid out. If the interest rate established by Kroger for a particular year exceeds 120% of the applicable federal long-term interest rate that corresponds most closely to the plan rate, the amount by which the plan rate exceeded 120% of the corresponding federal rate is deemed to be above- market or preferential. For each of the deferral accounts in which the plan rate is deemed to be above-market, Kroger calculates the amount by which the actual annual earnings on the account exceed what the annual earnings would have been if the account earned interest at 120% of the corresponding federal rate, and discloses those amounts as preferential earnings. Beginning January 1, 2025, deferred compensation is credited with earnings and/or losses based on notional investment directions made by the participant.

  106. Summary Compensation Table

    | (6) Mr. Millerchip resigned on February 5, 2024. |

  107. Summary Compensation Table

    | (7) Amounts reported in the “All Other Compensation” column for 2024 include Company contributions to defined contribution retirement plans, dividend equivalents paid on earned performance units, and dividends paid on unvested restricted stock. In 2024, the total amount of perquisites and personal benefits for each of the NEOs was less than $10,000. The following table identifies the value of each element of All Other Compensation: |

  108. Summary Compensation Table

    | Name | Retirement Plan Contributions(a) | Payment of Dividend Equivalents on Earned Performance Units | Dividends Paid on Unvested Restricted Stock | | Mr. McMullen | $275,844 | $228,000 | $236,879 | | Mr. Foley | $43,775 | $13,225 | $26,025 | | Ms. Adcock | $96,875 | $49,565 | $64,059 | | Mr. Cosset | $105,676 | $74,348 | $90,844 | | Mr. Massa | $100,029 | $49,565 | $68,526 | | Mr. Millerchip | $101,774 | -- | -- |

  109. Summary Compensation Table

    | (a) Retirement plan contributions. The Company makes automatic and matching contributions to NEOs’ accounts under the applicable defined contribution plan on the same terms and using the same formulas as other participating associates. The Company also makes contributions to NEOs’ accounts under the applicable defined contribution restoration plan, which is intended to make up the shortfall in retirement benefits caused by the limitations on benefits to highly compensated individuals under the defined contribution plans in accordance with the Code. See footnote 1 to the 2024 Nonqualified Deferred Compensation table for more information on the Company contributions made to the NEOs under the defined contribution restoration plan. |

  110. Summary Compensation Table

    2024 Grants of Plan-Based Awards The following table provides information about equity and non-equity incentive awards granted to the NEOs in 2024.

  111. Summary Compensation Table

    | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | Name | Grant Date | Target ($)(1) | Maximum ($)(1) | Target (#)(2) | Maximum (#)(2) | | | | | | W. Rodney McMullen(5) | | 2,900,000 | 6,090,000 | | | | | | | | | 3/14/2024 | | | | | 71,609 | | | 3,975,016 | | | 3/14/2024 | | | | | | 154,700 | 55.51 | 2,649,569 | | | 3/14/2024 | | | 119,348 | 223,778 | | | | 6,625,007 | | Todd Foley | | 700,000 | 1,470,000 | | | | | | | | | 3/14/2024 | | | | | 17,115 | | | 950,054 | | | 3/14/2024 | | | | | | 17,514 | 55.51 | 299,965 | | | 3/14/2024 | | | 13,511 | 25,333 | | | | 749,996 | | Mary Ellen Adcock | | 900,000 | 1,890,000 | | | | | | | | | 3/14/2024 | | | | | 27,923 | | | 1,550,006 | | | 12/20/2024 | | | | | 6,468 | | | 400,046 | | | 3/14/2024 | | | | | | 40,864 | 55.51 | 699,883 | | | 12/20/2024 | | | | | | 12,699 | 61.85 | 199,959 | | | 3/14/2024 | | | 31,526 | 59,111 | | | | 1,750,008 | | Yael Cosset | | 950,000 | 1,995,000 | | | | | | | | | 3/14/2024 | | | | | 37,832 | | | 2,100,054 | | | 3/14/2024 | | | | | | 52,540 | 55.51 | 899,860 | | | 3/14/2024 | | | 40,533 | 75,999 | | | | 2,249,987 | | Timothy A. Massa | | 900,000 | 1,890,000 | | | | | | | | | 3/14/2024 | | | | | 32,427 | | | 1,800,023 | | | 3/14/2024 | | | | | | 40,864 | 55.51 | 699,883 | | | 3/14/2024 | | | 31,526 | 59,111 | | | | 1,750,008 | | Gary Millerchip | | 950,000 | 1,995,000 | | | | | | |

  112. Summary Compensation Table

    | (1) These amounts relate to the 2024 performance-based annual incentive plan. The amount listed under “Target” represents the annual incentive potential of the NEO. By the terms of the plan, payouts are limited to no more than 210% of a participant’s annual incentive potential; accordingly, the amount listed under “Maximum” is 210% of that officer’s annual incentive potential amount. The amounts actually earned under this plan were paid out in March 2025; are described in the Compensation Discussion and Analysis; and are included in the Summary Compensation Table for 2024 in the “Non-Equity Incentive Plan Compensation” column and described in footnotes 2 and 4 to that table. See “2024 Annual Cash Incentive Plan” in CD&A for more information about the program for 2024. |

  113. Summary Compensation Table

    | (2) These amounts represent performance units awarded under the 2024 Long-Term Incentive Plan, which covers performance during fiscal years 2024, 2025 and 2026. The amount listed under “Maximum” represents the maximum number of common shares that can be earned by the NEO under the award or 187.5% of the target amount. This amount is consistent with the estimate of aggregate compensation cost to be recognized by the Company over the three-year performance period of the award determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value reported in the last column is based on the probable outcome of the performance conditions as of the grant date. The aggregate grant date fair value of these awards is included in the Summary Compensation Table for 2024 in the “Stock Awards” column and described in footnote 2 to that table. |

  114. Summary Compensation Table

    | (3) These amounts represent the number of shares of restricted stock granted in 2024. The aggregate grant date fair value reported in the last column is calculated in accordance with FASB ASC Topic 718. The aggregate grant date fair value of these awards is included in the Summary Compensation Table for 2024 in the “Stock Awards” column and described in footnote 2 to that table. |

  115. Summary Compensation Table

    | (4) These amounts represent the number of stock options granted in 2024. Options are granted with an exercise price equal to the closing price of Kroger common shares on the grant date. The aggregate grant date fair value reported in the last column is calculated in accordance with FASB ASC Topic 718. The aggregate grant date fair value of these awards is included in the Summary Compensation Table for 2024 in the “Option Awards” column and described in footnote 3 to that table. |

  116. Summary Compensation Table

    | (5) Mr. McMullen’s award represents his targets when serving as CEO. His unvested awards were subsequently forfeited in connection with his resignation on March 2, 2025. |

  117. Summary Compensation Table

    The Compensation Committee, and the independent members of the Board in the case of the CEO, established the incentive potential amounts for the performance-based annual incentive awards (shown in this table as “Target”) and the number of performance units awarded for the long-term incentive awards (shown in this table as “Target”). Amounts are payable to the extent that Kroger’s actual performance meets specific performance metrics established by the Compensation Committee at the beginning of the performance period. There are no guaranteed or minimum payouts; if none of the performance metrics are achieved, then none of the award is earned and no payout is made. As described in the CD&A, actual earnings under the performance-based annual incentive plan may exceed the target amount if the Company’s performance exceeds the performance goals, but are limited to 187.5% of the target amount. The potential values for performance units awarded under the 2024-2026 Long-Term Incentive Plan are more particularly described in the CD&A. The annual restricted stock and nonqualified stock options awards granted to the NEOs vest in equal amounts on each of the first four anniversaries of the grant date, so long as the officer remains a Kroger associate. Any dividends declared on Kroger common shares are payable on unvested restricted stock. 2024 Outstanding Equity Awards at Fiscal Year-End The following table provides information about outstanding equity-based incentive compensation awards for the NEOs as of the end of 2024. The vesting schedule for each award is described in the footnotes to this table. The market value of unvested restricted stock and unearned performance units is based on the closing price of Kroger’s common shares of $61.64 on January 31, 2025, the last trading day of fiscal 2024.

  118. Summary Compensation Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | W. Rodney McMullen(1) | 235,415 | | 38.33 | 7/15/2025 | 23,612(9) | 1,455,444 | | | | | 358,091 | | 37.48 | 7/13/2026 | 30,216(10) | 1,862,514 | | | | | 573,127 | | 22.92 | 7/13/2027 | 59,525(11) | 3,669,121 | | | | | 349,293 | | 28.05 | 7/13/2028 | 71,609(12) | 4,413,979 | | | | | 348,259 | | 24.75 | 3/14/2029 | | | 45,410(17) | 2,962,548 | | | 329,154 | | 29.12 | 3/12/2030 | | | 119,348(18) | 7,807,746 | | | 195,729 | 65,244(2) | 34.94 | 3/11/2031 | | | | | | | 71,429 | 71,429(3) | 57.09 | 3/10/2032 | | | | | | | 41,473 | 124,420(4) | 47.25 | 3/9/2033 | | | | | | | | 154,700(5) | 55.51 | 3/14/2034 | | | | | | Todd Foley | 7,685 | | 28.05 | 7/13/2028 | 816(9) | 50,298 | | | | | 10,498 | | 24.75 | 3/14/2029 | 974(13) | 60,037 | | | | | 9,922 | | 29.12 | 3/12/2030 | 1,753(10) | 108,055 | | | | | 6,762 | 2,254(2) | 34.94 | 3/11/2031 | 3,177(11) | 195,830 | | | | | 6,507 | 2,170(6) | 41.10 | 9/15/2031 | 8,107(12) | 499,715 | | | | | 4,143 | 4,143(3) | 57.09 | 3/10/2032 | 9,008(14) | 555,253 | | | | | 2,213 | 6,640(4) | 47.25 | 3/9/2033 | | | 2,423(17) | 185,434 | | | | 17,514(5) | 55.51 | 3/14/2034 | | | 13,511(18) | 986,629 | | Mary Ellen Adcock | 41,460 | | 24.75 | 3/14/2029 | 3,435(9) | 211,733 | | | | | 18,588 | | 22.08 | 7/15/2029 | 1,468(15) | 90,488 | | | | | 43,888 | | 29.12 | 3/12/2030 | 6,569(10) | 404,913 | | | | | 28,470 | 9,490(2) | 34.94 | 3/11/2031 | 14,286(11) | 880,589 | | | | | 8,134 | 2,712(7) | 38.32 | 7/14/2031 | 27,923(12) | 1,721,174 | | | | | 15,528 | 15,528(3) | 57.09 | 3/10/2032 | 6,468(16) | 398,688 | | | | | 9,953 | 29,862(4) | 47.25 | 3/9/2033 | | | 10,898(17) | 707,833 | | | | 40,864(5) | 55.51 | 3/14/2034 | | | 31,526(18) | 2,097,074 | | | | 12,699(8) | 61.85 | 12/20/2034 | | | | | | Yael Cosset | 10,611 | | 28.83 | 3/9/2027 | 7,513(9) | 463,101 | | | | | 8,704 | | 22.92 | 7/13/2027 | 9,853(10) | 607,339 | | | | | 29,499 | | 28.05 | 7/13/2028 | 20,239(11) | 1,247,532 | | | | | 82,919 | | 24.75 | 3/14/2029 | 37,832(12) | 2,331,964 | | | | | 84,640 | | 29.12 | 3/12/2030 | | | 15,440(17) | 1,007,304 | | | 62,277 | 20,760(2) | 34.94 | 3/11/2031 | | | 40,533(18) | 2,651,669 | | | 23,292 | 23,292(3) | 57.09 | 3/10/2032 | | | | | | | 14,101 | 42,303(4) | 47.25 | 3/9/2033 | | | | | | | | 52,540(5) | 55.51 | 3/14/2034 | | | | |

  119. Summary Compensation Table

    | Timothy A. Massa | 45,065 | | 22.92 | 7/13/2027 | 4,723(9) | 291,126 | | | | | 40,561 | | 28.05 | 7/13/2028 | 6,569(10) | 404,913 | | | | | 66,336 | | 24.75 | 3/14/2029 | 14,286(11) | 880,589 | | | | | 62,696 | | 29.12 | 3/12/2030 | 32,427(12) | 1,998,800 | | | | | 39,146 | 13,049(2) | 34.94 | 3/11/2031 | | | 10,898(17) | 710,987 | | | 15,528 | 15,528(3) | 57.09 | 3/10/2032 | | | 31,526(18) | 2,062,431 | | | 9,953 | 29,862(4) | 47.25 | 3/9/2033 | | | | | | | | 40,864(5) | 55.51 | 3/14/2034 | | | | | | Gary Millerchip | -- | -- | -- | -- | -- | -- | -- | -- |

  120. Summary Compensation Table

    | (1) In connection with his resignation, Mr. McMullen forfeited all unvested equity awards outstanding under the Company’s 2019 LTIP. Mr. McMullen’s vested stock options granted before 2019 retain their original expiration dates and vested stock options granted in 2019 and later will expire on March 2, 2026. |

  121. Summary Compensation Table

    | (2) Stock options vest on 3/11/2025. |

  122. Summary Compensation Table

    | (3) Stock options vest in equal amounts on 3/10/2025 and 3/10/2026. |

  123. Summary Compensation Table

    | (4) Stock options vest in equal amounts on 3/9/2025, 3/9/2026, and 3/9/2027. |

  124. Summary Compensation Table

    | (5) Stock options vest in equal amounts on 3/14/2025, 3/14/2026, 3/14/2027, and 3/14/2028. |

  125. Summary Compensation Table

    | (6) Stock options vests on 9/15/2025. |

  126. Summary Compensation Table

    | (7) Stock options vest on 7/14/2025. |

  127. Summary Compensation Table

    | (8) Stock options vest in equal amounts on 12/20/2025, 12/20/2026, 12/20/2027, and 12/20/2028. |

  128. Summary Compensation Table

    | (9) Restricted stock vests on 3/11/2025. |

  129. Summary Compensation Table

    | (10) Restricted stock vests in equal amounts on 3/10/2025, and 3/10/2026. |

  130. Summary Compensation Table

    | (11) Restricted stock vests in equal amounts on 3/9/2025, 3/9/2026, and 3/9/2027. |

  131. Summary Compensation Table

    | (12) Restricted stock vests in equal amounts on 3/14/2025, 3/14/2026, 3/14/2027, and 3/14/2028. |

  132. Summary Compensation Table

    | (13) Restricted stock vests on 9/15/2025. |

  133. Summary Compensation Table

    | (14) Restricted stock vests on 3/14/2025. |

  134. Summary Compensation Table

    | (15) Restricted stock vests on 7/14/2025. |

  135. Summary Compensation Table

    | (16) Restricted stock vests in equal amounts on 12/20/2025, 12/20/2026, 12/20/2027, and 12/20/2028. |

  136. Summary Compensation Table

    | (17) Performance units granted under the 2023 long-term incentive plan are earned as of the last day of fiscal 2025, to the extent performance conditions are achieved. Because the awards earned are not currently determinable, in accordance with SEC rules, the number of units and the corresponding market value reflect a representative amount based on performance through fiscal year 2024, including cash payments equal to projected dividend equivalent payments. |

  137. Summary Compensation Table

    | (18) Performance units granted under the 2024 long-term incentive plan are earned as of the last day of fiscal 2026, to the extent performance conditions are achieved. Because the awards earned are not currently determinable, in accordance with SEC rules, the number of units and the corresponding market value reflect a representative amount based on performance in fiscal year 2024, including cash payments equal to projected dividend equivalent payments. |

  138. Summary Compensation Table

    2024 Option Exercises and Stock Vested The following table provides information regarding 2024 stock options exercised, restricted stock vested, and common shares issued pursuant to performance units earned under long-term incentive plans.

  139. Summary Compensation Table

    | | Option Awards(1) | | Stock Awards(2) | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | W. Rodney McMullen | 300,000 | 7,411,500 | 180,256 | 10,756,422 | | Todd Foley | 32,196 | 919,771 | 8,596 | 520,819 | | Mary Ellen Adcock | 82,806 | 2,555,804 | 36,720 | 2,198,381 | | Yael Cosset | — | — | 56,539 | 3,383,561 | | Timothy A. Massa | 55,859 | 1,150,953 | 39,907 | 2,379,583 | | Gary Millerchip | 367,399 | 9,699,986 | — | — |

  140. Summary Compensation Table

    | (1) Stock options have a ten-year life and expire if not exercised within that ten-year period. The value realized on exercise is the difference between the exercise price of the option and the closing price of Kroger’s common shares on the exercise date. |

  141. Summary Compensation Table

    | (2) The Stock Awards columns include vested restricted stock and earned performance units, as follows: |

  142. Summary Compensation Table

    | | Vested Restricted Stock | | Earned Performance Units | | | Name | Number of Shares | Value Realized | Number of Shares | Value Realized | | W. Rodney McMullen | 110,317 | $6,133,454 | 69,939 | $4,622,968 | | Todd Foley | 4,539 | $252,651 | 4,057 | $268,168 | | Mary Ellen Adcock | 21,516 | $1,193,397 | 15,204 | $1,004,984 | | Yael Cosset | 33,733 | $1,876,084 | 22,806 | $1,507,477 | | Timothy A. Massa | 24,703 | $1,374,599 | 15,204 | $1,004,984 | | Gary Millerchip | — | — | — | — |

  143. Summary Compensation Table

    Restricted stock. The table includes the number of shares acquired upon vesting of restricted stock and the value realized on the vesting of restricted stock, based on the closing price of Kroger common shares on the vesting date. Performance Units. Participants in the 2022-2024 Long-Term Incentive Plan were awarded performance units that were earned based on performance criteria established by the Compensation Committee as described in “2022- 2024 Long-Term Incentive Plan — Results and Payout” in the CD&A. Actual payouts were based on the level of performance achieved and were paid in common shares. The number of common shares issued, and the value realized based on the closing price of Kroger common shares of $66.10 on March 13, 2025, the date of deemed delivery of the shares, are reflected in the table above. 2024 Pension Benefits The following table provides information regarding pension benefits for the NEOs as of the last day of fiscal 2024. Only Mr. McMullen participates in a pension plan.

  144. Summary Compensation Table

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments during Last fiscal year ($) | | W. Rodney McMullen | Pension Plan | 34 | 1,514,733 | — | | | Excess Plan | 34 | 16,957,536 | — | | Todd Foley | Pension Plan | — | — | — | | | Excess Plan | — | — | — | | Mary Ellen Adcock | Pension Plan | — | — | — |

  145. Summary Compensation Table

    | | Excess Plan | — | — | — | | Yael Cosset | Pension Plan | — | — | — | | | Excess Plan | — | — | — | | Timothy A. Massa | Pension Plan | — | — | — | | | Excess Plan | — | — | — | | Gary Millerchip | Pension Plan | — | — | — | | | Excess Plan | — | — | — |

  146. Summary Compensation Table

    | (1) In 2018, the Company froze the service periods used to calculate pension benefits and thus, Mr. McMullen’s number of years of credited service is less than his actual 46 years of service. |

  147. Summary Compensation Table

    | (2) The discount rate used to determine the present values was 5.61% for The Kroger Consolidated Retirement Benefit Plan Spin Off (the “Pension Plan”) and 5.57% for The Kroger Co. Consolidated Retirement Excess Benefit Plan (the “Excess Plan”), which are the same rates used at the measurement date for financial reporting purposes. Additional assumptions used in calculating the present values are set forth in Note 14 to the consolidated financial statements in Kroger’s 10-K for fiscal year 2024. |

  148. Summary Compensation Table

    Pension Plan and Excess Plan In 2024, Mr. McMullen was a participant in the Pension Plan, which is a qualified defined benefit pension plan. Mr. McMullen also participated in the Excess Plan, which is a nonqualified deferred compensation plan as defined in Section 409A of the Code. The purpose of the Excess Plan is to make up the shortfall in retirement benefits caused by the limitations on benefits to highly compensated individuals under the qualified defined benefit pension plans in accordance with the Code. Although participants generally receive credited service beginning at age 21, certain participants in the Pension Plan and the Excess Plan who commenced employment prior to 1986, including Mr. McMullen, began to accrue credited service after attaining age 25 and one year of service. The Pension Plan and the Excess Plan generally determine accrued benefits using a cash balance formula but retain benefit formulas applicable under prior plans for certain “grandfathered participants” who were employed by Kroger on December 31, 2000. Mr. McMullen was eligible for these grandfathered benefits. Grandfathered Participants Benefits for grandfathered participants are determined using formulas applicable under prior plans, including the Kroger formula covering service to The Kroger Co. As a “grandfathered participant,” Mr. McMullen will receive benefits under the Pension Plan and the Excess Plan, determined as follows:

  149. Summary Compensation Table

    | • | 1(1)∕2% times years of credited service multiplied by the average of the highest five years of total earnings (base salary and annual cash incentive) during the last ten calendar years of employment, reduced by 1(1)∕4% times years of credited service multiplied by the primary social security benefit; |

  150. Summary Compensation Table

    | • | normal retirement age is 65; and |

  151. Summary Compensation Table

    | • | unreduced benefits are payable beginning at age 62. |

  152. Summary Compensation Table

    In 2018, the Company froze the compensation and service periods used to calculate pension benefits for active associates who participate in the affected pension plans, including the NEO participants, as of December 31, 2019. Beginning January 1, 2020, the affected active associates no longer accrue additional benefits for future service and eligible compensation received under these plans. 2024 Nonqualified Deferred Compensation The following table provides information on nonqualified deferred compensation for the NEOs for 2024.

  153. Summary Compensation Table

    | Name | Executive Contributions in Last FY | Company Contributions in Last FY(1) | Aggregate Earnings in Last FY(2) | Aggregate Balance at Last FYE(3) | | W. Rodney McMullen | $204,375 | $260,038 | $1,269,878 | $17,490,211 | | Todd Foley | $37,500 | $26,221 | $5,785 | $138,688 | | Mary Ellen Adcock | — | $81,072 | $19,819 | $346,703 | | Yael Cosset | — | $90,087 | $24,123 | $422,027 | | Timothy A. Massa | — | $84,558 | $26,772 | $468,348 | | Gary Millerchip | — | $91,024 | $24,131 | $422,143 |

  154. Summary Compensation Table

    | (1) This amount includes Company contributions to the NEOs pursuant to the defined contribution restoration plan, which is intended to make up the shortfall in retirement benefits caused by the limitations on benefits to highly compensated individuals under the defined contribution plans in accordance with the Code. This amount is included in footnote 7 to the Summary Compensation Table for 2024. |

  155. Summary Compensation Table

    | (2) This amount includes the aggregate earnings on Mr. McMullen’s account, including any above-market or preferential earnings. The amount of $206,800 earned in 2024 is deemed to be preferential earnings and is included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2024. |

  156. Summary Compensation Table

    | (3) The amount of $4,459,409 for Mr. McMullen was reported in the Summary Compensation Tables covering fiscal years 2006 – 2023. |

  157. Summary Compensation Table

    Executive Deferred Compensation Plan Mr. McMullen and Mr. Foley participated in the Deferred Compensation Plan, which is a nonqualified deferred compensation plan. Prior to January 1, 2025, participants could elect to defer up to 100% of the amount of their salary that exceeds the sum of the FICA wage base and pre-tax insurance and other Code Section 125 plan deductions, as well as up to 100% of their cash incentive compensation. After January 1, 2025, this amount was reduced to 75% for the salary compensation. Kroger does not match any deferral or provide other contributions. Prior to January 1, 2025, deferral account amounts were credited with interest at the rate representing Kroger’s cost of ten-year debt as determined by Kroger’s CFO and approved by the Compensation Committee prior to the beginning of each deferral year. The interest rate established for deferral amounts for each deferral year prior to 2025 will be applied to those deferral amounts for all subsequent years until the deferred compensation is paid out. Beginning January 1, 2025, deferred compensation is credited with earnings and/or losses based on notional investment directions made by the participant. Participants can elect to receive lump sum distributions or quarterly installments for periods up to ten years. Participants also can elect between lump sum distributions and quarterly installments to be received by designated beneficiaries if the participant dies before distribution of deferred compensation is completed. Participants may not withdraw amounts from their accounts until they leave Kroger, except that Kroger has discretion to approve an early distribution to a participant upon the occurrence of an unforeseen emergency. Participants who are “specified associates” under Section 409A of the Code, which includes the NEOs, may not receive a post-termination distribution for at least six months following separation. If the associate dies prior to or during the distribution period, the remainder of the account will be distributed to his or her designated beneficiary in lump sum or quarterly installments, according to the participant’s prior election. Potential Payments upon Termination or Change in Control Kroger does not have employment agreements that provide for payments to the NEOs in connection with a termination of employment or a change in control of Kroger. However, KEPP and award agreements for stock options, restricted stock and performance units provide for certain payments and benefits to participants, including the NEOs, in the event of a termination of employment or a change in control of Kroger, as defined in the applicable plan or agreement. Our pension plans and nonqualified deferred compensation plan also provide for certain payments and benefits to participants in the event of a termination of employment, as described above in the 2024 Pension Benefits section and the 2024 Nonqualified Deferred Compensation section, respectively. The Kroger Co. Employee Protection Plan KEPP applies to all management associates who are classified as exempt under the federal Fair Labor Standards Act and to certain administrative or technical support personnel who are not covered by a collective bargaining agreement, with at least one year of service, including the NEOs. KEPP provides severance benefits when a participant’s employment is terminated actually or constructively within two years following a change in control of Kroger, as defined in KEPP. The actual amount of the severance benefit is dependent on pay level and years of service. Exempt associates, including the NEOs, are eligible for the following benefits:

  158. Summary Compensation Table

    | • | a lump sum severance payment equal to up to 24 months of the participant’s annual base salary and target annual incentive potential; |

  159. Summary Compensation Table

    | • | a lump sum payment equal to the participant’s accrued and unpaid vacation, including banked vacation; |

  160. Summary Compensation Table

    | • | continued medical and dental benefits for up to 24 months and continued group term life insurance coverage for up to six months; and |

  161. Summary Compensation Table

    | • | up to $10,000 as reimbursement for eligible outplacement expenses. |

  162. Summary Compensation Table

    In the event that any payments or benefits received or to be received by an eligible associate in connection with a change in control or termination of employment (whether pursuant to KEPP or any other plan, arrangement or agreement with Kroger or any person whose actions result in a change in control) would constitute parachute payments within the meaning of Section 280G of the Code and would be subject to the excise tax under Section 4999 of the Code, then such payments and benefits will either be (i) paid in full or (ii) reduced to the minimum extent necessary to ensure that no portion of such payments or benefits will be subject to the excise tax, whichever results in the eligible associate receiving the greatest aggregate amount on an after-tax basis. Long-Term Incentive Awards The following table describes the treatment of long-term incentive awards following a termination of employment or change in control of Kroger, as defined in the applicable agreement. In each case, the continued vesting, exercisability or eligibility for the incentive awards will end if the participant provides services to a competitor of Kroger.

  163. Summary Compensation Table

    | Triggering Event | Stock Options | Restricted Stock | Performance Units | | Involuntary Termination | Forfeit all unvested options. Previously vested options remain exercisable for the shorter of one year after termination or the remainder of the original 10-year term | Forfeit all unvested shares | Forfeit all rights to units for which the three-year performance period has not ended | | Voluntary Termination/Retirement ● Prior to minimum age and five years of service(1) | Forfeit all unvested options. Previously vested options remain exercisable for the shorter of one year after termination or the remainder of the original 10-year term | Forfeit all unvested shares | Forfeit all rights to units for which the three-year performance period has not ended | | Voluntary Termination/ Retirement ● After minimum age and five years of service(1) | Unvested options held greater than one year continue vesting on the original schedule. All options are exercisable for remainder of the original 10- year term | Unvested shares held greater than one year continue vesting on the original schedule | Pro rata portion(2) of units earned based on performance results over the full three-year period | | Death | Unvested options are immediately vested. All options are exercisable for the remainder of the original 10- year term | Unvested shares immediately vest | Pro rata portion(2) of units earned based on performance results through the end of the fiscal year in which death occurs. Award will be paid following the end of such fiscal year | | Disability | Unvested options are immediately vested. All options are exercisable for remainder of the original 10-year term | Unvested shares immediately vest | Pro rata portion(2) of units earned based on performance results over the full three-year period | | Change in Control(3) ● For awards in March 2019 and thereafter | Unvested options only vest and become exercisable upon an actual or constructive termination of employment within two years following a change in control | Unvested shares only vest upon an actual or constructive termination of employment within two years following a change in control | 50% of the units granted at the beginning of the performance period earned upon an actual or constructive termination of employment within two years following a change in control |

  164. Summary Compensation Table

    | (1) The minimum age requirement is age 62 for stock options and restricted stock and age 55 for performance units. |

  165. Summary Compensation Table

    | (2) The prorated amount is equal to the number of weeks of active employment during the performance period divided by the total number of weeks in the performance period. |

  166. Summary Compensation Table

    | (3) These benefits are payable upon an actual or constructive termination of employment within two years after a change in control, as defined in the applicable agreements. |

  167. Summary Compensation Table

    Quantification of Payments upon Termination or Change in Control The following table provides information regarding certain potential payments that would have been made to the NEOs if the triggering event occurred on the last day of the fiscal year, February 1, 2025, given compensation, age and service levels as of that date and, where applicable, based on the closing market price per Kroger common share on the last trading day of the fiscal year ($61.64 on January 31, 2025). Amounts actually received upon the occurrence of a triggering event will vary based on factors such as the timing during the year of such event, the market price of Kroger common shares, and the officer’s age, length of service and compensation level.

  168. Summary Compensation Table

    | Name | Involuntary Termination | Voluntary Termination/ Retirement | Death | Disability | Change in Control without Termination | Change in Control with Termination | | W. Rodney McMullen | | | | | | | | Accrued and Banked | | | | | | | | Vacation | $655,481 | $655,481 | $655,481 | $655,481 | $655,481 | $655,481 | | Severance | | | | | | $8,700,000 | | Continued Health | | | | | | | | and Welfare Benefits(1) | | | | | | $53,437 | | Stock Options(2) | $0 | $4,805,732 | $4,805,732 | $4,805,732 | $0 | $4,805,732 | | Restricted Stock(3) | $0 | $11,401,058 | $11,401,058 | $11,401,058 | $0 | $11,401,058 | | Performance Units(4) | $0 | $4,318,252 | $4,318,252 | $4,318,252 | $0 | $7,755,021 | | Executive Group Life | | | | | | | | Insurance | | | $2,000,000 | | | | | Todd Foley | | | | | | | | Accrued and Banked | | | | | | | | Vacation | $6,923 | $6,923 | $6,923 | $6,923 | $6,923 | $6,923 | | Severance | | | | | | $2,600,016 | | Continued Health | | | | | | | | and Welfare Benefits(1) | | | | | | $34,813 | | Stock Options(2) | $0 | $0 | $326,516 | $326,516 | $326,516 | $326,516 | | Restricted Stock(3) | $0 | $0 | $1,469,189 | $1,469,189 | $0 | $1,469,189 | | Performance Units(4) | $0 | $377,176 | $377,176 | $377,176 | $0 | $633,937 | | Executive Group Life Insurance | | | $900,000 | | | | | Mary Ellen Adcock | | | | | | | | Accrued and Banked | | | | | | | | Vacation | $10,385 | $10,385 | $10,385 | $10,385 | $10,385 | $10,385 | | Severance | | | | | | $3,600,000 | | Continued Health | | | | | | | | and Welfare Benefits(1) | | | | | | $64,709 | | Stock Options(2) | $0 | $0 | $1,067,489 | $1,067,489 | $0 | $1,067,489 | | Restricted Stock(3) | $0 | $0 | $3,707,584 | $3,707,584 | $0 | $3,707,584 | | Performance Units(4) | $0 | $0 | $1,095,606 | $1,095,606 | $0 | $1,950,043 | | Executive Group Life | | | | | | | | Insurance | | | $1,350,000 | | | | | Yael Cosset | | | | | | | | Accrued and Banked | | | | | | | | Vacation | $10,961 | $10,961 | $10,961 | $10,961 | $10,961 | $10,961 | | Severance | | | | | | $3,800,016 | | Continued Health | | | | | | | | and Welfare Benefits(1) | | | | | | $36,445 | | Stock Options(2) | $0 | $0 | $1,591,081 | $1,591,081 | $0 | $1,591,081 | | Restricted Stock(3) | $0 | $0 | $4,649,937 | $4,649,937 | $0 | $4,649,937 | | Performance Units(4) | $0 | $0 | $1,467,282 | $1,467,282 | $0 | $2,635,326 | | Executive Group Life | | | | | | | | Insurance | | | $1,425,000 | | | | | Timothy A. Massa Accrued and Banked | | | | | | | | Vacation | $10,789 | $10,789 | $10,789 | $10,789 | $10,789 | $10,789 | | Severance | | | | | | $3,670,008 | | Continued Health | | | | | | | | and Welfare Benefits(1) | | | | | | $53,182 | | Stock Options(2) | $0 | $0 | $1,099,270 | $1,099,270 | $0 | $1,099,270 | | Restricted Stock(3) | $0 | $0 | $3,575,428 | $3,575,428 | $0 | $3,575,428 | | Performance Units(4) | $0 | $1,095,606 | $1,095,606 | $1,095,606 | $0 | $1,950,043 | | Executive Group Life | | | | | | | | Insurance | | | $1,402,500 | | | |

  169. Summary Compensation Table

    | Gary Millerchip | | | | | | | | Accrued and Banked | | | | | | | | Vacation | $0 | $0 | $0 | $0 | $0 | $0 | | Severance | | | | | | $0 | | Continued Health | | | | | | | | and Welfare Benefits(1) | | | | | | $0 | | Stock Options(2) | $0 | $0 | $0 | $0 | $0 | $0 | | Restricted Stock(3) | $0 | $0 | $0 | $0 | $0 | $0 | | Performance Units(4) | $0 | $0 | $0 | $0 | $0 | $0 | | Executive Group Life | | | | | | | | Insurance | | | $0 | | | |

  170. Summary Compensation Table

    | (1) Represents the aggregate present value of continued participation in the Company’s medical, dental and term life insurance plans, based on the premiums payable by the Company during the eligible period. The eligible period for continued medical and dental benefits is based on the level and length of service, which is 24 months for all NEOs. The eligible period for continued executive term life insurance coverage is six months for the NEOs. The amounts reported may ultimately be lower if the NEO is no longer eligible to receive benefits, which could occur upon obtaining other employment and becoming eligible for substantially equivalent benefits through the new employer. |

  171. Summary Compensation Table

    | (2) Amounts reported in the “Death,” “Disability,” and “Change in Control” columns represent the intrinsic value of the accelerated vesting of unvested stock options, calculated as the difference between the exercise price of the stock option and the closing price per Kroger common share on January 31, 2025. A value of $0 is attributed to stock options with an exercise price greater than the market price on the last day of the fiscal year. In accordance with SEC rules, no amount is reported in the “Voluntary Termination/Retirement” column because vesting is not accelerated, but the options may continue to vest on the original schedule if the conditions described above are met. |

  172. Summary Compensation Table

    | (3) Amounts reported in the “Death,” “Disability,” and “Change in Control” columns represent the aggregate value of the accelerated vesting of unvested restricted stock. In accordance with SEC rules, no amount is reported in the “Voluntary Termination/Retirement” column because vesting is not accelerated, but the restricted stock may continue to vest on the original schedule if the conditions described above are met. |

  173. Summary Compensation Table

    | (4) Amounts reported in the “Voluntary Termination/Retirement,” “Death” and “Disability” columns represent the aggregate value of the performance units granted in 2023 and 2024, based on performance through the last day of fiscal 2024 and prorated for the portion of the performance period completed. Amounts reported in the change in control column represent the aggregate value of 50% of the maximum number of performance units granted in 2023 and 2024. Awards under the 2022 Long-Term Incentive Plan were earned as of the last day of 2024 so each NEO age 55 or over was entitled to receive (regardless of the triggering event) the amount actually earned, which is reported in the Stock Awards column of the 2024 Option Exercises and Stock Vested Table. |

  174. Summary Compensation Table

    As previously disclosed, Mr. McMullen resigned from the Company effective March 2, 2025. Upon his resignation, he received his accrued and banked vacation of $730,814, all unvested stock options and restricted shares were forfeited, and all interests in the 2023-2025 and 2024-2026 long term incentive plans were forfeited. Mr. McMullen’s vested stock options granted before 2019 retain their original expiration dates and vested stock options granted in 2019 and later will expire March 2, 2026. Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid,” or “CAP,” and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A beginning on page 38. PAY VERSUS PERFORMANCE TABLE*

  175. Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | | (g) | (h) | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on(5) | | Net Income ($)(6) (in millions) | Adjusted FIFO Operating Profit ($)(7) (in millions) | | | | | | | Total Share- holder Return ($) | Peer Group Total Share- holder Return ($) | | | | 2024 | 15,631,028 | 21,332,878 | 4,958,926 | 5,841,074 | 255.56 | 238.01 | 2,665 | 4,674 | | 2023 | 15,710,572 | 16,841,015 | 5,373,738 | 5,669,814 | 186.91 | 164.01 | 2,164 | 4,986 | | 2022 | 19,209,843 | 23,325,794 | 6,117,423 | 6,281,085 | 178.23 | 140.77 | 2,244 | 5,079 | | 2021 | 18,168,730 | 36,111,316 | 5,644,957 | 9,323,327 | 168.66 | 145.25 | 1,655 | 4,310 | | 2020 | 22,373,574 | 29,840,084 | 6,932,437 | 9,191,933 | 131.19 | 123.01 | 2,585 | 4,056 |

  176. Summary Compensation Table

    *Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar.

  177. Summary Compensation Table

    | 1. | During fiscal 2020, 2021, 2022, 2023 and 2024 Mr. McMullen served as our Principal Executive Officer (“PEO”). The dollar amounts reported in column (b) are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table (“SCT”). |

  178. Summary Compensation Table

    | 2. | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (CAP) to Mr. McMullen as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. McMullen during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McMullen’s total compensation for each year to determine the CAP: |

  179. Summary Compensation Table

    | PEO SCT Total to CAP Reconciliation | | | | | | | | Year | Reported Summary Compensation Table for PEO ($) | Reported Summary Compensation Table Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Reported Change in the APV of Pension Benefits in Summary Compensation Table (c) ($) | Plus: Pension Benefit Adjustments(b)(c) ($) | Compensation Actually Paid to PEO ($) | | 2024 | 15,631,028 | 13,249,592 | 18,951,442 | | | 21,332,878 |

  180. Summary Compensation Table

    | a) | The amounts included in this column are the amounts reported in “Stock Awards” and “Option Awards” column of the SCT for fiscal 2024 and are subtracted from the Reported Summary Compensation Table for PEO. |

  181. Summary Compensation Table

    | b) | The equity award and pension benefit adjustments for fiscal 2024 were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K as follows: the equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in fiscal 2024 that are outstanding and unvested as of the end of the year; (ii) the amount equal to the change as of the end of fiscal 2024 (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of fiscal 2024; (iii) for awards that are granted and vest in fiscal 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in fiscal 2024, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during fiscal 2024, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair |

  182. Summary Compensation Table

    values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the PEO are provided in the table below:

  183. Summary Compensation Table

    | PEO Equity Award Adjustments | | | | | | | Year | Year End Fair Value of Awards Granted in the Year ($) | YoY Change in Fair Value of Outstanding & Unvested Awards ($) | Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2024 | 14,514,577 | 1,645,239 | - | 2,791,626 | 18,951,442 |

  184. Summary Compensation Table

    | c) | The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” of the SCT for fiscal 2024. Total Pension Benefit Adjustments are equal to the Pension Service Costs incurred during the relevant period. No Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period. |

  185. Summary Compensation Table

    | 3. | The dollar amounts reported in column (d) represent the average of the amounts reported for our non-PEO NEOs as a group in the Total column of the SCT in fiscal 2024. |

  186. Summary Compensation Table

    | 4. | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, consisting of Mr. Foley, Ms. Adcock, Mr. Cosset, Mr. Massa, and Mr. Millerchip, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during fiscal 2023. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for these NEOs as a group for fiscal 2024 to determine the CAP using the same methodology as described in footnote 2: |

  187. Summary Compensation Table

    | Average Non-PEO NEOs Summary Compensation Table Total to CAP Reconciliation | | | | | | | | Year | Average Reported Summary Compensation Table for Non- PEO NEOs ($) | Average Reported Summary Compensation Table Value of Equity Awards for non-PEO NEOs ($) | Average Equity Award Adjustments(a) ($) | Average Reported Change in the APV of Pension Benefits in SCT(b) ($) | Plus: Average Pension Benefit Adjustments ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | | 2024 | 4,958,926 | 3,219,946 | 4,102,094 | - | - | 5,841,074 |

  188. Summary Compensation Table

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are provided in the table below: |

  189. Summary Compensation Table

    | Equity Award Adjustments for Non-PEO NEOs | | | | | | | Year | Average Year End Fair Value of Awards Granted in the Year ($) | Year over Year Average Change in Fair Value of Outstanding & Unvested Awards ($) | Average Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($) | Total Average Equity Award Adjustment ($) | | 2024 | 3,531,408 | 20,930 | - | 549,756 | 4,102,094 |

  190. Summary Compensation Table

    | (b) Total Pension Benefit Adjustments are equal to the Pension Service Costs incurred during the relevant period. No Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period. |

  191. Summary Compensation Table

    | 5. | Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The peer group selected by the Company for purposes of the TSR benchmarking for the pay versus performance disclosures is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The Peer Group consists of Albertsons Companies, Inc. (included from June 26, 2020 when it began trading), Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corp., Walgreens Boots Alliance Inc. and Walmart Inc. The cumulative TSR depicts a hypothetical $100 investment in Kroger common shares on February 1, 2021, and shows the value of that investment over time (assuming the reinvestment of dividends) for each calendar year. A hypothetical $100 investment in the Peer Group using the same methodology is shown for comparison. |

  192. Summary Compensation Table

    | 6. | Net income is as reported in the Company’s audited financial statements for the applicable year in accordance with U.S. GAAP. |

  193. Summary Compensation Table

    | 7. | Adjusted FIFO Operating Profit equals gross profit, excluding the LIFO charge, minus OG&A, minus rent, and minus depreciation and amortization. For a reconciliation of non-GAAP information, see pages 29-38 of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the SEC on April 1, 2025. |

  194. Summary Compensation Table

    Most Important Performance Measures The three measures listed below represent the most important financial performance measures used by the Company to link CAP to Company performance for the 2024 fiscal year:

  195. Summary Compensation Table

    | ● | Adjusted FIFO Operating Profit |

  196. Summary Compensation Table

    | ● | ID sales, without fuel |

  197. Summary Compensation Table

    | ● | Adjusted net earnings per diluted share attributable to The Kroger Co. |

  198. Summary Compensation Table

    For a reconciliation of non-GAAP information, see pages 29-38 of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the SEC on April 1, 2025. CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our Chairman and CEO, Mr. McMullen, to the annual total compensation of our median associate. As reported in the Summary Compensation Table, our CEO had annual total compensation for 2024 of $15,631,028. Using this Summary Compensation Table methodology, the annual total compensation of our median associate for 2024 was $34,213. As a result, we estimate that the ratio of our CEO’s annual total compensation to that of our median associate for fiscal 2024 was 457 to 1. Our median employee is a full-time associate in the Central region. Over half of Kroger’s associates are part-time workers. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described below. The SEC rules for identifying the median compensated associate and calculating the pay ratio based on that associate’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Therefore, the estimated pay ratio reported above may not be comparable to the pay ratios reported by other companies and should not be used as a basis for comparison between companies. For 2024, our median employee is the same employee that was used in the 2023 CEO Pay Ratio calculation, as we reasonable believe there were no changes in our employee population or compensation arrangements that would have significantly affected our pay ratio calculation. We identify the “median employee” from our employee population on the last day of our 12th fiscal period (December 31, 2024), which included full-time, part-time, temporary, and seasonal employees who were employed on that date. The consistently applied compensation measure we used was “base salary/wages paid,” which we measured from the beginning of our payroll calendar year, January 1, 2024, through December 31, 2024; and as reflected on 2024 W2 statements. For associates hired in 2024 or associates on leave at the end of 2024, their earnings were annualized based on their full-time equivalent percent and rate. We did not make any other adjustments permissible by the SEC nor did we make any other material assumptions or estimates to identify our median employee. We then determined the median associate’s annual total compensation using the Summary Compensation Table methodology as detailed in Item 402(c)(2)(x) of Regulation S-K and compared it to the annual total compensation of Mr. McMullen as detailed in the “Total” column of the Summary Compensation Table for 2024, to arrive at the pay ratio disclosed above. Compensation Policies as They Relate to Risk Management As part of the Compensation Committee’s review of our compensation practices, the Compensation Committee considers and analyzes the extent to which risks arise from such practices and their impact on Kroger’s business. As discussed in this Compensation Discussion and Analysis, our policies and practices for compensating associates are designed to, among other things, attract and retain high quality and engaged associates. In this process, the Compensation Committee also focuses on minimizing risk through the implementation of certain practices and policies, such as the executive compensation recoupment policy, which is described above. Accordingly, we do not believe that our compensation practices and policies create risks that are reasonably likely to have a material adverse effect on Kroger. Item No. 2 – Advisory Vote to Approve Executive Compensation You are being asked to vote, on an advisory basis, to approve the compensation of our NEOs.

  199. Summary Compensation Table

    | FOR | The Board recommends a vote FOR the approval of compensation of our NEOs. |

  200. Summary Compensation Table

    The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we give our shareholders the right to approve, on a nonbinding, advisory basis, the compensation of our NEOs as disclosed earlier in this proxy statement in accordance with the SEC’s rules. As discussed earlier in the CD&A, our compensation philosophy is to attract and retain the best management talent and to motivate these associates to achieve our business and financial goals. Our incentive plans are designed to reward the actions that lead to long-term value creation. To achieve our objectives, we seek to ensure that compensation is competitive and that there is a direct link between pay and performance. To do so, we are guided by the following principles:

  201. Summary Compensation Table

    | ● | Compensation must be designed to retract and retain the individuals to be an executive at Kroger; |

  202. Summary Compensation Table

    | ● | A significant portion of pay should be performance-based, with the percentage of total pay tied to performance increasing proportionally with an executive’s level of responsibility; |

  203. Summary Compensation Table

    | ● | Compensation should include incentive-based pay to drive performance, providing superior pay for superior performance, including both a short- and long-term focus; |

  204. Summary Compensation Table

    | ● | Compensation policies should include an opportunity for, and a requirement of, significant equity ownership to align the interests of executives and shareholders; |

  205. Summary Compensation Table

    | ● | Components of compensation should be tied to an evaluation of business and individual performance measured against metrics that directly drive our business strategy; |

  206. Summary Compensation Table

    | ● | Compensation plans should provide a direct line of sight to company performance; |

  207. Summary Compensation Table

    | ● | Compensation programs should be aligned with market practices; and |

  208. Summary Compensation Table

    | ● | Compensation programs should serve to both motivate and retain talent. |

  209. Summary Compensation Table

    The vote on this resolution is not intended to address any specific element of compensation. Rather, the vote relates to the compensation of our NEOs as described in this proxy statement. The vote is advisory. This means that the vote is not binding on Kroger. The Compensation Committee of the Board is responsible for establishing executive compensation. In so doing, the Compensation Committee will consider, along with all other relevant factors, the results of this vote. We ask our shareholders to vote on the following resolution: “RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and the related narrative discussion, is hereby APPROVED.” The next advisory vote will occur at our 2026 Annual Meeting. Item No. 3 – Ratification of the Appointment of Kroger’s Independent Auditor You are being asked to ratify the appointment of Kroger’s independent auditor, PricewaterhouseCoopers LLC.

  210. Summary Compensation Table

    | FOR | The Board recommends a vote FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm. |

  211. Summary Compensation Table

    The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities regarding the Company’s financial reporting and accounting practices including the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the independent public accountants’ qualifications and independence; the performance of the Company’s internal audit function and independent public accountants; and the preparation of the Audit Committee Report. The Audit Committee performs this work pursuant to a written charter approved by the Board of Directors. The Audit Committee charter most recently was revised during fiscal 2012 and is available on the Company’s website at ir.kroger.com under Investors — Governance — Committee Composition. The Audit Committee has implemented procedures to assist it during the course of each fiscal year in devoting the attention that is necessary and appropriate to each of the matters assigned to it under the Audit Committee’s charter. The Audit Committee held 5 meetings during fiscal year 2024. Selection of Independent Auditor The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention, and oversight of Kroger’s independent auditor, as required by law and by applicable NYSE rules. On March 12, 2025, the Audit Committee appointed PricewaterhouseCoopers LLP as Kroger’s independent auditor for the fiscal year ending January 31, 2026. PricewaterhouseCoopers LLP or its predecessor firm has been the Company’s independent auditor since 1929. In determining whether to reappoint the independent auditor, our Audit Committee:

  212. Summary Compensation Table

    | ● | Reviews PricewaterhouseCoopers LLP’s independence and performance; |

  213. Summary Compensation Table

    | ● | Considers the tenure of the independent registered public accounting firm and safeguards around auditor independence; |

  214. Summary Compensation Table

    | ● | Reviews, in advance, all non-audit services provided by PricewaterhouseCoopers LLP, specifically with regard to the effect on the firm’s independence; |

  215. Summary Compensation Table

    | ● | Conducts an annual assessment of PricewaterhouseCoopers LLP’s performance, including an internal survey of their service quality by members of management and the Audit Committee; |

  216. Summary Compensation Table

    | ● | Conducts regular executive sessions with PricewaterhouseCoopers LLP; |

  217. Summary Compensation Table

    | ● | Conducts regular executive sessions with the Vice President of Internal Audit; |

  218. Summary Compensation Table

    | ● | Considers PricewaterhouseCoopers LLP’s familiarity with our operations, businesses, accounting policies and practices and internal control over financial reporting; |

  219. Summary Compensation Table

    | ● | Reviews candidates for the lead engagement partner in conjunction with the mandated rotation of the public accountants’ lead engagement partner; |

  220. Summary Compensation Table

    | ● | Reviews recent Public Company Accounting Oversight Board reports on PricewaterhouseCoopers LLP and its peer firms; and |

  221. Summary Compensation Table

    | ● | Obtains and reviews a report from PricewaterhouseCoopers LLP describing all relationships between the independent auditor and Kroger at least annually to assess the independence of the internal auditor. |

  222. Summary Compensation Table

    As a result, the members of the Audit Committee believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm is in the best interests of our Company and its shareholders. While shareholder ratification of the selection of PricewaterhouseCoopers LLP as our independent auditor is not required by Kroger’s Regulations or otherwise, the Board of Directors is submitting the selection of PricewaterhouseCoopers LLP to shareholders for ratification, as it has in past years, as a good corporate governance practice. If the shareholders fail to ratify the selection, the Audit Committee may, but is not required to, reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different auditor at any time during the year if it determines that such a change would be in the best interests of our Company and our shareholders. A representative of PricewaterhouseCoopers LLP is expected to participate in the meeting to respond to appropriate questions and to make a statement if he or she desires to do so. Audit and Non-Audit Fees The following table presents the aggregate fees billed for professional services performed by PricewaterhouseCoopers LLP for the annual audit and quarterly reviews of our consolidated financial statements for fiscal 2024 and 2023, and for audit-related, tax and all other services performed in 2024 and 2023.

  223. Summary Compensation Table

    | | Fiscal Year Ended | | | | February 1, | February 3, | | | 2025 | 2024 | | | ($) | ($) | | Audit Fees(1) | 6,647,700 | 6,738,000 | | Audit-Related Fees | 100,000 | 1,394,000 | | Tax Fees(2) | 104,440 | 155,049 | | All Other Fees(3) | 2,156 | 970 | | Total | 6,854,296 | 8,288,019 |

  224. Summary Compensation Table

    | (1) Includes annual audit and quarterly reviews of Kroger’s consolidated financial statements, the issuance of comfort letters to underwriters, consents, and assistance with review of documents filed with the SEC. This also includes fees for work relating to the merger. |

  225. Summary Compensation Table

    | (2) Includes pre-approved assistance with tax compliance and tax related consulting. |

  226. Summary Compensation Table

    | (3) Includes use of accounting research tool. |

  227. Summary Compensation Table

    The Audit Committee requires that it approve in advance all audit and non-audit work performed by PricewaterhouseCoopers LLP. Pursuant to the Audit Committee audit and non-audit service pre-approval policy, the Committee will annually pre-approve certain defined services that are expected to be provided by the independent auditors. If it becomes appropriate during the year to engage the independent accountant for additional services, the Audit Committee must first approve the specific services before the independent accountant may perform the additional work. PricewaterhouseCoopers LLP has advised the Audit Committee that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in Kroger or its subsidiaries. The Board of Directors Recommends a Vote For This Proposal.