Pay vs Performance Disclosure
pure in Millions |
12 Months Ended |
|
Feb. 03, 2024
USD ($)
|
Jan. 28, 2023
USD ($)
|
Jan. 29, 2022
USD ($)
|
Jan. 30, 2021
USD ($)
|
| Pay vs Performance Disclosure |
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|
|
| Pay vs Performance Disclosure, 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
$100 Investment Based on5 | Net
Income
($)6
(in millions) | Adjusted
FIFO
Operating
Profit
($)7
(in millions) | Total
Share-
holder
Return ($) | Peer
Group
Total
Share-
holder
Return ($) | | 2023 | 15,710,572 | 16,841,015 | 5,373,738 | 5,669,814 | 186.91 | 164.01 | 2,164 | 4,986 | | 2022 | 19,209,843 | 23,325,794 | 6,117,423 | 6,281,085 | 178.23 | 140.77 | 2,244 | 5,079 | | 2021 | 18,168,730 | 36,111,316 | 5,644,957 | 9,323,327 | 168.66 | 145.25 | 1,655 | 4,310 | | 2020 | 22,373,574 | 29,840,084 | 6,932,437 | 9,191,933 | 131.19 | 123.01 | 2,585 | 4,056 |
*Totals in the above table might not equal the summation of the columns
due to rounding amounts to the nearest dollar.
| 1. | During fiscal 2020, 2021, 2022 and 2023 Mr. McMullen served as our Principal Executive Officer (“PEO”). The dollar
amounts reported in column (b) are the amounts of total compensation reported for each corresponding year in the Total column of
the Summary Compensation Table (“SCT”). |
| 2. | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. McMullen
as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned
by or paid to Mr. McMullen during the applicable year. In |
accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Mr. McMullen’s total compensation for each year to determine the CAP:
| PEO SCT Total to CAP Reconciliation | | | | Year | Reported Summary
Compensation
Table for PEO ($) | 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
($) | | 2023 | 15,710,572 | 12,500,670 | 13,631,113 | | | 16,841,015 |
| a) | The amounts included in this column are the amounts reported in “Stock Awards” and “Option Awards” column
of the SCT for fiscal 2023 and are subtracted from the Reported Summary Compensation Table for PEO. |
| b) | The equity award and pension benefit adjustments for fiscal 2023 were calculated in accordance with the methodology required by Item
402(v) of Regulation S-K as follow: 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 2023 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 2023 (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 2023; (iii) for
awards that are granted and vest in fiscal 2023, the fair value as of the vesting date; (iv) for awards granted in prior years that
vest in fiscal 2023, 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 2023, 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 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: |
| 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
($) | Total Equity Award
Adjustments ($) | | 2023 | 13,146,559 | (1,842,542) | - | 2,327,096 | 13,631,113 |
| c) | The amounts included in this column are the amounts reported in “Change in Pension and Nonqualifed Deferred Compensation”
of the SCT for fiscal 2023. 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. |
| 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 2023. |
| 4. | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO
NEOs as a group, 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 2023 to determine the CAP using the same methodology as described in footnote 2:
| 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
($) | Average
Compensation
Actually Paid to
non-PEO NEOs ($) | | 2023 | 5,373,738 | 3,937,757 | 4,233,833 | - | - | 5,669,814 |
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are provided in
the table below: |
| 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
($) |
| 2023 | 4,120,112 | (543,557) | - | 657,278 | 4,233,833 |
| (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. |
| 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. |
| 6. | Net income is as reported in the Company’s audited financial statements for the applicable year in accordance with U.S. GAAP. |
| 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 29-36 of our Annual Report on Form 10-K for the fiscal
year ended February 3, 2024, filed with the SEC on April 2, 2024. |
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| Company Selected Measure Name |
Adjusted FIFO Operating Profit
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| Named Executive Officers, Footnote |
1.During fiscal 2020, 2021, 2022 and 2023 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”).
| 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 2023. |
| 4. | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO
NEOs as a group, 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 |
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| Peer Group Issuers, Footnote |
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.
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| PEO Total Compensation Amount |
$ 15,710,572
|
$ 19,209,843
|
$ 18,168,730
|
$ 22,373,574
|
| PEO Actually Paid Compensation Amount |
$ 16,841,015
|
23,325,794
|
36,111,316
|
29,840,084
|
| Adjustment To PEO Compensation, Footnote |
2.The dollar amounts reported in column (c) represent the amount of “compensation actually paid” 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: | 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) ($) | Compensation
Actually Paid to
PEO
($) | | 2023 | 15,710,572 | 12,500,670 | 13,631,113 | | | 16,841,015 |
| a) | The amounts included in this column are the amounts reported in “Stock Awards” and “Option Awards” column
of the SCT for fiscal 2023 and are subtracted from the Reported Summary Compensation Table for PEO. |
| b) | The equity award and pension benefit adjustments for fiscal 2023 were calculated in accordance with the methodology required by Item
402(v) of Regulation S-K as follow: 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 2023 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 2023 (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 2023; (iii) for
awards that are granted and vest in fiscal 2023, the fair value as of the vesting date; (iv) for awards granted in prior years that
vest in fiscal 2023, 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 2023, 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 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: |
| 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 ($) | | 2023 | 13,146,559 | (1,842,542) | - | 2,327,096 | 13,631,113 |
| c) | The amounts included in this column are the amounts reported in “Change in Pension and Nonqualifed Deferred Compensation”
of the SCT for fiscal 2023. 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. |
|
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|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 5,373,738
|
6,117,423
|
5,644,957
|
6,932,437
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 5,669,814
|
6,281,085
|
9,323,327
|
9,191,933
|
| Adjustment to Non-PEO NEO Compensation Footnote |
4.The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO
NEOs as a group, 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 2023 to determine the CAP using the same methodology as described in footnote 2: | 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
($) | Average
Compensation
Actually Paid to
non-PEO NEOs ($) | | 2023 | 5,373,738 | 3,937,757 | 4,233,833 | - | - | 5,669,814 |
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are provided in
the table below: |
| 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
($) |
| 2023 | 4,120,112 | (543,557) | - | 657,278 | 4,233,833 |
| (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. |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
NET INCOME GRAPHICAL REPRESENTATION
|
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| Compensation Actually Paid vs. Company Selected Measure |
COMPANY SELECTED METRIC – Adjusted FIFO Operating Profit
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, 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 2023 fiscal year:
| • | Adjusted FIFO Operating Profit |
| • | ID sales, without fuel |
| • | Adjusted net earnings per diluted share attributable to The Kroger Co. |
For a reconciliation of non-GAAP information, see pages 29-36 of our
Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on April 2, 2024.
|
|
|
|
| Total Shareholder Return Amount |
$ 186.91
|
178.23
|
168.66
|
131.19
|
| Peer Group Total Shareholder Return Amount |
164.01
|
140.77
|
145.25
|
123.01
|
| Net Income (Loss) |
$ 2,164
|
$ 2,244
|
$ 1,655
|
$ 2,585
|
| Company Selected Measure Amount |
4,986
|
5,079
|
4,310
|
4,056
|
| PEO Name |
Mr. McMullen
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| Measure:: 1 |
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|
| Pay vs Performance Disclosure |
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| Name |
•Adjusted FIFO Operating Profit
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| Non-GAAP Measure Description |
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 29-36 of our Annual Report on Form 10-K for the fiscal
year ended February 3, 2024, filed with the SEC on April 2, 2024.
|
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|
| Measure:: 2 |
|
|
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|
| Pay vs Performance Disclosure |
|
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|
| Name |
•ID sales, without fuel
|
|
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|
| Measure:: 3 |
|
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|
|
| Pay vs Performance Disclosure |
|
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|
|
| Name |
•Adjusted net earnings per diluted share attributable to The Kroger Co.
|
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| PEO | Reported Summary Compensation Table Value of Equity Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (12,500,670)
|
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|
|
| PEO | Equity Award Adjustments [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
13,631,113
|
|
|
|
| PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
13,146,559
|
|
|
|
| PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,842,542)
|
|
|
|
| PEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
| PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,327,096
|
|
|
|
| Non-PEO NEO | Reported Summary Compensation Table Value of Equity Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(3,937,757)
|
|
|
|
| Non-PEO NEO | Equity Award Adjustments [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
4,233,833
|
|
|
|
| Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
4,120,112
|
|
|
|
| Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(543,557)
|
|
|
|
| Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
| Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
657,278
|
|
|
|
| Non-PEO NEO | Reported Change in the APV of Pension Benefits in Summary Compensation Table [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
| Non-PEO NEO | Average Benefit Adjustments [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|