KROGER CO 8-K

What Happened

• Kroger announced that its Board appointed Gregory S. Foran as Chief Executive Officer and as a director, effective February 10, 2026. Mr. Foran previously served as CEO of Air New Zealand (Feb 2020–Oct 2025) and held senior leadership roles at Walmart (2011–2020). Ronald Sargent will remain Chairman and will continue as the company’s principal executive officer until Kroger’s Form 10‑K for the fiscal year ended January 31, 2026 is filed, after which Mr. Foran will assume the CEO role.

Key Details

• Base salary: $1,500,000 per year.
• Annual cash incentive: target opportunity = 200% of base salary (i.e., target $3,000,000), payable 0–200% of target based on performance.
• Long‑term incentive: annual target equity award opportunity = $12,000,000 (anticipated mix: 20% stock options, 30% time‑based restricted shares, 50% performance units), subject to Compensation Committee approval.
• Special grants: performance unit grants in March 2026 for the 2024–2026 and 2025–2027 cycles based on $1,000,000 divided by grant price and adjusted for projected cycle performance.
• Additional benefits: five weeks paid vacation; up to $200,000/year personal use of company aircraft; three months automobile allowance (or comparable car service); expatriate benefits—up to $250,000/year for two years (housing, NZ healthcare, tax/financial planning), then up to $50,000/year thereafter, plus up to $50,000 post‑employment tax planning.
• Severance/change‑in‑control plan: generally provides cash severance equal to two times (base salary + target annual incentive) (i.e., approximately $9,000,000 based on current targets), continued health coverage up to 24 months, life insurance up to 6 months, and up to $10,000 outplacement; amounts may be adjusted to mitigate excise taxes.
• Other: standard executive benefits, relocation payment (one month base salary), stock ownership guideline = 6× base salary (5‑year compliance period), indemnification and clawback provisions apply. Kroger issued a press release on Feb 9, 2026 regarding the appointment.

Why It Matters

• Leadership change at the CEO level is material for investors because it can influence strategy, operations and investor confidence. The filing provides clear, concrete compensation and benefit commitments that affect Kroger’s executive cost structure and potential long‑term incentives tied to performance. Ronald Sargent will maintain leadership through the upcoming 10‑K filing, ensuring continuity until Mr. Foran formally assumes day‑to‑day CEO responsibilities.