Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
Jan. 29, 2022 |
Jan. 30, 2021 |
| Pay vs Performance Disclosure |
|
|
|
|
|
| Pay vs Performance Disclosure, Table |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Year | Summary
Compensation
Table Total for
PEO ($)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 ($) | | 2024 | 15,631,028 | 21,332,878 | 4,958,926 | 5,841,074 | 255.56 | 238.01 | 2,665 | 4,674 | | 2023 | 15,710,572 | 16,841,015 | 5,373,738 | 5,669,814 | 186.91 | 164.01 | 2,164 | 4,986 | | 2022 | 19,209,843 | 23,325,794 | 6,117,423 | 6,281,085 | 178.23 | 140.77 | 2,244 | 5,079 | | 2021 | 18,168,730 | 36,111,316 | 5,644,957 | 9,323,327 | 168.66 | 145.25 | 1,655 | 4,310 | | 2020 | 22,373,574 | 29,840,084 | 6,932,437 | 9,191,933 | 131.19 | 123.01 | 2,585 | 4,056 |
*Totals in the above table might not equal the summation of
the columns due to rounding amounts to the nearest dollar.
| 1. | During fiscal 2020, 2021, 2022, 2023 and 2024 Mr.
McMullen served as our Principal Executive Officer (“PEO”). The dollar amounts reported in column (b) are the amounts of total
compensation reported for each corresponding year in the Total column of the Summary Compensation Table (“SCT”). |
| 2. | The dollar amounts reported in column (c) represent the amount of “compensation
actually paid” (CAP) to Mr. McMullen as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the
actual amount of compensation earned by or paid to Mr. McMullen during the applicable year. In accordance with the requirements of Item
402(v) of Regulation S-K, the following adjustments were made to Mr. McMullen’s total compensation for each year to determine the
CAP: |
| PEO SCT Total to CAP Reconciliation | | | | Year | Reported Summary
Compensation
Table for PEO ($) | 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 |
| 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. |
| 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 |
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
($) | Total Equity Award
Adjustments ($) | | 2024 | 14,514,577 | 1,645,239 | - | 2,791,626 | 18,951,442 |
| 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. |
| 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. |
| 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: |
| 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 |
| (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
($) | | 2024 | 3,531,408 | 20,930 | - | 549,756 | 4,102,094 |
| (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 29-38
of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the SEC on April 1, 2025. |
|
|
|
|
|
| Company Selected Measure Name |
Adjusted
FIFO
Operating
Profit
|
|
|
|
|
| Named Executive Officers, Footnote |
| 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”). |
|
|
|
|
|
| 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. |
|
|
|
|
|
| PEO Total Compensation Amount |
$ 15,631,028
|
$ 15,710,572
|
$ 19,209,843
|
$ 18,168,730
|
$ 22,373,574
|
| PEO Actually Paid Compensation Amount |
$ 21,332,878
|
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” (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: |
| 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 |
| 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. |
| 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 |
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 ($) | | 2024 | 14,514,577 | 1,645,239 | - | 2,791,626 | 18,951,442 |
| 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. |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 4,958,926
|
5,373,738
|
6,117,423
|
5,644,957
|
6,932,437
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 5,841,074
|
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, 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: |
| 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 |
| (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
($) | | 2024 | 3,531,408 | 20,930 | - | 549,756 | 4,102,094 |
| (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. |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
|
|
| 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 2024 fiscal year:
| ● | Adjusted FIFO Operating Profit |
| ● | Adjusted net earnings per diluted share attributable to The Kroger Co. |
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.
|
|
|
|
|
| Total Shareholder Return Amount |
$ 255.56
|
186.91
|
178.23
|
168.66
|
131.19
|
| Peer Group Total Shareholder Return Amount |
238.01
|
164.01
|
140.77
|
145.25
|
123.01
|
| Net Income (Loss) |
$ 2,665,000,000
|
$ 2,164,000,000
|
$ 2,244,000,000
|
$ 1,655,000,000
|
$ 2,585,000,000
|
| Company Selected Measure Amount |
4,674,000,000
|
4,986,000,000
|
5,079,000,000
|
4,310,000,000
|
4,056,000,000
|
| PEO Name |
Mr.
McMullen
|
|
|
|
|
| Measure:: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
●Adjusted FIFO Operating Profit
|
|
|
|
|
| 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 29-38
of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the SEC on April 1, 2025. |
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
●ID sales, without fuel
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
●Adjusted net earnings per diluted share attributable to The Kroger Co.
|
|
|
|
|
| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ (13,249,592)
|
|
|
|
|
| PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
18,951,442
|
|
|
|
|
| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
14,514,577
|
|
|
|
|
| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,645,239
|
|
|
|
|
| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
2,791,626
|
|
|
|
|
| Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
| Non-PEO NEO | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(3,219,946)
|
|
|
|
|
| Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
4,102,094
|
|
|
|
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
3,531,408
|
|
|
|
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
20,930
|
|
|
|
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 549,756
|
|
|
|
|