Kroger : Proxy Statement & 2025 Annual Report

Published: 2026-05-15 13:37:05 ET KR

Published on 05/15/2026 at 01:37 pm EDT

Notice of 2026 Annual Meeting of Shareholders 2026 Proxy Statement

and

2025 Annual Report on Form 10-K

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Fellow Shareholders,

When I joined Kroger earlier this year, I got straight to the thing I enjoy the most - walking our stores, distribution centers and manufacturing facilities.

I watched how our customers shopped - what they put in their carts and what they left on the shelf. I heard from associates across the company about what is going well and what we need to do better.

I found a lot to be proud of.

Kroger serves more than 11 million customers a day. Our stores support communities across America, run by associates who know what their neighbors need and want. The company's Our Brands portfolio competes with national brands on both quality and affordability. Our eCommerce business is growing quickly and is set to be profitable this year for the first time in the company's history. We have industry-leading data and insight capabilities. Few retailers start with a foundation this strong, and even fewer have this much room to grow from it.

With that in mind, today, we have a gap between where we are and becoming the best Kroger we can be - and I am relentlessly focused on closing that gap as fast as possible.

Kroger must operate more efficiently. From sourcing products to managing goods and services, to structuring the organization, we need to move faster and take better advantage of our near-national scale.

We are working to free up resources so they can create the most value. Every dollar saved goes somewhere specific

- lowering prices and improving the customer experience.

Our Brands has an important role to play in this equation. Growing our owned brand penetration will help our customers save while improving shareholder value. Every time a customer picks one of our brands instead of a national brand, we earn better margins and they get a better deal. This year, we are improving quality by reformulating our products, refining ingredients and benchmarking against the best items we can find. When customers choose an Our Brands product, we want them to know they made the smartest choice in the aisle.

Value is more than the price on the shelf. It's the right combination of affordability and quality - and it is what earns customer loyalty. Customers should find everyday prices they trust, paired with promotions that are simple and easy to understand.

We are lowering prices and sharpening our promotions so value is easy to see. Our customers need to trust they will find the best prices on the high-quality products Kroger is known for. That's why we are taking a disciplined look across our operations to unlock cost savings - and reinvesting those dollars directly into lower prices for our customers. This includes how we source products, how we manage our supply chain and how we modernize our work through initiatives like the Kroger Capability Center. This work is complementary - the savings we generate today become value our customers receive tomorrow.

I have real conviction in our stores. They are highly efficient and offer customers an experience our competitors simply cannot match: Fresh food, real value, broad assortment and genuine convenience. When a customer walks into a

Kroger store and finds exactly what they need, at a price they trust, with associates who are ready to help - that is the experience we are building toward. In every store, every visit. Kroger has all the ingredients required to win in food retail, and Kroger is built to lead.

That is why we are laying the groundwork to open more new stores and complete more renovations than in previous years, growing new stores by 30% in 2026. We will also evaluate a range of formats, including smaller and medium-sized stores, so we can serve more customers in more communities.

eCommerce is one of our most important growth engines. We are extending our reach through third-party delivery that prioritizes profitability alongside growth. As eCommerce grows, it fuels our retail media business, which creates value for our suppliers and generates profit we can reinvest in lower prices for customers.

Underpinning all of this is our investment in technology, including AI. Used well, it helps us understand the neighborhoods we serve, spot problems before they grow and give our associates simpler tools to do their jobs. We have many examples live today, including a program that helps fresh products move through our supply chain faster and at a lower cost. This means customers get better quality and we operate more efficiently. Technology will not replace good operators, it will make good operators better. That's how we intend to use it.

As I told you in March, I've been in the food business long enough to know what good looks like. It starts with the

customer, builds with consistent and disciplined execution, and requires a team who wants to win.

In my four months at Kroger, I've seen the foundation, the assets and the people. It's on me to make sure we move with the speed and conviction this moment demands to provide a better experience for our customers, remove barriers for our associates, and deliver strong returns for our shareholders.

I remain incredibly excited to be on this team and look forward to what we will achieve together.

Thank you, Greg Foran

CEO, The Kroger Co.

Gregory S. Foran CEO, The Kroger Co.

Fellow Shareholders,

I've been part of Kroger's story for a while now. And I know the company well enough to know Kroger is at its best when we deliver on the basics - taking care of our customers, running great stores and focusing our resources where they provide the most value.

2025 was a strong year - we nearly doubled our identical sales without fuel, grew earnings per share by 9% and delivered a great store experience. The eCommerce business we've been building crossed $16 billion in sales. These results reflect the hard work of more than 403,000 associates and the real ways they serve communities across the country. Strong results are the starting point of meaningful growth, and we still have more work to do.

An important part of the work we did last year was to find the right person for the CEO seat. The Board of Directors knew selecting the first external CEO would be a defining decision in Kroger's history, and we were deliberate in the choice. I am confident we got it right.

Before he started, we knew Greg Foran was the real deal - and I've seen it continue to be true in the four months since his first day. Immediately, he began traveling to stores, visiting distribution centers and walking manufacturing facilities. He talked with associates and asked the difficult questions necessary to form clear views about what we need to accomplish together. Greg is direct about our opportunities and honest about the path forward. This is what Kroger needs today and while writing our next chapter.

I want to close with a personal reflection.

Kroger has been around for 143 years and navigated a lot in that time - all to come out stronger on the other side. Companies achieve this kind of staying power when everyone from the stores to the manufacturing floor to the support offices show up and work toward a common goal.

In my year as CEO and many before as a board member, I got to know our associates. I have a great respect for them and am confident we are moving in the right direction and moving fast.

Thank you for your continued trust in our Board of Directors - and I look forward to seeing you in our stores.

Ronald L. Sargent

Chairman, The Kroger Co.

We encourage our associates to volunteer to serve our communities in ways that align with Kroger's Zero Hunger | Zero Waste impact plan. Their personal commitment and dedication to local hunger relief agencies and other nonprofit organizations helps the Company live our Purpose: to Feed the Human Spirit. These are our 2025 Community Service Award recipients:

Atlanta Division

Fry's Division

Mid-Atlantic Division

Alana Serrette

Robyn Ware

Dick Foster

Central Division

Houston Division

Nashville Division

Linda Shaw

Shelly Crichlow

Nancy Lee Alexander

Dallas Division

Louisville Division

QFC Division

Heath Hill

Allison Gousha

Allison Todd

Delta Division

Manufacturing

Roundy's Division

Dennis Cobb

Rosi Lempea

Sue Clark

Micah Kephart

Debra Grusman

Anthony Purdie

Abigail Baker

Tim Leach Conner McFerron

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Overview of Voting Matters and Board Recommendations

Proposals

Board Recommendation

No. 1 Election of Directors

FOR

Each Director Nominee recommended by your Board

No. 2 Approval, on an Advisory Basis of Named Executive Officer Compensation

FOR

No. 3 Ratification of Independent Auditors

FOR

No. 4 Approval of The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan

FOR

No. 5 Shareholder Proposal

AGAINST

Corporate Governance Highlights

Kroger is committed to strong corporate governance. We believe that strong governance builds trust and promotes the long-term interests of our shareholders. Highlights of our corporate governance practices include the following:

Strong Board oversight of enterprise risk.

Strong experienced independent Lead Director with clearly defined role and responsibilities.

Commitment to Board refreshment and diversity of skills, background and experience.

Annual evaluation of the CEO by the independent directors, led by the independent Lead Director.

All director nominees are independent, except for the CEO and the Chairman.

All five Board Committees are fully independent.

Annual Board and Committee self-assessments conducted by the independent Lead Director or an independent third party.

Regular executive sessions of the independent directors, at the Board and Committee level.

High degree of Board interaction with management to ensure successful oversight and succession planning.

Balanced tenure.

Robust shareholder engagement program.

Robust code of ethics.

Annual director election.

Simple majority standard for uncontested director elections and plurality in contested elections.

No poison pill.

Shareholders have the right to call a special meeting.

Robust, long-standing shareholder engagement program with regular engagements, including with Lead

Director, to better understand shareholders' perspectives and concerns on a broad array of topics.

Direct proxy access for director nominees, enabling a shareholder, or group of up to 20 shareholders, holding 3% of the Company's common shares for at least three years to nominate candidates for the greater of two seats or 20% of Board nominees.

Robust clawback and recoupment policy in compliance with NYSE listing rules.

Pay program tied to performance and business strategy.

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

Stock ownership guidelines align executive and director interests with those of shareholders.

Prohibition on all hedging, pledging, and short sales of Kroger securities by directors and executive officers.

Long-standing Board Committee dedicated to oversight of topics related to corporate responsibility-Public Responsibilities Committee - formed in 1977.

Annual report sharing progress for Kroger's responsible business strategy and Zero Hunger | Zero Waste impact plan, including efforts to improve Food Access and Affordability, Health and Nutrition, and Waste and Circularity.

The 2025 Responsible Business Report represents the 19th year of describing our progress and initiatives regarding sustainability and other matters of corporate responsibility.

Ongoing engagement with shareholders and other stakeholders on a wide range of sustainability and social impact topics.

Kroger's Thriving Together strategy builds on our long history of operating responsibly, advancing opportunity and sustainability in our own operations and supply chain, and giving back meaningfully to our communities.

The strategy reflects our Purpose - To Feed the Human Spirit - and aims to achieve positive, lasting changes for our associates, customers and communities. The centerpiece of Kroger's strategy is our Zero Hunger | Zero Waste impact plan. Introduced in 2017, Zero Hunger | Zero Waste is an industry-leading plan focused on ending hunger and food waste in our communities.

Our strategy focuses on material topics of importance to our business, our communities and other key stakeholders. Key topics, informed by a structured materiality assessment and community engagement, align to three strategic pillars: People, Planet and Governance.

Director Nominee Highlights

Standing Committee Membership Other

Public

Director Company

Name Age' Primary Occupation Independent Since A C&T CG F PR Boards

66 Director Emeritus of McKinsey & Company

2014 •

Executive Vice President and Chief Supply Chain Officer of Dell Technologies

2021 • •

Dennison Corp.

Gregory S. Foran 64 Chief Executive Officer 2026 1

Former President of MGA Entertainment, Inc.

Former Chief Financial

•

2015

Officer of Macey's, Inc. ✓ 2019 •

Ronald L. Sargent 70 Chairman of the Board 2006 2

(Amanda Sourry)

Former President of North America for Unilever

2021

Former Chairman and Chief Executive Officer of International Paper

Former Chief Executive Officer and Director of Conduent Incorporated

2017 •

2019 • • 1

Audit Committee

Committee Chair

* Age as of reco

C&T

Compensation & Talent Development Committee

Financial Expert

† Lead Director

Corporate Governance Committee

Finance Committee

Public Responsibilities Committee Member

rd date

2026 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

Nora Aufreiter

Kevin Brown

Mitchell Butier

Greg Foran

Anne Gates

Karen Hoguet

Ronald Sargent

Amanda Sourry

Mark Sutton

Ashok Vemuri

Total (of 10)

Business Management

•

Retail

•

Consumer

•

Financial Expertise

•

Risk Management

•

Operations & Technology

•

Manufacturing

•

Responsible Business Practices

•

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

1 Excludes adjustment items.

2 See pages 28-36 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026, for a reconciliation of GAAP operating profit to adjusted FIFO operating profit.

Summary of Key Compensation Practices

To achieve our objectives, the Compensation Committee seeks to ensure that compensation is competitive and that there is a strong link between pay and performance. To do so, it is guided by the following principles:

Compensation must be designed to attract, retain and motivate those individuals who are best suited to be an NEO at Kroger and drive long-term value for shareholders.

A significant portion of pay should be performance-based, with the percentage of total pay tied to

performance increasing proportionally with an NEO's level of responsibility.

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

Compensation policies should include an opportunity for, and a requirement of, significant equity ownership to align the interests of NEOs and shareholders.

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

Compensation plans should provide a direct line of sight to Company performance.

Compensation programs should be aligned with market practices.

Compensation programs should serve to both motivate and retain talent.

For the 2025 fiscal year ended January 31, 2026, the NEOs were:

Ronald L. Sargent* Interim Chief Executive Officer and Chairman

Timothy A. Massa Executive Vice President and Associate Experience Officer

Mary Ellen Adcock Executive Vice President and Chief Merchant and Marketing Officer

David J. C. Kennerley** Executive Vice President and Chief Financial Officer Yael Cosset Executive Vice President and Chief Digital Officer

Todd A. Foley** Former Senior Vice President and Chief Financial Officer

W. Rodney McMullen* Former Chairman and Chief Executive Officer

*As disclosed on our Form 8-K filed with the SEC on March 3, 2025, Rodney McMullen resigned on March 2, 2025 and the Board appointed Ronald Sargent Interim CEO on March 2. Thus, this CD&A reflects the compensation received by Mr. Sargent as Interim Chief Executive Officer for his services for the time period beginning March 2, 2026 through the fiscal year ended January 31, 2026.

**As disclosed on our Form 8-K filed with the SEC on February 13, 2025, Mr. Kennerley was appointed Senior Vice President and Chief Financial Officer, effective as of April 3, 2025. Mr. Kennerley joined Kroger on March 10, 2025 as Senior Vice President. Mr. Foley continued in his role as Interim Chief Financial Officer until April 3, 2025, following which he remained a Senior Vice President until his retirement on June 30, 2025.

You will be able to participate in the virtual meeting online, vote your shares electronically, and submit questions during the meeting by visiting https://www.virtualshareholdermeeting.com/KR2026.

To approve our executive compensation, on an advisory basis.

To ratify the appointment of our independent auditor for fiscal year 2026.

To approve The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan.

To vote on one shareholder proposal, if properly presented at the meeting.

To transact other business as may properly come before the meeting.

How to Vote: YOUR VOTE IS EXTREMELY IMPORTANT NO MATTER HOW MANY SHARES

By the internet, you can vote by the internet by visiting https://www.proxyvote.com.

By telephone, you can vote by telephone by following the instructions on your proxy card, voting instruction form, or notice.

By mail, you can vote by mail by signing and dating your proxy card if you requested printed materials, or your voting instruction form, and returning it in the postage-paid envelope provided with this proxy statement.

By mobile device, by scanning the QR code on your proxy card, notice of internet availability of proxy materials, or voting instruction form.

By attending and voting electronically during the virtual Annual Meeting at https://www.virtualshareholdermeeting.com/KR2026.

Shareholders holding shares at the close of business on the record date may attend the virtual meeting. You will be able to attend the Annual Meeting, vote and submit your questions in advance of and in real-time during the meeting via a live audio webcast by visiting https://www.virtualshareholdermeeting.com/KR2026. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive the proxy materials by mail.

We appreciate your continued confidence in Kroger, and we look forward to your participation in our virtual meeting.

May 13, 2026

Cincinnati, Ohio

By Order of the Board of Directors, George H. Vincent, Secretary

May 13, 2026

We are providing this notice, proxy statement, and annual report to the shareholders of The Kroger Co. ("Kroger", "we", "us", "our", "Company") in connection with the solicitation of proxies by the Board of Directors of Kroger (the "Board") for use at the Annual Meeting of Shareholders to be held on June 25, 2026 at 11:00 a.m. EDT (the "Annual Meeting"), and at any adjournments thereof. The Annual Meeting will be held virtually and can be accessed online at https://www.virtualshareholdermeeting.com/KR2026. There is no physical location for the Annual Meeting.

Our principal executive offices are located at 1014 Vine Street, Cincinnati, Ohio 45202-1100. Our telephone number is 513-762-4000. This notice, proxy statement, and annual report, and the accompanying proxy card are first being sent or given to shareholders on or about May 13, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 25, 2026

The Notice of 2026 Annual Meeting, Proxy Statement and 2025 Annual Report and the means to vote by internet are available at https://www.proxyvote.com.

Strong Board oversight of enterprise risk.

Strong experienced independent Lead Director with clearly defined role and responsibilities.

Commitment to Board refreshment and diversity of skills, background and experience.

Annual evaluation of the CEO by the independent directors, led by the independent Lead Director.

All director nominees are independent, except for the CEO and the Chairman.

All five Board Committees are fully independent.

Annual Board and Committee self-assessments conducted by the independent Lead Director or an independent third party.

Regular executive sessions of the independent directors, at the Board and Committee level.

High degree of Board interaction with management to ensure successful oversight and succession planning.

Balanced tenure.

Robust shareholder engagement program.

Robust code of ethics.

Annual director election.

Simple majority standard for uncontested director elections and plurality in contested elections.

No poison pill.

Shareholders have the right to call a special meeting.

Robust, long-standing shareholder engagement program with regular engagements, including with Lead Director, to better understand shareholders' perspectives and concerns on a broad array of topics.

Robust clawback and recoupment policy in compliance with NYSE listing rules.

Pay program tied to performance and business strategy.

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

Stock ownership guidelines align executive and director interests with those of shareholders.

Prohibition on all hedging, pledging, and short sales of Kroger securities by directors and executive officers.

Long-standing Board Committee dedicated to oversight of topics related to corporate responsibility-Public Responsibilities Committee - formed in 1977.

The 2025 Responsible Business Report represents the 19th year of describing our progress and initiatives regarding sustainability and other matters of corporate responsibility.

Ongoing engagement with shareholders and other stakeholders on a wide range of sustainability and social impact topics.

The Board of Directors unanimously recommends that you vote "FOR ALL" of Kroger's director nominees.

Standing Committee Membership Other

Public

Director Company

Name Age' Primary Occupation Independent Since A C&T CG F PR Boards

66 Director Emeritus of McKinsey & Company

2014 •

Executive Vice President and Chief Supply Chain Officer of Dell Technologies

2021 • •

Dennison Corp.

Gregory S. Foran 64 Chief Executive Officer 2026 1

Former President of MGA Entertainment, Inc.

•

2015

69 Former Chief Financial Officer of Macey's, Inc.

2019 •

Ronald L. Sargent 70 Chairman of the Board 2006 2

(Amanda Sourry)

Former President of North America for Unilever

2021

Former Chairman and Chief Executive Officer of International Paper

Former Chief Executive Officer and Director of Conduent Incorporated

2017 •

2019 • • 1

Audit Committee

Committee Chair

* Age as of reco

C&T

Compensation & Talent Development Committee

Financial Expert

† Lead Director

Corporate Governance Committee

Finance Committee

Public Responsibilities Committee Member

rd date

As of the date of this proxy statement, Kroger's Board of Directors consists of 11 members. The number of nominees for election of the Board of Directors is ten. Each nominee, if elected at the 2026 Annual Meeting, will serve until the Annual Meeting in 2027 or until his or her successor has been elected by the shareholders or by the Board pursuant to Kroger's Code of 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 below. 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:

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

Nora Aufreiter

Kevin Brown

Mitchell Butier

Greg Foran

Anne Gates

Karen Hoguet

Ronald Sargent

Amanda Sourry

Mark Sutton

Ashok Vemuri

Total (of 10)

Business Management

•

Retail

•

Consumer

•

Financial Expertise

•

Risk Management

•

Operations & Technology

•

Manufacturing

•

Responsible Business Practices

•

Age 66

Director Since 2014

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 ecommerce 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.

Committees:

Finance

Public Responsibilities1

Qualifications: Business Management Retail

Consumer Financial Expertise

Operations & Technology Responsible Business Practices

Ms. Aufreiter has extensive business experience in a variety of retail sectors, including more than 10 years of corporate governance experience, more than 30 years of personnel and leadership development experience, and more than 10 years of real estate experience. Her vast experience in leading McKinsey's North American Retail Practice, North American Branding service line and the Consumer Digital and Omnichannel service line is of particular value to the Board. In addition, during her tenure with McKinsey, the firm advised consulting clients on a variety of matters, including sustainability topics and setting and achieving sustainability goals, which is of value to the Board and the Public Responsibilities Committee. Ms. Aufreiter has served on our Public Responsibilities Committee for eleven years, the last six as chair. In 2021, she led the Board's review of its responsible business strategy to clarify committee oversight of the different elements of this strategy. She also brings to the Board valuable insight on commercial real estate. In her current role as Chair of the Human Capital and Compensation Committee of The Bank of Nova Scotia,

Ms. Aufreiter has responsibility for overseeing senior management succession and CEO evaluation and incentive compensation. In her previous role as Chair of the Corporate Governance Committee of The Bank of Nova Scotia, Ms.

Aufreiter had responsibility for overseeing shareholder engagement, board succession planning, and sustainability strategy and priorities. This experience is of particular value to the Board and to her role as the Chair of the Public Responsibilities Committee.

‌1Denotes Chair of Committee

Age Director Since

63 2021

Committees: Compensation and Talent Development

Public Responsibilities

Qualifications: Business Management Consumer

Financial Expertise Risk Management

Operations & Technology Manufacturing

Responsible Business Practices

Kevin M. Brown

Mr. Brown is the Executive Vice President of Global Operations and Chief Supply Chain Officer at Dell Technologies, a leading global technology company. During his tenure at Dell, he has had key leadership roles, including Chief Procurement Officer, and was instrumental in establishing manufacturing operations in the U.S. and Asia. Mr. Brown joined Dell in 1998 and has held roles of increasing responsibility throughout his career, including Chief Procurement Officer and Vice President, ODM Fulfillment & Supply Chain Strategy before being named Chief Supply Chain Officer in 2013. Before Dell, he spent 10 years in the shipbuilding industry at Newport News Shipbuilding, where he held leadership roles in reactor plant engineering, construction management and facilities. Mr. Brown currently serves on the boards of The George Washington University, the John F. Kennedy Library Foundation, and The Howard University Center for Supply Chain Excellence. He is also a member of the board of trustees for The Hotchkiss School and a life-member on the Council on Foreign Relations.

Mr. Brown is a global leader with extensive leadership experience and supply chain innovation experience. His efforts led Dell to be recognized as having one of the most efficient, sustainable, and innovative supply chains. Mr. Brown has established himself as an authority on sustainable business practices. His combined deep global supply chain and procurement expertise and track record of sustainability and resilience leadership, as well as his experience in circular economic business practices, are of value to the Board in his role as director and member of the Public Responsibilities Committee. His deep expertise in all matters related to supply chain, supply chain resilience, and risk and crisis management are of particular value to the Board.

Mitchell R. Butier

Mr. Butier currently serves as the Non-Executive Chairman of Avery Dennison Corporation, a global materials science and digital identification solutions company, a position he has held since April 2025. Previously, Mr. Butier served as the Executive Chairman and CEO of Avery Dennison from April 2019 until August 2023. Mr. Butier served as Avery Dennison's CEO from May 2016 to April 2019 and, after joining Avery Dennison in 2000, held roles of increasing responsibility and leadership, including CFO and COO, gaining technical expertise in packaging and finance and experience in manufacturing and operations, material science and technology.

Age Director Since 53

Qualifications: Business Management Financial Expertise Risk Management

Operations & Technology Manufacturing

Responsible Business Practices

Mr. Butier is of value to the Board due to his extensive leadership experience, having held roles of increasing responsibility at Avery Dennison. Additionally, he brings to the Board his financial expertise as well as his experience in marketing, M&A, cybersecurity, and R&D that he gained as CEO of Avery Dennison.

Gregory S. Foran

Mr. Foran was elected Chief Executive Officer effective February 2026. He was also appointed as a member of the Board effective February 2026. Mr. Foran previously served as the Chief Executive Officer of Air New Zealand Limited, a public airline, from February 2020 until October 2025. Prior to joining Air New Zealand, Mr. Foran had been at Walmart since October 2011, including serving as Executive Vice President, President and Chief Executive Officer, Walmart

U.S. from August 2014 until January 2020, as President and Chief Executive Officer for the Walmart Asia region from May 2014 to August 2014, and as President and Chief Executive Officer of Walmart China from March 2012 to May 2014.

Age Director Since

64 2026

Qualifications: Business Management Retail

Consumer Financial Expertise Risk Management

Operations & Technology Responsible Business Practices

Mr. Foran brings to the Board extensive experience in global retail with increasing levels of responsibility and leadership at Walmart and Woolworth. During his 30 years at Woolworth, he progressed from store -level operations to senior leadership roles, overseeing their operations in New Zealand and Australia. During his tenure at Walmart, his efforts revitalized Walmart's U.S. business by focusing on improving store conditions, enhancing customer service and strengthening the company's competitive position. Mr. Foran also led the expansion of Walmart's omnichannel customer experience. In his role as CEO of Air New Zealand, he successfully steered the organization through COVID and the subsequent related supply chain disruptions and led complex labor negotiations. His retail leadership experience, as well as his understanding of retail operations and eCommerce, are of value to the Board.

‌Age Director Since

66 2015

Audit1

Corporate Governance

Consumer Financial Expertise Risk Management

Operations & Technology Manufacturing

Responsible Business Practices

Ms. Gates was President of MGA Entertainment, Inc., a privately-held developer, manufacturer, and marketer of toy and entertainment products for children, from 2014 until her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1992-2012. Her roles included Chief Financial Officer for Disney Consumer Products (DCP) and Managing Director, DCP, Europe, and emerging markets. She is currently the Chair of the Board of Directors of Tapestry, Inc., where she serves as Chair of the Governance Committee, serves on the Audit Committee, and is on the Tapestry Foundation Board. She is also a director of Raymond James Financial, Inc., where she is the Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. She is also a member of the Boards of the Salzburg Global Seminar, PBS SoCal, Save the Children, and the Packard Foundation.

Ms. Gates has extensive experience in the retail and consumer products industry. She brings to Kroger financial expertise gained while serving as President of MGA and CFO of a division of The Walt Disney Company. Ms. Gates has a broad business background in finance, marketing, strategy and business development, including international business. As the chair of the Corporate Governance Committee at Raymond James Financial, Inc., she oversees its code of ethics, board composition, shareholder proposals, and shareholder engagements efforts. These experiences combined with her experience as the Chair of the Board of Tapestry and its Governance Committee are of particular value to the Board in her role as an independent director and member of the Corporate Governance Committee. Her financial leadership and consumer products expertise is of particular value to the Board. Ms. Gates has been designated an Audit Committee financial expert and serves as Chair of the Audit Committee.

Ms. Hoguet served as the Chief Financial Officer of Macy's, Inc. from October 1997 until July 2018 when she became a strategic advisor to the Chief Executive Officer until her retirement in 2019. Previously, she served on the board of Nielsen Holdings plc, as the chairman of the Audit Committee and a member of the Finance Committee. She also serves on the board of UC Health.

Ms. Hoguet has extensive financial and operational leadership experience within the omnichannel retail sector. She has a proven track record of success in driving transformations, delivering strong financial performance, and forming strong relationships with investors and industry analysts. She has extensive knowledge across all areas of finance, including financial planning, investor relations, M&A, accounting, treasury and tax, as well as strategic planning, credit card services and real estate. Ms. Hoguet played a critical role in the successful turnaround of Federated Department Stores, from bankruptcy to an industry leading omnichannel retailer, which was accomplished through acquisitions, divestitures and other strategic changes, including building an omnichannel model and developing a new strategic approach to real estate. Her long tenure as a senior executive of a publicly traded company with financial, audit, strategy, and risk oversight experience are of value to the Board, as is her public company experience, both as a long-serving executive and as a board member. In addition, her strong business acumen, understanding of diverse cross-functional issues, and ability to identify potential risks and opportunities are of value to the Board. Ms. Hoguet has been designated an Audit Committee financial expert and serves as Chair of the Finance Committee.

Age Director Since

69 2019

Audit Finance1

Consumer Financial Expertise Risk Management

Operations & Technology Responsible Business Practices

Mr. Sargent has served as Chairman of the Board since March 2025 and also served as Interim Chief Executive Officer from March 2025 to February 2026. Mr. Sargent has been a Kroger director since 2006 and served as the Lead Director from June 2018 to March 2025. He was Chairman and Chief Executive Officer of Staples, Inc., a business products retailer, from 2002 until his retirement as Chief Executive Officer in 2016 and as Chairman in 2017, after joining the company in 1989. Prior to joining Staples, Mr. Sargent spent 10 years with Kroger in several roles across stores, sales, marketing, manufacturing and strategy. Mr. Sargent also serves on the Boards of Wells Fargo & Company and Five Below, Inc.

Mr. Sargent has extensive retail experience, first with Kroger and then with increasing levels of responsibility and leadership at Staples, Inc. His efforts helped carve out a new market niche for the international retailer. In his role as Chair of the Wells Fargo Human Resources Committee, he oversees human capital management, human capital risk, culture and ethics. In his role as a member of the Five Below Nominating and Corporate Governance Committee, he oversees social and environmental governance, including corporate citizenship. He also serves as the Chair of the Five Below Talent and Compensation Committee. These committee experiences are of value to the Board, as is his understanding of retail operations, consumer insights, and ecommerce. Mr. Sargent's strong insights into corporate governance and his executive leadership experience are also of value to the Board.

Consumer Financial Expertise Risk Management

Operations & Technology Responsible Business Practices

Director Since 2006

Age 70

Age Director Since

62 2021

Finance

Consumer Financial Expertise Risk Management

Operations & Technology Responsible Business Practices

Ms. Sourry was President of North America for Unilever plc, a personal care, foods, refreshment, and home care consumer products company, from 2018 until her retirement in December 2019. She held leadership roles of increasing responsibility during her more than 30 years at Unilever, both in the U.S. and Europe, including president of global foods, executive vice president of global hair care, and executive vice president of the firm's UK and Ireland business. From 2015 to 2017, she served as President of their Global Foods Category. Ms. Sourry currently serves on the board for PVH Corp., where she chairs the Compensation Committee and serves on the Nominating, Governance & Management Development Committee. She is also a non-executive director of OFI, a provider of on-trend, natural and plant-based products, focused on delivering sustainable and innovative solutions to consumers across the world, and a member of their Remuneration and Talent Committee, the Audit and Risk Committee, and the Sustainability Committee.

Ms. Sourry has extensive experience in the CPG and retail industry. As a member of PVH Corp.'s Nominating, Governance & Management Development Committee and as Chair of its Compensation Committee, her experience with monitoring issues of corporate conduct and culture, and providing oversight of talent leadership programs as it relates to management development, leadership assessment and succession planning programs and processes is of particular value to her role as a member of the Compensation & Talent Development Committee and the Board. She brings to the Board her extensive global marketing and business experience in consumer-packaged goods, as well as customer development, including having overseen Unilever's digital efforts. Ms. Sourry was actively involved in Unilever's global talent and sustainability initiatives which is of value to the Board and to the Compensation & Development Committee. She also has a track record of driving profitable growth in operating companies and global categories in both developed and emerging markets. Ms. Sourry's history in profit and loss responsibility and oversight, brand management, people leadership and capabilities development is of value to the Board.

Mr. Sutton was Chairman and Chief Executive Officer of International Paper Company, a leading global producer of renewable fiber-based packaging, pulp, and paper products until his retirement in 2024. Prior to becoming CEO in 2014, he served as President and Chief Operating Officer with responsibility for running International Paper's global business. Mr. Sutton joined International Paper in 1984 as an Electrical Engineer. He held roles of increasing responsibility throughout his career, including Mill Manager, Vice President of Corrugated Packaging Operations across Europe, the Middle East and Africa, Vice President of Corporate Strategic Planning, and Senior Vice President of several business units, including global supply chain. He serves on the board of directors of the Louisiana State University Foundation.

Mr. Sutton has extensive leadership experience with increasing levels of responsibility and leadership at International Paper. At International Paper, he oversaw its robust sustainability disclosures which are aligned with GRI, and its Vision 2030, which set forth ambitious forest stewardship targets and plans to transition to renewable solutions and sustainable operations. He also oversaw International Paper's Vision 2030 goals pertaining to diversity and inclusion.

He brings to the Board the critical thinking that comes with an electrical engineering background, as well as his experience leading a global company with labor unions. His strong strategic planning background, manufacturing and supply chain experience, and his leadership are of value to the Board. Mr. Sutton serves as Chair of the Corporate Governance Committee and Lead Director of the Board. Mr. Sutton's global executive leadership and his corporate governance experience as Chairman and CEO of International Paper serve as the basis for his leadership role as Lead Director.

Operations & Technology Manufacturing

Responsible Business Practices

Director Since 2017

Age 64

Age Director Since

58 2019

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.

Committees:

Audit Finance

Qualifications: Business Management Financial Expertise Risk Management

Operations & Technology Responsible Business Practices

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.

1 Denotes Chair of Committee

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. Foran, our CEO, Mr. Sargent, our Chairman, and Mr. Sutton, our independent Lead Director, who was designated Lead Director by 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.

Our current Board leadership structure consists of:

Ronald L. Sargent Mark S. Sutton Gregory S. Foran

Primary Responsibilities: Primary Responsibilities: Primary Responsibilities:

Presides over meetings of the Board and shareholders

Focuses on Board oversight and governance matters

Provides advice and counsel to the CEO

Participates in the agenda review process

Oversees succession management

Liaison between Independent Directors and the Chairman

Participates in the agenda review process

Leads annual Board and Board committee evaluations

Oversees Board shareholder engagement

Presides over executive sessions of independent directors

Calls meetings of independent directors at any time

Leadership of Company's

business

Implements strategic initiatives

Development of management team, including succession planning

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:

independence;

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

insight into corporate governance;

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

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

With respect to the roles of Chairman and CEO, the Guidelines provide that the Board will determine when it is in the best interests of Kroger and its shareholders for the roles to be separated or combined. The Board exercises this judgment as it deems appropriate in light of prevailing circumstances. As part of the succession planning process, the Guidelines provide that upon the selection of a new CEO, the Board will determine whether a separation of the offices is appropriate. The Board believes that the combination or separation of these positions should continue to be considered as part of the succession planning process, as was the case in 2003, and again in 2014, when the roles were separated.

Our Board and each of its committees conduct an annual evaluation to determine whether they are functioning effectively. As part of this annual self-evaluation, the Board assesses whether the current leadership structure continues to be appropriate for Kroger and its shareholders. Our Guidelines provide the flexibility for our Board to modify our leadership structure in the future as appropriate. We believe that Kroger, like many U.S. companies, has been well-served by this flexible leadership structure.

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 considering their geographic locations to align directors' physical locations with Kroger's operating areas where possible. Two of our 10 director nominees self-identify as racially/ethnically diverse and four of our 10 director nominees are women.

The Corporate Governance Committee and Board believe that our director nominees for election at our 2026 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 8 years, with two having less than five years, five having five to ten years, and three having more than 10 years.

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 retirement 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. Mr. Butier was recommended to the Nominating and Corporate Governance Committee by an independent third-party search firm.

The above referenced criteria are:

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;

experience in high growth companies and business experience that can help the Company innovate and derive new value from existing assets;

highest standards of personal character and conduct;

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

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

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 2027 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 29, 2027. 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 at the 2027 Annual Meeting must provide notice to Kroger's Secretary that sets forth the information required by Rule 14a-19 of the Securities Exchange Act of 1934 (the "Exchange Act") no later than April 26, 2027, and must comply with the additional requirements of Rule 14a-19(b). However, if the date of the 2027 Annual Meeting is changed by more than 30 calendar days from the anniversary date of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2027 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2027 Annual Meeting is first made.

Eligible shareholders have the ability to submit director nominees for inclusion in our proxy statement for the 2027 Annual Meeting. 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 Secretary at our principal executive offices no earlier than December 14, 2026, and no later than January 13, 2027. However, in the event that the 2027 Annual Meeting is set for a date that is more than 30 days before or more than 60 days after the anniversary date of the Annual Meeting, the nomination must be delivered by the 10th day following the day on which a public announcement of the 2027 Annual Meeting is first made by the Company.

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.

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 Corporate Governance Committee oversees an annual evaluation process led by either the Lead 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:

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

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.

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. None of our current directors serve on more than three total public company Boards, including Kroger's Board.

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.

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, 2025 meetings, and responsibilities of each Committee are summarized below:

Name of Committee, Number of Meetings, and Current Members

Primary Committee Responsibilities

Audit Committee

Meetings in 2025: 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 the 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

Name of Committee, Number of Meetings, and Current Members

Primary Committee Responsibilities

Compensation Committee

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

Meetings in 2025: 5

Members:

Amanda Sourry, Chair Kevin M. Brown Clyde R. Moore

Mark S. Sutton

Corporate Governance Committee

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

Meetings in 2025: 2

Members:

Mark S. Sutton, Chair

Elaine L. Chao Anne Gates Clyde R. Moore

Name of Committee, Number of Meetings, and Current Members

Primary Committee Responsibilities

Finance Committee

Oversees the Company's financial affairs and management

of the Company's financial resources

Reviews the Company's annual and long-term financial plans, capital spending plans, capital allocation strategy, and use of cash

Approves and recommends for approval to the Board certain capital expenditures

Reviews the Company's dividend policy and share buybacks

Reviews strategic transactions, capital structure, including potential issuance of debt or equity securities, credit agreements, and other financing transactions

Monitors the investment management of assets held in pension and profit-sharing plans administered by the Company

Oversees the Company's policies and procedures on hedging, swaps, risk management, and other derivative transactions

Oversees the Company's engagement and relationships with, and standing in, the financial community

Meetings in 2025: 3

Members:

Karen M. Hoguet, Chair Nora A. Aufreiter Amanda Sourry

Ashok Vemuri

Public Responsibilities Committee

Reviews the practices of the Company affecting its responsibility as a corporate citizen

Examines and reviews the Company's practices related to environmental sustainability, and social impact, including but not limited to

climate impacts

packaging

food and operational waste

food access

responsible sourcing

supplier opportunities

people safety, food safety, and pharmacy safety

Examines and reviews the Company's Sustainability and Social Impact strategy

Reviews the Company's community engagement and philanthropy

Reviews the Company's advocacy and public policy

Reviews the Company's communications and Corporate Brand stewardship

Assesses the Company's effort in evaluating and responding to changing public expectations and public issues that affect the business

Meetings in 2025: 3

Members:

Nora A. Aufreiter, Chair

Kevin M. Brown Elaine L. Chao

Disclaimer

The Kroger Company published this content on May 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2026 at 17:36 UTC.