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Dear Fellow Shareholders:

2021 was a year marked by new victories, new obstacles to be overcome and new milestones achieved. COVID-19 vaccines restored hope in defeating the pandemic; rising inflation presented new challenges; and momentum behind environmental, social, and governance (ESG) trends continued to motivate companies and citizens toward building a better future.

Against this backdrop, Kroger remained focused on our purpose, To Feed the Human Spirit, and our brand promise, Fresh for Everyone™, by providing America with access to fresh, affordable, high-quality food.

I’m proud of the way our associates came together to deliver for our customers during a highly dynamic year. As a team, we navigated an evolving operating environment featuring continued shifts in customer behaviors — including enthusiasm for e-commerce and a renewed excitement for at-home eating. Our competitive moats enabled us to convert these structural changes in customer behavior into lasting competitive advantages that will enable us to drive sustainable growth and profitability for the long term.

Continued execution of our overarching strategy — Leading with Fresh and Accelerating with Digital — helped us to achieve a second consecutive year of record performance in 2021. During the year, we:

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Achieved positive year-over-year identical (ID) sales excluding fuel against very strong ID sales last year, and a two-year ID sales stack of 14.3%;

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Deepened our four competitive moats: Fresh, Our Brands, Personalization and Seamless, through productivity, technology and our focus on sustainability;

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Reached $1 billion in annual Home Chef sales, reinforcing our ability to meet the growing demand for satisfying, restaurant-quality meal options at home that we forecasted years ago;

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Achieved cost savings greater than $1 billion for the fourth consecutive year.

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Invested in our associates to raise our average hourly wage to $17 and our average hourly rate including comprehensive benefits to over $22; and

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Launched our first three customer fulfillment centers powered by Ocado in Groveland, FL (Orlando), Monroe, OH (Cincinnati), and Forest Park, GA (Atlanta).

Our strong results are a testament to Kroger’s proven value creation model, which enables us to invest in our associates, provide fresh, affordable food for our customers and support our communities — and all of this allows us to deliver for our shareholders.

The foundation of our value creation model is our market-leading omnichannel position in food retail, built on Kroger’s unique assets, which, combined with our competitive moats, deliver an unmatched value proposition for our customers. By using our free cash flow to invest in our core retail supermarket business, we drive additional traffic into our stores and digital channels. In turn, we generate data that enables us to diversify with fast-growing alternative profit streams. This flywheel effect creates incredible long-term, sustainable value for shareholders. It gives us confidence to consistently grow earnings of 3% to 5% per year, return capital to shareholders through our dividend and share repurchases, and supports our goal to deliver total shareholder returns of between 8%-11% over time.

Our priorities today reflect our long-term focus. We make decisions on a five-to-ten-year horizon. This is true for our investments and our approach to ESG topics like responsible sourcing. Four years ago, we were dissatisfied with our average hourly wage rate for associates. We decided to take proactive steps to identify cost reductions that would allow us to invest in our associates. We’ve since raised associate wages by $1.2 billion while also keeping the price of food affordable for our customers.

The sections below highlight the progress we have made across our key priorities and how we intend to continue building on this positive momentum going forward.

Leading with Fresh

As one of our core competitive moats, fresh — and our Fresh for Everyone™ brand promise — fuels our business every day. We know that our customers love Kroger because they crave fresh foods: it is the number one determinant of store choice, with 70% of all customers deciding where to shop based on fresh products. Today, nearly 100% of our customers buy fresh products from Kroger, demonstrating just how critical this area of the business is for us and our customers.

Throughout the past year, Kroger’s fresh departments have delivered tremendous success, outpacing total company identical sales excluding fuel during the fourth quarter of 2021. Our fresh sales have increased 15.6% since 2019, demonstrating our ability to lead with the freshest, highest quality products.

In 2022, we aim to widen our competitive moat in fresh. We’ll leverage data-driven insights and food science to improve sourcing, ensuring products are always at the peak of their flavor and quality; reduce transit time from distribution centers; ensure optimum assortment, price, and promotion of merchandise; simplify store operations; and more effectively market the freshness of our products to Kroger customers. We’ll also work to optimize our supply chain, partnering with our suppliers to improve the distribution process and launching new vendor accountability tools to keep our operations seamless.

Creating a Seamless Customer Experience

We are focused on delivering a seamless experience that requires zero compromise by our customers. And what that means is leading with the freshest products at competitive prices and flexible lead times. Our brick-and-mortar model leverages our existing assets to provide fresh products and meal solutions with proximity and immediacy, while our dedicated facilities can offer a wide assortment of choices alongside scale and reach to target new customers. We have intentionally structured our seamless ecosystem to leverage both of these models, forming a dynamic network encompassing our stores and automated customer fulfillment centers. This approach allows us to capture more trips — from the planned weekly shop to the unexpected and time-sensitive dinner — as we engage with more customers, on more occasions, and in both existing and new geographies.

During the year, we expanded our loyalty and personalization platform, successfully generating over two trillion relevant recommendations, resulting in 50% of items added to baskets because of personalized search. And, with partners like Ocado, we continue to innovate and bring cutting-edge and industry-leading technology to improve both the customer and associate experience.

In 2021, we set an ambitious goal of doubling digital sales by the end of 2023 and doubling our profitability pass-through rate. We’re successfully on track to accomplish these goals thanks to the hard work of our technology teams and associates, alongside strategic and impactful initiatives that continue to help us deliver this seamless experience.

Feeding the Human Spirit

There are many ways companies approach ESG matters today. At Kroger, driving sustainability and social good are not just things that happen alongside our business, they are embedded in the fabric of our business.

Nowhere is this more evident than in Zero Hunger | Zero Waste, our social and environmental impact plan established in 2017, through which we are helping create a more resilient and sustainable future food system. In 2021 alone Kroger directed nearly 500 million meals to feed hungry families across America, reaching a cumulative 2.3 billion meals toward our goal of providing 3 billion meals to people in need by 2025. We’ve also delivered on our core 2025 impact goals under Zero Hunger | Zero Waste, including: 93% of Kroger-operated stores actively donating surplus food (goal: 100%); 87% of stores have active food waste recycling programs (goal: 100%); and company-wide waste diversion rate of 79% (goal: 95%+).

We have also continued to prioritize fostering an environment of inclusion in the workplace, workforce and our communities where the diversity of cultures, backgrounds, experiences, perspectives,

and ideas are valued and appreciated. We continue to make solid progress on our 10-point Framework for Action: Diversity, Equity & Inclusion (DEI), which reflects our desire to redefine, deepen, and advance our commitment by mobilizing our people, passion, scale, and resources. One area we are especially proud of our progress on is in supplier inclusion. We are nearly halfway toward achieving our goal in the Framework for Action to spend over $10 billion dollars annually with diverse suppliers by 2030. We also made progress in attracting diverse talent from Historically Black Colleges and Universities and Hispanic-Serving Institutions, increasing from six to 17 our partnerships with these institutions.

Related to our DEI commitments, our Kroger Health practitioners have played an extraordinary role in administering more than 10 million COVID vaccines to communities of every race, age and economic background. We take great pride in the role we play in creating accessible healthcare and helping advance health equity and improved health outcomes for all, including our associates and customers.

Responsible Sourcing

As the nation’s largest supermarket retailer, Kroger has an extensive supply chain that is constantly evolving to meet the needs of our customers and communities. This work is guided by our Responsible Sourcing Framework, which includes 13 policies that embed responsible procurement practices throughout our value chain, including policies related to respecting human rights and advancing animal welfare. We implement comprehensive programs to not only hold our suppliers accountable for meeting Kroger’s high standards, but also to support their continual improvement. We also rely on the deep knowledge of our category sourcing leaders; the latest data, insights and audit results; and input from our investors, industry groups, NGOs and subject matter experts.

Kroger’s Responsible Sourcing Framework includes our Animal Welfare Policy, which expresses our belief that animals should receive proper welfare. Our policy reflects the Five Freedoms, which is the international standard for higher welfare. We are not directly involved in raising or processing any animal. Kroger requires animal protein suppliers to adopt industry-accepted animal welfare standards.

Investing in Our Associates

I’m consistently in awe of the patience, generosity, and spirit of our associate community across the nation. As someone who started my career as an hourly Kroger store associate, I know better than anyone that providing a superior associate experience empowers us to deliver a better customer experience every time. In fact, around 70% of our store leaders start out as part time associates.

Kroger has provided an incredible number of people with their first job, new beginnings, and lifelong careers, and we’re proud to play this role in our communities. When we talk about uplifting our associates, it certainly includes compensation. In the past four years, we’ve raised our average hourly wage by 25.9%, in addition to the comprehensive benefits we offer such as healthcare and retirement plans, customized training and advancement opportunities.

Continuing this growing investment in our associates is a priority for 2022 and beyond, and we expect continued upward movement in the hourly wages in our business model.

We’re also tremendously proud of our continued improvement in workplace safety. We believe our leading safety results make our stores, manufacturing plants and distribution centers among the safest places to work in the U.S. As part of our commitment to safe workplaces and a healthy workforce, we’ve made considerable investments in safeguarding our associates’ overall wellbeing, including increasing access to mental health resources and providing personal safety training as well as COVID-19 vaccines administered by our Kroger Health experts.

To 2022 and Beyond

2021 was an incredible year for Kroger, characterized by impressive growth, big change, and restored hope. As we look ahead to 2022 and beyond, I want to take a moment to express my gratitude — for our associates, customers, and all of you. The community that we have built at and

around Kroger is one of support, respect, innovation, and inspiration. Any victories or successes we achieve are shared by all.

I believe that one of Kroger’s greatest strengths is our focus on learning and improving every day. As we embrace a new year and resolve to “expect the unexpected,” the knowledge and wisdom we’ve gained from these past years will help us continue delivering excellence for our associates, customers, communities, and shareholders. I’m incredibly optimistic about the future of Kroger and our ability to deliver for all stakeholders, I look forward to seeing all we can accomplish together, and thank you for continuing with us on this journey.

Sincerely,

Rodney McMullen
Chairman and CEO, The Kroger Co.

Safe Harbor Statement

This letter contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 about future performance of Kroger, including with respect to Kroger’s ability to achieve sustainable net earnings growth, strategic capital deployment, strong and attractive total shareholder return, strong free cash flow and ability to increase the dividend, ability to achieve certain operational goals, among other statements. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. These statements are indicated by words such as “will,” “aim,” “model,” “driving,” “enable,” “expect,” “goal,” “advancing,” “plan,” “continue,” “on track,” “confidence,” and “believe,” as well as similar words or phrases. These statements are subject to known and unknown risks, uncertainties and other important factors that could cause actual results and outcomes to differ materially from those contained in the forward-looking statements, including the specific risk factors identified in “Risk Factors” in Kroger’s most recent Annual Report on Form 10-K and any subsequent filings with the Securities and Exchange Commission. Kroger assumes no obligation to update the information contained herein, unless required to do so by applicable law.

Zero Hunger | Zero Waste: Associate Fundraising Heroes

The Kroger Co. Zero Hunger | Zero Waste Foundation is a nonprofit public charity designed to help align philanthropy with the company’s Zero Hunger | Zero Waste social and environmental impact plan. We invite customers of the Kroger Family of Companies to join our journey by rounding up their purchase to the nearest dollar at checkout to benefit the Zero Hunger | Zero Waste Foundation.

Associate cashiers across the country are leading the way in activating donations through Round Up. Dollars raised are directed to nonprofit partners that help end hunger and waste in our communities. These are our 2021 Zero Hero fundraisers:

Atlanta Division Sandra Branch Betalhem Tolla	Fred Meyer Division Anatoliy Bondarchuk Pat Sears	Mid-Atlantic Division Dee Dee Hamby
Central Division Selma Bektas Carol Dietz Angela Walker	Fry’s Division Marlene Hoffman Dawn Lechner	Nashville Division Linda McMillan Linda Whitfield
Cincinnati-Dayton Division Jen Tudor	Houston Division Debra Van Matre Gina Wynn	Ralphs Division John Dailey Ethelene Scurlark
Columbus Division Colleen Burrows Christy Liff Beth Tipton	King Soopers Division Christopher Freeby Chris Vellos	Roundy’s Division Sharon Dammann Nancy Johnson
Dallas Division Anna Louise Fowler Shah Navin Candice Peterson	Louisville Division Stacey Harrison	QFC Division Amber Brask Kurt Mincin
Delta Division Rickie Hill Michael McInvale Sherbert Ware	Mariano’s Division Arlene Glazier Loran Henderson Cher Herlache	Smith’s Division Sylvia Cronin Sara Jane Bobbie Tremayne
Dillons Division Shannon Haley Pam Meyer James Moulden	Michigan Division Falishea Taylor Steve Strachn Margie Yankovitch

Proxy Summary

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 Advisory Vote to Approve Executive Compensation				FOR
		No. 3 Ratification of Independent Auditors				FOR
		No. 4 Approval of additional shares under the 2019 Long-Term Incentive Plan				FOR
		Nos. 5 – 8 Shareholder Proposals				AGAINST Each Proposal

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:

Board Governance Practices

✓

Strong Board oversight of enterprise risk.

✓

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

✓

Commitment to Board refreshment and diversity.

✓

5 of 11 director nominees are women.

✓

The chairs of the Audit, Finance, and Public Responsibilities Committees are women.

✓

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

✓

All director nominees are independent, except for the CEO.

✓

All five Board Committees are fully independent

✓

Annual Board and Committee self-assessments conducted by 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.

Environmental, Social & Governance (ESG) Practices

✓

Long-standing Board Committee dedicated to ESG oversight — Public Responsibilities Committee — formed in 1977.

•

Amended the Committee Charter in 2021 to more specifically reflect the Committee’s focused and prioritized approach to material ESG topics related to environmental issues, sustainability, and social impact.

✓

Annual ESG report, sharing progress on our goals for Zero Hunger | Zero Waste, Just & Inclusive Economy, Food Waste, Operational Waste, Water, Packaging, Climate Impact, and Responsible Sourcing.

•

The 2021 ESG report represented the 15th year of describing our progress and initiatives regarding sustainability and other ESG matters.

✓

Committed to transparency in our disclosure, informed by frameworks consistent with shareholder expectations:

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SASB’s Food Retailers and Distributors Standard.

•

GRI Global Sustainability Reporting Standards.

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Task Force on Climate-related Financial Disclosures (TCFD) framework.

✓

Established formal Diversity, Equity & Inclusion (DE&I) Framework for Action to:

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Create a more inclusive culture.

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Develop diverse talent.

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Advance diverse partnerships.

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Advance equitable communities.

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Listen deeply and report progress.

✓

Specifically include diverse candidates in every external executive officer and Board director search.

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Disclose EEO-1 data annually.

Shareholder Rights

✓

Annual director election.

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

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No poison pill.

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Shareholders have the right to call a special meeting.

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Robust, long-standing shareholder engagement program with regular engagements, including with independent directors, to better understand shareholders’ perspectives and concerns on a broad array of topics, such as corporate governance and ESG matters.

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Adopted 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.

Compensation Governance

✓

Robust clawback and recoupment policy.

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Pay program tied to performance and business strategy.

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

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

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

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No tax gross-up payments to executives.

ESG Highlights

In 2021, Kroger introduced our Environmental, Social & Governance (ESG) Strategy: Thriving Together. Our objective is to achieve positive, lasting change through a shared-value framework that benefits people and our planet and creates more resilient systems for the future. The centerpiece of Kroger’s ESG strategy is our Zero Hunger | Zero Waste social and environmental impact plan. Introduced four years ago, Zero Hunger | Zero Waste is an industry-leading platform for collective action and systems change at global, national and local levels.

Our ESG strategy aims to address material topics of importance to our business and key stakeholders, including our associates, customers, shareholders, and others. Key ESG topics — informed by a structured materiality assessment and engagement with our shareholders and NGOs — align to three strategic pillars: People, Planet and Systems. Please see more details here in Kroger’s annual ESG Report: https://www.thekrogerco.com/wp-content/uploads/2021/07/Kroger-2021-ESG-Report.pdf. The information on, or accessible through, this website is not part of, or incorporated by reference into, this proxy statement.

Nora
Aufreiter

Kevin
Brown

Elaine
Chao

Anne
Gates

Karen
Hoguet

Rodney
McMullen

Clyde
Moore

Ronald
Sargent

Amanda
Sourry

Mark
Sutton

Ashok
Vemuri

Total
(of 11)

Business Management

•

Retail

•

Consumer

•

Financial Expertise

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Risk Management

•

Operations & Technology

•

ESG

•

Manufacturing

•

2021 Compensation Highlights

Executive Compensation Philosophy

Executive Summary

				We delivered record performance results in 2021. By connecting with customers through our expanded seamless digital ecosystem and consistent delivery of full, fresh and friendly customer experience, we successfully navigated dynamic operational environment, labor and supply chain challenges and achieved record revenue and profitability as demonstrated by our financial performance results of ID sales of 0.2%, two year stack increased 14.3%, and adjusted FIFO operating profit of $4.3 Billion1.
				Our executive compensation program aligns with long-term shareholder value creation. 91% of the CEO’s target total direct compensation and, on average, 83% of the other NEOs’ compensation is at risk and performance based, tied to achievement of performance targets that are important to our shareholders or our long-term share price performance.
				Annual incentive program design reflected volatile market environment. Our 2021 annual incentive program consisted of two performance periods to maintain the program rigor amid uncertain business outlook at the start of the year, with more challenging sales performance goals implemented in the second half of the year.
				Annual and long-term performance incentives were earned above target in alignment with our 2021 performance. The annual cash incentive program that included identical sales (excluding fuel) and adjusted FIFO operating profit (including fuel) paid out at approximately 186% of target. Long-term performance unit equity awards granted in 2019 and tied to Restock Kroger savings and benefits, free cash flow and ROIC were earned at 120% of target.
				We prioritized investment in our people. We strive to create a culture of opportunity for more than 450,000 associates and take seriously our role as a leading employer in the United States. In 2021, we invested more than ever before in our associates by continuing to raise our average hourly wage to $17 and our average hourly rate to over $22, inclusive of industry-leading benefits such as continuing education and tuition reimbursement, training and development, health and wellness. In addition, we continued to invest significantly in the restructure of pension plans to protect future benefits for our hourly associates.

See pages 33-34 of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, filed with the SEC on March 29, 2022, for a reconciliation of GAAP operating profit to adjusted FIFO operating profit.

In response to our shareholder feedback, we incorporated an ESG metric focused on diversity and inclusion into our 2022 individual performance management program. Our core values of Diversity, Equity & Inclusion are incorporated into compensation decisions made for our associates who supervise a team of others, which range from store department leaders through our senior officers.

Summary of Key Compensation Practices

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

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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.

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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.

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

•

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.

The Compensation Committee has three related objectives regarding compensation:

•

First, the Compensation Committee believes that compensation must be designed to attract and retain those individuals who are best suited to be an executive officer at Kroger.

•

Second, a majority of compensation should help align the interests of our NEOs with the interests of our shareholders.

•

Third, compensation should create strong incentives for the NEOs to achieve the annual business plan targets established by the Board, and to achieve Kroger’s long-term strategic objectives.

Named Executive Officers (NEOs) for 2021

For the 2021 fiscal year ended January 29, 2022, the NEOs were:

Name			Title
W. Rodney McMullen			Chairman and Chief Executive Officer
Gary Millerchip			Senior Vice President and Chief Financial Officer
Stuart W. Aitken			Senior Vice President and Chief Merchandising & Marketing Officer
Yael Cosset			Senior Vice President and Chief Information Officer
Timothy A. Massa			Senior Vice President and Chief People Officer

Notice of 2022 Annual Meeting of Shareholders

Fellow Kroger Shareholders:

We are pleased to invite you to join us for Kroger’s 2022 Annual Meeting of Shareholders on June 23, 2022 at 11:00 a.m. eastern time. The 2022 Annual Meeting of Shareholders will once again be a completely virtual meeting conducted via webcast. We believe this is the most effective approach for enabling the highest possible attendance while also protecting the health and safety of our shareholders, associates, and community. You will be able to participate in the virtual meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.cesonlineservices.com/kr22_vm.

When:	June 23, 2022, at 11:00 a.m. eastern time.
Where:	Webcast at www.cesonlineservices.com/kr22_vm
Items of Business:	1.	To elect 11 director nominees.
	2.	To approve our executive compensation, on an advisory basis.
	3.	To ratify the selection of our independent auditor for fiscal year 2022.
	4.	To approve additional shares under the 2019 Long-Term Incentive Plan
	5.	To vote on 4 shareholder proposals, if properly presented at the meeting.
	6.	To transact other business as may properly come before the meeting.
		Barberry Corp., an activist investment firm affiliated with Carl Icahn (together with their affiliates, the “Icahn Group”), has notified us of its intention to propose two director nominees for election at the Annual Meeting in opposition to the nominees recommended by our Board of Directors. As a result, you may receive solicitation materials, including a colored proxy card, from the Icahn Group seeking your proxy to vote for the Icahn Group’s nominees. The Board of Directors urges you NOT to sign or return or vote any color proxy card sent to you by the Icahn Group. If you have already voted using a proxy card sent to you by the Icahn Group, you can revoke it by: (i) executing and delivering the WHITE proxy card or voting instruction form, (ii) voting via the Internet using the Internet address on the WHITE proxy card or voting instruction form, (iii) voting by telephone using the toll-free number on the WHITE proxy card or voting instruction form or (iv) voting virtually at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein.
Who can Vote:	Holders of Kroger common shares at the close of business on the record date April 25, 2022 are entitled to notice of and to vote at the meeting.
How to Vote:	YOUR VOTE IS EXTREMELY IMPORTANT NO MATTER HOW MANY SHARES YOU OWN! Please vote your WHITE proxy in one of the following ways:
	1.	By the internet, you can vote by the Internet by following the instructions on the enclosed WHITE proxy card or WHITE voting instruction form.

	2.	By telephone, you can vote by telephone by following the instructions on the WHITE proxy card or WHITE voting instruction form.
	3.	By mail, you can vote by mail by signing and dating the enclosed WHITE proxy card or WHITE voting instruction form and returning it in the postage-paid envelope provided with this proxy statement.
	4.	By attending and voting electronically during the virtual Annual Meeting at www.cesonlineservices.com/kr22_vm.
Attending the Meeting:		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 real-time during the meeting via a live audio webcast by visiting www.cesonlineservices.com/kr22_vm and following the instructions below. There is no physical location for the Annual Meeting. You may only attend the Annual Meeting virtually.

Our Board of Directors unanimously recommends that you vote “FOR ALL” of Kroger’s director nominees on the WHITE proxy card and “FOR” the management proposals 2 through 4 and “AGAINST” the shareholder proposals 5 through 8.

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

If you have any questions or require any assistance, please contact our proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Brokers and Banks Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 992-3086
Email: KR@dfking.com

May 2, 2022
Cincinnati, Ohio

By Order of the Board of Directors,
Christine S. Wheatley, Secretary

Proxy Statement

May 2, 2022

We are providing this notice, proxy statement, and annual report to the shareholders of The Kroger Co. (“Kroger”, “we”, “us”, “our”) 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 23, 2022, at 11:00 a.m. eastern time, and at any adjournments thereof. The Annual Meeting will be held virtually and can be accessed online at www.cesonlineservices.com/kr22_vm. There is no physical location for the 2022 Annual Meeting of Shareholders.

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 WHITE proxy card are first being sent or given to shareholders on or about May 2, 2022.

Questions and Answers about the Annual Meeting

Why are you holding a virtual meeting?

We believe a virtual meeting is the most effective approach for enabling the highest possible attendance while also protecting the health and safety of our shareholders, associates and community. Therefore, our 2022 Annual Meeting is being held on a virtual-only basis with no physical location. Our goal for the Annual Meeting is to enable the broadest number of shareholders to participate in the meeting, while providing substantially the same access and exchange with the Board and Management as an in-person meeting. We believe that we are observing best practices for virtual shareholder meetings, including by providing a support line for technical assistance and addressing as many shareholder questions as time allows.

Who can vote?

You can vote if, as of the close of business on April 25, 2022, the record date, you were a shareholder of record of Kroger common shares.

Who is the Icahn Group? How are they involved in the Annual Meeting?

Barberry Corp., an activist investment firm affiliated with Carl Icahn (together with their affiliates, the “Icahn Group”), has notified us of its intention to propose two director nominees for election at the Annual Meeting in opposition to the nominees recommended by our Board. You may receive proxy solicitation materials from the Icahn Group. We are not responsible for the accuracy of any information contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Icahn Group or any of its affiliates or any other statements that they may otherwise make.

The Board does not endorse any of the Icahn Group’s nominees and unanimously recommends that you vote “FOR ALL” of Kroger’s director nominees and “FOR” each of the management proposals 2 through 4 and “AGAINST” the shareholder proposals 5 through 8 on the enclosed WHITE proxy card.

The Board urges you to disregard any materials and NOT to sign, return or vote using any color proxy card sent to you by or on behalf of the Icahn Group. Voting to “withhold” with respect to any of the Icahn Group’s director nominees on any color proxy card sent to you by the Icahn Group is not the same as voting for our director nominees, because a vote to “withhold” with respect to any of the Icahn Group’s director nominees on the Icahn Group’s proxy card will revoke any WHITE proxy you may have previously submitted. To support our director nominees, you should vote “FOR ALL” of our director nominees on the WHITE proxy card.

using the toll-free number on the WHITE proxy card or voting instruction form or (iv) voting virtually at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein.

Who is asking for my vote, and who pays for this proxy solicitation?

Kroger will pay the cost of the solicitation of proxies by the Company. Kroger’s Board of Directors and certain of the Company’s regular officers and employees in the ordinary course of their employment may solicit proxies by mail, Internet, telephone, facsimile, advertisements, personal contact, email, or other online methods. We will reimburse their expenses for doing this. We also will reimburse banks, brokers, nominees, and other fiduciaries for postage and reasonable expenses incurred by them in forwarding the proxy material to beneficial owners of our common shares. Other proxy solicitation expenses that we will pay include those for preparing, mailing, returning, and tabulating the proxies.

As a result of the potential proxy solicitation by the Icahn Group, we will incur additional costs in connection with our solicitation of proxies. We have hired D.F. King & Co., Inc. (“D.F. King”) to assist us in soliciting proxies for a fee estimated not to exceed $4 million. D.F. King expects that approximately 125 of its associates will assist in the solicitation. The total amount to be spent for our solicitation of proxies from shareholders for the Annual Meeting in excess of that normally spent for an annual meeting is estimated to be approximately $10 million, approximately $1.5 million of which has been accrued to date.

Who are the members of the Proxy Committee?

Anne Gates, W. Rodney McMullen, and Ronald L. Sargent, all Kroger Directors, are the members of the Proxy Committee for our 2022 Annual Meeting.

What is the difference between a “shareholder of record” and a “beneficial shareholder” of shares held in street name?

You are the “shareholder of record” for any Kroger common shares that you own directly in your name in an account with Kroger’s stock transfer agent, EQ Shareowner Services.

You are a “beneficial shareholder” of shares held in street name if your Kroger common shares are held in an account with a broker, bank, or other nominee as custodian on your behalf. The broker, bank, or other nominee is considered the shareholder of record of these shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote your Kroger common shares.

How do I vote my shares held in street name?

If your shares are held by a bank, broker, or other holder of record, you will receive voting instructions from the holder of record. Your broker is required to vote your shares in accordance with your instructions. In most cases, you may vote by telephone or over the internet as instructed.

How do I vote my proxy?

You can vote your proxy in one of the following ways:

By the internet, you can vote by the Internet by following the instructions on the enclosed WHITE proxy card or WHITE voting instruction form.

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

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

By voting electronically during the virtual Annual Meeting at www.cesonlineservices.com/kr22_vm.

If you vote by telephone, via the Internet or by signing, dating, and returning the WHITE proxy card, your shares will be voted at the Annual Meeting as you direct. If you sign your WHITE proxy card but do not specify how you want your shares to be voted, they will be voted as the Board recommends.

Why have I received different color proxy cards?

The Icahn Group has notified us that it intends to propose two alternative director nominees for election at the Annual Meeting in opposition to the nominees recommended by the Board. We have provided you with the enclosed WHITE proxy card. The Icahn Group may send you a proxy card that is a different color.

The Board unanimously recommends using the enclosed WHITE proxy card to vote “FOR ALL” of Kroger’s director nominees. The Board recommends that you simply DISREGARD the Icahn Group’s proxy card.

If the Icahn Group proceeds with its previously announced nominations, we will likely conduct multiple mailings prior to the date of the meeting to ensure that shareholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. We encourage you to vote every WHITE proxy card you receive. The latest dated proxy you submit will be counted, and, if you wish to vote as recommended by our Board, then you should only submit WHITE proxy cards.

What documentation must I provide to be admitted to the virtual Annual Meeting and how do I attend?

In order to attend, you (or your authorized representative) must register in advance at https://www.cesonlineservices.com/kr22_vm prior to the deadline of June 22, 2022 at 11:00 a.m. eastern time.

Registering to Attend the Annual Meeting — Shareholders of record. If you were a shareholder of record as of the close of business on the record date, you may register to attend the Annual Meeting by accessing https://www.cesonlineservices.com/kr22_vm and entering the control number provided on your WHITE proxy card. On the following screen, you should click on the link titled “Click here to pre-register for the online meeting” at the top of the page.

If you do not have your WHITE proxy card, you may still register to attend the Annual Meeting by accessing https://www.cesonlineservices.com/kr22_vm, but you will need to provide proof of ownership of our common shares as of the record date during the registration process. Such proof of ownership may include a copy of your proxy card received either from the Company or the Icahn Group or a statement showing your ownership as of the record date.

Registering to Attend the Annual Meeting — Beneficial Owners. If you were the beneficial owner of shares (that is, you held your shares in street name through an intermediary such as a broker, bank or other nominee) as of the record date, you may register to attend the Annual Meeting by accessing https://www.cesonlineservices.com/kr22_vm and providing evidence during the registration process that you beneficially owned our common shares as of the record date, which may consist of a copy of the voting instruction form provided by your broker, bank or other nominee, an account statement or a letter or legal proxy from such broker, bank or other nominee.

After registering, you will receive a confirmation email prior to the Annual Meeting with a link and instructions for entering the virtual Annual Meeting.

Although the meeting webcast will begin at 11:00 a.m. eastern time on June 23, 2022, we encourage you to access the meeting site prior to the start time to allow ample time to log into the meeting webcast and test your computer system. Accordingly, the Annual Meeting site will first be accessible to registered shareholders beginning at 10:30 a.m. eastern time on the day of the meeting.

Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed WHITE proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone, as instructed on the WHITE proxy card. Additional information and our proxy materials can also be found at www.viewourmaterial.com/KR. If you have any difficulty following the registration process, please email KR@dfking.com.

What if I have technical or other “IT” problems logging into or participating in the Annual Meeting webcast?

All shareholders who register to attend the Annual Meeting will receive an email prior to the Annual Meeting containing the contact details of technical support in the event they encounter difficulties accessing the virtual meeting or during the meeting. Shareholders are encouraged to contact technical support if they encounter any technical difficulties with the meeting webcast. In the event of any technical disruptions that prevent the chair from hosting the Annual Meeting within 30 minutes of the date and time set forth above, the meeting may be adjourned or postponed.

What documentation must I provide to vote online at the Annual Meeting?

Shareholders that pre-register for the meeting may also vote during the meeting by clicking on the “Shareholder Ballot” link that will be available on the meeting website during the meeting.

Shareholders of record may vote directly by simply accessing the available ballot on the meeting website.

Beneficial owners of shares are encouraged to vote in advance of the meeting. If you intend to vote during the meeting, as a beneficial shareholder you must obtain a legal proxy from your brokerage firm or bank. Most brokerage firms or banks allow a shareholder to obtain a legal proxy either online or by mail. Follow the instructions provided by your brokerage firm or bank. If you have requested a legal proxy online, and you have not received an email with your legal proxy within two business days of your request, contact your brokerage firm or bank. If you have requested a legal proxy by mail, and you have not received it within five business days of your request, contact your brokerage firm or bank.

You may submit your legal proxy either (i) in advance of the meeting by attaching the legal proxy (or an image thereof in PDF, JPEG, GIF or PNG file format) in an email to proxy@firstcoastresults.com or (ii) along with your voting ballot during the meeting. We must have your legal proxy in order for your vote submitted during the meeting to be valid. To avoid any technical difficulties on the day of the meeting, we encourage you to submit your legal proxy in advance by email to proxy@firstcoastresults.com to ensure that your vote is counted, rather than wait to upload the legal proxy during the meeting. Multiple legal proxies must be combined into one document for purposes of uploading them to the meeting website.

How should I submit my question at the Annual Meeting?

Each year at the Annual Meeting, we hold a question-and-answer session following the formal business portion of the meeting during which shareholders may submit questions to us. We anticipate having such a question-and-answer session at the 2022 Annual Meeting. You may submit a question at the Annual Meeting by typing in the “Ask a Question” box and clicking the “Send” button that will be available on the meeting website during the meeting, up until the time we indicate that the question-and-answer session is concluded.

Can I change or revoke my proxy?

The common shares represented by each proxy will be voted in the manner you specified unless your proxy is revoked before it is exercised. You may change or revoke your proxy at any time before it is exercised at the Annual Meeting by Internet, telephone, or mail or by voting your shares while logged in and participating in the 2022 Annual Meeting of Shareholders.

using the Internet address on the WHITE proxy card or voting instruction form, (iii) voting by telephone using the toll-free number on the WHITE proxy card or voting instruction form or (iv) voting virtually at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein.

Submitting an Icahn Group proxy card — even if you withhold your vote on the Icahn Group nominees — will revoke any vote you previously made via our WHITE proxy card. If you wish to vote pursuant to the recommendation of the Board, you should disregard any proxy card that you receive that is not a WHITE proxy card and not return any color proxy card that you may receive from the Icahn Group.

How many shares are outstanding?

As of the close of business on April 25, 2022, the record date, our outstanding voting securities consisted of 720,938,109 common shares.

How many votes per share?

Each common share outstanding on the record date will be entitled to one vote on each of the 11 director nominees and one vote on each other proposal. Shareholders may not cumulate votes in the election of directors.

What voting instructions can I provide?

With respect to the election of directors, you may instruct the proxies to vote “For All” or “Withhold All” for the nominees, or “For All Except” and specify the nominees from whom you withhold your vote. For all other proposals, you may instruct the proxies to vote “For” or “Against” each proposal, or you may instruct the proxies to “Abstain” from voting.

What happens if proxy cards or voting instruction forms are returned without instructions?

If you are a registered shareholder and you return your proxy card without instructions, the Proxy Committee will vote in accordance with the recommendations of the Board.

If you hold shares in street name and do not provide your broker with specific voting instructions on proposals 1, 2, 4, and 5 - 8. which are considered non-routine matters, your broker does not have the authority to vote on those proposals. This is generally referred to as a “broker non-vote.” Proposal 3, ratification of auditors, is usually considered a routine matter and, therefore, in an uncontested election, your broker may vote your shares according to your broker’s discretion.

However, given the contested nature of the election, if the Icahn Group mails proxy materials to a beneficial owner, the rules of the New York Stock Exchange (“NYSE”) governing brokers’ discretionary authority generally do not permit brokers to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting, whether “routine” or not. Thus, if you receive proxy materials from the Icahn Group and you do not give instructions to the organization holding your shares, then we do not expect that organization to be able to vote your shares and, consequently, the shares held by that organization would not be entitled to vote on any matter to be considered at the Annual Meeting. Accordingly, we urge you to give instructions to your bank or broker as to how you wish your shares to be voted so that you may participate in voting on these important matters.

The vote required, including the effect of broker non-votes and abstentions for each of the matters presented for shareholder vote, is set forth below.

What are the voting requirements and voting recommendation for each of the proposals?

Proposals

Board
Recommendation

Voting Approval
Standard

Effect of
Abstention

Effect of
broker
Non-vote

No. 1 Election of Directors

FOR each
Director Nominee
recommended by
your Board

Plurality of votes cast in a contested election

If the Icahn Group proceeds with its alternative nominations, the number of director nominees will be 13, which exceeds the number of directors to be elected. As provided in our Amended Articles of Incorporation, in such a situation, the 11 nominees who receive the greatest number of votes cast will be elected.

No Effect

No. 2 Advisory Vote to Approve Executive Compensation

FOR

Affirmative vote of the majority of shares participating in the voting

No Effect

No. 3 Ratification of Independent Auditors

FOR

Affirmative vote of the majority of shares participating in the voting

No Effect

No. 4 Approval of additional shares under the 2019 Long-Term Incentive Plan

FOR

Affirmative vote of the majority of shares participating in the voting

No Effect

Nos. 5 – 8 Shareholder Proposals

AGAINST
Each Proposal

Affirmative vote of the majority of shares participating in the voting

No Effect

What can I do if I have questions?

If you have any questions, please contact D.F. King & Co., Inc., our proxy solicitor assisting us in connection with the Annual Meeting, by calling toll free (800) 992-3086 or emailing KR@dfking.com.

Background of the Solicitation

The Kroger Board and management team maintain regular communications with shareholders and other stakeholders on a range of matters, including those related to environmental, social and governance (ESG), and welcome open engagement.

On Friday, March 25, 2022, Carl Icahn called Rodney McMullen, Chairman and Chief Executive Officer of the Company, and voiced his concerns regarding animal welfare and the use of gestation crates in pork production. During the conversation, Mr. Icahn shared his views on Kroger’s commitments with respect to those issues and indicated that he planned to nominate directors for election to the Kroger Board at its upcoming Annual Meeting to address such matters.

On Tuesday, March 29, 2022, the Company received correspondence from the Icahn Group indicating its intent to nominate two director candidates — Alexis C. Fox and Margarita Paláu-Hernández — for election to the Board at the Annual Meeting. Later that day, the Company issued a press release of a statement regarding the Icahn Group’s intent to nominate director candidates to the Kroger Board.

On April 7, 2022, the Company’s outside counsel contacted a representative of the Icahn Group to inquire about the availability of the Icahn Group’s director nominees to be interviewed by members of the Corporate Governance Committee of Kroger’s Board of Directors and to request that the director nominees complete the Company’s prospective director questionnaire.

On April 13, 2022, members of the Corporate Governance Committee, as well as Mr. McMullen, interviewed each of the Icahn Group’s director nominees.

On April 15, 2022, the Corporate Governance Committee met and discussed the background and experience of the Icahn Group’s nominees while taking into account the Company’s criteria for evaluating nominations of candidates for election to the Board as well as the background, skills and experience of the Company’s nominees for election to the Board and determined not to recommend that either of the Icahn Group’s nominees be included in the Company’s slate of director nominees at the Annual Meeting. The Corporate Governance Committee then reported to the full Board on its review of, and recommendation with respect to, the Icahn Group’s nominees and the Board unanimously determined not to include the Icahn Group’s nominees in the Company’s slate of director nominees at the Annual Meeting.

On April 19, 2022, Kroger filed its preliminary Proxy Statement with the SEC.

On May 2, 2022, Kroger filed its definitive Proxy Statement with the SEC.

Kroger’s Corporate Governance Practices

Board Governance Practices

✓

Strong Board oversight of enterprise risk.

✓

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

✓

Commitment to Board refreshment and diversity.

✓

5 of 11 director nominees are women.

✓

The chairs of the Audit, Finance, and Public Responsibilities Committees are women.

✓

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

✓

All director nominees are independent, except for the CEO.

✓

All five Board Committees are fully independent.

✓

Annual Board and Committee self-assessments conducted by 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.

Environmental, Social & Governance (ESG) Practices

✓

Long-standing Board Committee dedicated to ESG oversight — Public Responsibilities Committee — formed in 1977.

•

✓

Annual ESG report, sharing progress on our goals for Zero Hunger | Zero Waste, Just & Inclusive Economy, Food Waste, Operational Waste, Water, Packaging, Climate Impact, and Responsible Sourcing.

•

The 2021 ESG report represented the 15th year of describing our progress and initiatives regarding sustainability and other ESG matters.

✓

Committed to transparency in our disclosure, informed by frameworks consistent with shareholder expectations:

•

SASB’s Food Retailers and Distributors Standard.

•

GRI Global Sustainability Reporting Standards.

•

Task Force on Climate-related Financial Disclosures (TCFD) framework.

✓

Established formal Diversity, Equity & Inclusion (DE&I) Framework for Action to:

•

Create a more inclusive culture.

•

Develop diverse talent.

•

Advance diverse partnerships.

•

Advance equitable communities.

•

Listen deeply and report progress.

✓

Specifically include diverse candidates in every external executive officer and Board director search.

✓

Disclose EEO-1 data annually.

Shareholder Rights

✓

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.

✓

Compensation Governance

✓

Robust clawback and recoupment policy.

✓

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.

✓

No tax gross-up payments to executives.

Environmental, Social & Governance Strategy

In 2021, Kroger introduced our Environmental, Social & Governance Strategy: Thriving Together. Our objective is to achieve positive, lasting change through a shared-value framework that benefits people and our planet and creates more resilient systems for the future. The centerpiece of Kroger’s ESG strategy is our Zero Hunger | Zero Waste social and environmental impact plan. Introduced four years ago, Zero Hunger | Zero Waste is an industry-leading platform for collective action and systems change at global, national and local levels.

People — Our Aspiration: Help billions live healthier, more sustainable lifestyles

Food Access, Health & Nutrition

Kroger’s brand promise, Fresh for Everyone, reflects our belief that everyone should have access to affordable, fresh food. We are committed to food and product safety and to improving food access, food security, and health and nutrition for all. Protecting our associates’ and customers’ health and safety and enhancing our shopping experience are also key focus areas.

•

Kroger associates rescued nearly 500 million pounds of wholesome surplus food to help end hunger in the past five years through our Zero Hunger | Zero Waste Food Rescue program.

•

In the same period, Kroger directed a total of $1 billion in charitable giving for hunger relief in our communities.

•

With food and funds combined, Kroger directed 2.3 billion meals to our communities since 2017, well ahead of our goal of 3 billion meals by 2025.

Just & Inclusive Economy

We offer access to employment, benefits and more, providing good jobs for individuals ages 15 to 95 with a wide range of experience, skills and career aspirations. In 2020, Kroger introduced our Framework for Action: Diversity, Equity and Inclusion, a 10-point plan with short- and long-term steps to accelerate and promote greater change in the workplace and communities we serve.

•

Since 2020, Kroger has trained 500,000 leaders and associates in diversity, equity and inclusion, including Unconscious Bias training.

•

We achieved more than $4 billion in diverse supplier spend annually, on track to our goal of $10 billion annually by 2030.

•

Kroger achieved a perfect score of 100 on the Human Rights Campaign Corporate Equality Index for the fourth consecutive year and was listed among the Best Places to work for Disability Inclusion by the Diversity Equality Index.

•

The Kroger Co. Foundation established a $5 million Racial Equity Fund subsequently increased to $10M to support organizations driving change at national and local levels. A first round of Build It Together grants totaling $3 million supported four organizations: Black Girl Ventures, Everytable, LISC and the Thurgood Marshall College Fund. A second round of Changemaker grants totaling $1.1 million will help build black wealth and improve racial health equity with key partners in Ohio and Tennessee.

Planet — Our Aspiration: Protect and restore natural resources for a brighter future

Climate Impact

Kroger is committed to reducing the impact of our business on our changing climate and assessing the potential future risk of a changing climate to our business operations. We also support the transition to a lower-carbon economy by investing in energy efficiency and renewable energy and by reducing refrigerant emissions and food waste.

•

Kroger’s current commitment is to reduce Scope 1 and 2 greenhouse gas (GHG) emissions by 30% by 2030 using a 2018 baseline. Reflecting updated guidance from the Intergovernmental Panel on Climate Change and the Science Based Targets initiative, Kroger will begin work to reset this target in 2022 to be more ambitious and align to a 1.5⁰C scenario.

•

In addition, Kroger committed to set a new Scope 3 target to reduce GHG emissions in our value chain. We expect to complete the goal-setting process in 2023.

•

Reducing food waste is another way Kroger is helping reduce climate impacts. In 2020, we reduced retail food waste generated and improved retail food waste diversion from landfill to 48.3% through our Zero Hunger | Zero Waste plan, on track to achieving 95%+ diversion by 2025.

Resource Conservation

As a responsible business, we conserve natural resources to help safeguard people and our planet. We remain committed to diverting 90% or more of waste from landfill by 2025 and to identifying alternative methods of waste management.

•

We have a comprehensive set of sustainable packaging goals that include seeking to achieve 100% recyclable, reusable or compostable packaging for Our Brands products by 2030.

•

Kroger partnered with TerraCycle to launch a first-of-its-kind recycling program for flexible plastic packaging across the Our Brands portfolio. Now Kroger customers can collect flexible snack and chip bags, pouches, pet food packaging and more — items typically not eligible for curbside recycling — for easy and free mail-in recycling.

•

As the exclusive U.S. grocery retail partner for Loop, Kroger helped introduce this innovative reusable consumer product packaging platform to our shoppers. Loop items are currently available in a pilot at 25 Fred Meyer stores in the Portland, Oregon, area.

•

To support more sustainable agriculture, Kroger offers an expanding selection of natural, organic, free-from and plant-based products, including our popular Simple Truth® product line.

Systems — Our Aspiration: Build more responsible and inclusive global systems

Business Integration

Kroger is committed to strong corporate and ESG governance. Business and functional leaders are engaged in our ESG strategy and accountable for results. Operationalizing ESG is a journey; however, we believe our centralized structure, vertical integration and commitment to responsible sourcing enables our progress.

•

In the past year, Kroger updated its Board of Directors Committee charters to reflect the priority that the Board places on ESG topics.

•

We are committed to Board refreshment and diversity, with five of 11 directors being women, including the chairs of the Audit, Finance, and Public Responsibilities Committees and four of 11 directors identifying as racially/ethnically diverse.

•

A core ESG team leads internal cross-functional working groups focused on policy, issues management and strategy implementation for key ESG topics, including animal welfare, climate impacts, food access, responsible sourcing, and sustainable packaging.

Responsible & Resilient Systems

As a grocery retailer, Kroger is part of and dependent on an interconnected global food system and consumer goods supply chain. A renewed focus on these natural systems and the policies and practices governing them will help protect our planet and workers whose livelihoods depend on a resilient and responsible supply chain.

•

Kroger committed to align our policy to respect human rights with the UN Guiding Principles on Business and Human Rights and create a comprehensive human rights due diligence framework and roadmap for implementation.

•

We continue to increase the volume of Fair Trade Certified ingredients and finished products sourced for Our Brands products to support communities around the world.

•

Kroger updated its animal welfare policy to support the five freedoms of animal welfare, continued to engage in open dialogue with animal welfare stakeholders on chicken, sow and dairy cow welfare, and joined the Global Coalition for Animal Welfare, which convenes food retailers, food service providers, producers, and animal welfare experts to improve standards at scale and promote good welfare.

•

Our long-standing commitment to seafood sustainability includes partnerships and programs aimed at improving marine ecosystems through conservation and fishery improvement practices.

•

Kroger’s No-Deforestation Commitment for Our Brands aims to address deforestation impacts in higher-risk supply chains, such as palm oil, pulp and paper, soy, and beef.

As of the date of this proxy statement, Kroger’s Board of Directors consists of 11 members. All nominees, if elected at the 2022 Annual Meeting, will serve until the annual meeting in 2023, or until their successors have been elected by the shareholders or by the Board pursuant to Kroger’s Regulations, and qualified. Each of our director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by Kroger’s shareholders.

Kroger’s Articles of Incorporation provide that the vote required for election of a director nominee by the shareholders, except in a contested election or when cumulative voting is in effect, is the affirmative vote of a majority of the votes cast for or against the election of a nominee. However, in a contested election where there are more nominees for election than positions on the Board to be filled, the vote required for election of a director nominee is a plurality of the votes cast. The Icahn Group notified Kroger that it intends to nominate two candidates for election as directors at the Annual Meeting. If the Icahn Group proceeds with its alternative nomination, the number of director nominees will exceed the number of directors to be elected and, as a result, the 11 nominees who receive the greatest number of votes cast will be elected.

The Board does NOT endorse any of the Icahn Group’s nominees and recommends that you simply DISREGARD any materials, including any color proxy card, that may be sent to you by the Icahn Group and only vote using the enclosed WHITE proxy card. Please note that voting to “withhold” with respect to any of the Icahn Group’s nominees on any color proxy card sent to you by the Icahn Group is not the same as voting for the Board’s nominees, because a vote to “withhold” with respect to any of the Icahn Group’s nominees on the Icahn Group’s proxy card will revoke any WHITE proxy you may have previously submitted. To support the Board’s nominees, you should vote “FOR ALL” Kroger’s director nominees on the WHITE proxy card.

If you have already voted using a proxy card sent to you by the Icahn Group, you can revoke it by: (i) executing and delivering the WHITE proxy card or voting instruction form, (ii) voting via the Internet using the Internet address on the WHITE proxy card or voting instruction form, (iii) voting by telephone using the toll-free number on the WHITE proxy card or voting instruction form or (iv) voting virtually at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein.

If you have any questions, please contact D.F. King & Co., Inc., our proxy solicitor assisting us in connection with the Annual Meeting, by calling toll free (800) 992-3086 or emailing KR@dfking.com.

The Committee memberships stated below are those in effect as of the date of this proxy statement. 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. In addition, all of our Director Nominees demonstrate the following qualities:

Key Attributes and Skills of All Kroger Director Nominees

•

High integrity and business ethics

•

Strength of character and judgement

•

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 focus on promoting equality

•

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 their role as a public company director and the fiduciary duties owed to shareholders

•

Intellectual and analytical skills

Board Nominees for Directors for Terms of Office Continuing until 2023


		Nora A. Aufreiter Ms. Aufreiter is Director Emeritus of McKinsey & Company, a global management consulting firm. She retired in June 2014 after more than 27 years with McKinsey, most recently as a director and senior partner. During that time, she worked extensively in the U.S., Canada, and internationally with major retailers, financial institutions, and other consumer-facing companies. Before joining McKinsey, Ms. Aufreiter spent three years in financial services working in corporate finance and investment banking. She is a member of the Board of Directors of The Bank of Nova Scotia and is chair of the Board of Directors of MYT Netherlands Parent B.V., the parent company of MyTheresa.com, an e-commerce retailer. She is also on the board of a privately held company, Cadillac Fairview, a subsidiary of Ontario Teachers Pension Plan, which is one of North America’s largest owners, operators, and developers of commercial real estate. Ms. Aufreiter also serves on the boards of St. Michael’s Hospital and the Canadian Opera Company, and is a member of the Dean’s Advisory Board for the Ivey Business School in Ontario, Canada. Ms. Aufreiter has over 30 years of broad business experience in a variety of retail sectors. 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 ESG 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 seven years, the last two as chair. In 2021, she led the Board’s review of ESG accountability to clarify committee oversight of ESG topics and led the revision of the Committee’s charter to reflect the Committee’s increasing focus on material environmental sustainability and social impact topics. She also brings to the Board valuable insight on commercial real estate. In her role as Chair of the Corporate Governance Committee of Bank of Nova Scotia, Ms. Aufreiter has responsibility for overseeing shareholder engagement, the composition of its Board of Directors, including diversity, the effectiveness of the diversity policy of its Board of Directors, ESG strategy and priorities, and the Bank’s statement on human rights. This experience is of particular value to the Board and to her role as the Chair of the Public Responsibilities Committee.
Age 62	Director Since 2014
Committees: Finance Public Responsibilities* Qualifications: Busines Management Retail Consumer Financial Expertise Operations & Technology ESG


		Kevin M. Brown Mr. Brown is the Executive Vice President and Chief Supply Chain Officer at Dell Technologies, a leading global technology company. His previous roles at Dell include senior leadership roles in procurement, product quality, and manufacturing. Mr. Brown joined Dell in 1998 and has held roles of increasing responsibility throughout his career, including Chief Procurement Officer and Vice President, ODM Fulfillment & Supply Chain Strategy before being named Chief Supply Chain Officer in 2013. Before Dell, he spent 10 years in the shipbuilding industry, directing U.S. Department of Defense projects. Mr. Brown currently serves on the National Committee of the Council on Foreign Relations and on the Boards of the Congressional Black Caucus Foundation and the Howard University Center for Supply Chain Excellence. He is also a member of the Executive Leadership Council. Mr. Brown is a global leader with over twenty years of 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.
Age 59	Director Since 2021
Committees: Audit Public Responsibilities Qualifications: Business Management Consumer Financial Expertise Risk Management Operations & Technology ESG Manufacturing


		Elaine L. Chao Ms. Chao served as the 18th U.S. Secretary of Transportation from January 2017 until January 2021. Prior thereto, she served as the 24th U.S. Secretary of Labor from January 2001 until January 2009, and was the first woman of Asian American & Pacific Islander heritage to serve in a President’s cabinet in history. Previously, Ms. Chao was President and CEO of United Way of America, Director of the Peace Corps and a banker with Citicorp and BankAmerica Capital Markets Group. She earned her M.B.A. from Harvard Business School and has served on a number of Fortune 500 and nonprofit boards. She currently serves on the Board of Directors of ChargePoint Holdings, Inc., Embark Technology, Inc., and Hyliion Holdings Corp., all of which are new economy technology companies in the mobile sector focusing on sustainable and environmentally friendly transportation. Recognized for her extensive record of accomplishments and public service, she is also the recipient of 37 honorary doctorate degrees. In her capacity as a director on numerous public boards while out of government, she has advocated for innovation and business transformations. She has also been a director on many private and nonprofit boards, including Harvard Business School Board of Dean’s Advisors and Global Advisory Board, and a trustee of the Kennedy Center for the Performing Arts. Ms. Chao brings to the Board extensive experience in the public, private and non-profit sectors. In her two cabinet positions, she led high-profile organizations, navigating complex regulatory and public policy environments, and she provides the Board with valuable insight on strategy, logistics, transportation, and workforce issues. Under her leadership, the Department of Labor set up a record number of health and safety partnerships with labor unions. While she was Director of the Peace Corps, she launched the first Peace Corps programs in the newly independent Baltic states, Ukraine, and the former republics of the former Soviet Union. This experience leading social impact at scale is of value to the Board in her role as an independent director and member of the Public Responsibilities Committee. Ms. Chao’s leadership and governance expertise gained from her government service, nonprofits and public company boards is of value to the Board.
Age 69	Director Since 2021
Committees: Corporate Governance Public Responsibilities Qualifications: Business Management Consumer Financial Expertise Risk Management Operations & Technology ESG


		Anne Gates Ms. Gates was President of MGA Entertainment, Inc., a privately-held developer, manufacturer, and marketer of toy and entertainment products for children, from 2014 until her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1992-2012. Her roles included Chief Financial Officer for Disney Consumer Products (DCP) and Managing Director, DCP, Europe and emerging markets. She is currently a director of Tapestry, Inc., where she serves as Chair of the Board, Chair of the Governance 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 Corporate Governance ESG Committee. She is also a member of the Boards of the Salzburg Global Seminar, PBS SoCal, and the Packard Foundation, one of the largest global foundations focused on environmental and other key ESG issues. Ms. Gates has over 25 years of 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 and ESG Committee at Raymond James Financial, Inc., she oversees their code of ethics, Board composition, including diversity, environmental policies and programs, sustainability targets and ESG reporting which are aligned with SASB, shareholder proposals, and shareholder engagements efforts, including social justice, community relations and charitable giving. Ms. Gates is also Chair of the Tapestry Governance Committee, which also includes oversight of ESG responsibilities. These experiences 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.
Age 62	Director Since 2015
Committees: Audit* Corporate Governance Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology ESG Manufacturing


		Karen M. Hoguet Ms. Hoguet served as the Chief Financial Officer of Macy’s, Inc. from October 1997 until July of 2018 when she became a strategic advisor to the Chief Executive Officer until her retirement in 2019. Ms. Hoguet serves on the Board of Directors of Nielsen Holdings plc. Previously, she served on the boards of The Chubb Corporation and Cincinnati Bell as a member of the Audit and Finance Committees and the Audit Committee, respectively. She also serves on the boards of Hebrew Union College and UCHealth. Ms. Hoguet has over 35 years of broad financial and operational leadership experience within the omnichannel retail sector. She has a proven track record of success in driving transformations, delivering strong financial performance, and forming strong relationships with investors and industry analysts. She has extensive knowledge across all areas of finance, including financial planning, investor relations, M&A, accounting, treasury and tax, as well as strategic planning, credit card services and real estate. Ms. Hoguet played a critical role in the successful turnaround of Federated Department Stores, from bankruptcy to an industry leading omnichannel retailer, which was accomplished through acquisitions, divestiture and other strategic changes including building an omnichannel model and developing a new strategic approach to real estate. Her long tenure as a senior executive of a publicly traded company with financial, audit, strategy, and risk oversight experience is of value to the Board as is her public company experience, both as a long serving executive, and as a board member. In addition, her strong business acumen, understanding of diverse cross-functional issues, and ability to identify potential risks and opportunities are also of value to the Board. Ms. Hoguet has been designated an Audit Committee financial expert and serves as Chair of the Finance Committee.
Age 65	Director Since 2019
Committees: Audit Finance* Qualifications: Business Management Retail Consumer Financial Expertise Risk Management ESG


		W. Rodney McMullen Mr. McMullen was elected Chairman of the Board in January 2015 and Chief Executive Officer of Kroger in January 2014. He served as Kroger’s President and Chief Operating Officer from August 2009 to December 2013. Prior to that, Mr. McMullen was elected to various roles at Kroger including Vice Chairman in 2003, Executive Vice President, Strategy, Planning, and Finance in 1999, Senior Vice President in 1997, Group Vice President and Chief Financial Officer in June 1995, and Vice President, Planning and Capital Management in 1989. He is a director of VF Corporation. In the past five years, he also served as a director of Cincinnati Financial Corporation. Mr. McMullen has broad experience in the supermarket business, having spent his career spanning over 40 years with Kroger. He has a strong background in finance, operations, and strategic partnerships, having served in a variety of roles with Kroger, including as our CFO, COO, and Vice Chairman. His previous service as chair of Cincinnati Financial Corporation’s compensation committee and on its executive and investment committees, as well as his service on the audit and governance and corporate responsibilities committees of VF Corporation, adds depth to his extensive retail experience.
Age 61	Director Since 2003
Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology ESG


		Clyde R. Moore Mr. Moore was Chairman and Chief Executive Officer of First Service Networks, a national provider of facility and maintenance repair services, from 2000 to 2014, and Chairman until his retirement in 2015. Previously, Mr. Moore was President and CEO of Thomas & Betts, a global manufacturer of electric connectors and components, and President and COO of FL Industries, Inc., an electrical component manufacturing company. Mr. Moore is currently President and CEO of Gliocas LLC, a management consulting firm serving small businesses and non-profits. Mr. Moore was a leader in the founding of the Industry Data Exchange Association (IDEA), which standardized product identification data for the electrical industry, allowing the industry to make the successful transition to digital commerce. Mr. Moore was Chairman of the National Electric Manufacturers Association and served on the Executive Committee of the Board of Governors. He served on the advisory board of Mayer Electrical Supply for over 20 years, including time as lead director, until the sale of the company in late-2021. Mr. Moore has over 30 years of general management experience in public and private companies. He has extensive experience as a corporate leader overseeing all aspects of a facilities management firm and numerous manufacturing companies. Mr. Moore’s expertise broadens the scope of the Board’s experience to provide oversight to Kroger’s facilities, digital, and manufacturing businesses, and he has a wealth of Fortune 500 experience in implementing technology transformations. Additionally, his expertise and leadership as Chair of the Compensation Committee is of particular value to the Board. Mr. Moore presided over the Compensation Committee during the company’s introduction of its Framework for Action: Diversity, Equity and Inclusion plan. Additionally, he was Chair of the Compensation Committee and led the inclusion of talent development into the Committee’s name and charter.
Age 68	Director Since 1997
Committees: Compensation & Talent Development* Corporate Governance Qualifications: Business Management Financial Expertise Risk Management Operations & Technology ESG Manufacturing


		Ronald L. Sargent Mr. Sargent was Chairman and Chief Executive Officer of Staples, Inc., a business products retailer, where he was employed from 1989 until his retirement in 2017. Prior to joining Staples, Mr. Sargent spent 10 years with Kroger in various positions. He is a director of Five Below, Inc. and Wells Fargo & Company. Previously, he served as a director of The Home Depot, Inc. and Mattel, Inc. Currently, Mr. Sargent is a member of the board of governors of the Boys & Girls Clubs of America, the board of directors of City of Hope, and the board of trustees of Northeastern University. He is also chairman of the board of directors of the John F. Kennedy Library Foundation. Mr. Sargent has over 35 years of 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, including diversity, equity, and inclusion, human capital risk, and culture and ethics. In his role as a member of the Five Below Nominating and Corporate Governance Committee, he oversees social and environmental governance, including corporate citizenship. These committee experiences are of value to the Board in his role as a member of the Public Responsibilities Committee and Lead Director of the Board. His understanding of retail operations, consumer insights, and e-commerce are also of value to the Board. Mr. Sargent has been designated an Audit Committee financial expert and serves as Chair of the Corporate Governance Committee and Lead Director of the Board. Mr. Sargent’s strong insights into corporate governance and his executive leadership experience serve as the basis for his leadership role as Lead Director.
Age 66	Director Since 2006
Committees: Audit Corporate Governance* Public Responsibilities Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology ESG


		J. Amanda Sourry Knox (Amanda Sourry) Ms. Sourry was President of North America for Unilever, a personal care, foods, refreshment, and home care consumer products company, from 2018 until her retirement in December 2019. She held leadership roles of increasing responsibility during her more than 30 years at Unilever, both in the U.S. and Europe, including president of global foods, executive vice president of global hair care, and executive vice president of the firm’s UK and Ireland business. From 2015 to 2017, she served as President of their Global Foods Category. Ms. Sourry currently serves on the board for PVH Corp., where she chairs the Compensation Committee and serves on the Nominating, Governance & Management Development Committee. She is also a non-executive director of OFI, a provider of on-trend, natural and plant-based products, focused on delivering sustainable and innovative solutions to consumers across the world, and a member of their Remuneration and Talent Committee and the Audit and Risk Committee. She is also a supervisory director of Trivium Packaging, a sustainable packaging company. Ms. Sourry has over thirty years of experience in the CPG and retail industry. As a member of PVH Corp.’s Nominating, Governance & Management Development Committee, her experience with monitoring issues of corporate conduct and culture, and providing oversight of diversity, equity and inclusion policies and programs as it relates to management development, talent assessment and succession planning programs and processes is of particular value to her role as a member of the Compensation & Talent Development Committee and the Board. She brings to the Board her extensive global marketing and business experience in consumer-packaged goods as well as customer development, including overseeing Unilever’s digital efforts. Ms. Sourry was actively involved in Unilever’s global diversity, gender balance, and sustainable living initiatives which is of value to the Board and to the Compensation & Development Committee. She also has a track record of driving sustainable, profitable growth across scale operating companies and global categories across both developed and emerging markets. Ms. Sourry’s history in profit and loss responsibility and oversight, people and ESG leadership and capabilities development is of value to the Board.
Age 58	Director Since 2021
Committees: Compensation & Talent Development Finance Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology ESG


		Mark S. Sutton Mr. Sutton is Chairman and Chief Executive Officer of International Paper, a leading global producer of renewable fiber-based packaging, pulp, and paper products. 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. Mr. Sutton is a member of The Business Council, serves on the American Forest & Paper Association board of directors, and the Business Roundtable board of directors. He also serves on the board of directors of Memphis Tomorrow. Mr. Sutton has over thirty years of leadership experience with increasing levels of responsibility and leadership at International Paper. At International Paper, he oversees their robust ESG disclosures which are aligned with GRI, and their Vision 2030, which sets forth ambitious forest stewardship targets and plans to transition to renewable solutions and sustainable operations. He also oversees 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 and experience, and his ESG leadership are of value to the Board.
Age 60	Director Since 2017
Committees: Compensation & Talent Development Finance Qualifications: Business Management Financial Expertise Risk Management Operations & Technology ESG Manufacturing


		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 2017 to December 2017. 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. In the past five years, he served as a director of Conduent Incorporated. Mr. Vemuri brings to the Board a proven track record of leading technology services companies through growth and corporate transformations. His experience as CEO of global technology companies as well as his experience with cyber security and risk oversight are of value to the Board as he brings a unique operational, financial, and client experience perspective. Additionally, Mr. Vemuri served on our Public Responsibilities Committee which gives him additional perspectives on risk oversight that he brings to the Audit Committee. Mr. Vemuri has been designated an Audit Committee financial expert.
Age 54	Director Since 2019
Committees: Audit Finance Qualifications: Business Management Financial Expertise Risk Management Operations & Technology ESG

YOUR VOTE IS EXTREMELY IMPORTANT. The Board of Directors unanimously recommends a vote “FOR ALL” of Kroger’s director nominees.

In addition to the information above, Appendix B sets forth information relating to our directors, nominees for directors, and certain of our officers and associates who may be considered “participants” in our solicitation under the applicable Securities and Exchange Commission’s rules by reason of their position as directors of Kroger or as nominees for directors or because they may be soliciting proxies on our behalf.

Board Succession Planning and Refreshment Mechanisms

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, which requires directors to retire at the annual meeting following their 72nd birthday.

Outside Board Service

No director who is an officer of the Company may serve as a director of another company without the approval of the Corporate Governance Committee. Directors who are not officers of the Company may not serve as a director of another company if in so doing such service would interfere with the director’s ability to properly perform his or her responsibilities on behalf of the Company and its shareholders, as determined by the Corporate Governance Committee. None of our current directors serve on more than four public company Boards, including Kroger’s Board.

Board Diversity

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.

The Corporate Governance Committee considers racial, ethnic, and gender diversity to be important elements in promoting full, open, and balanced deliberations of issues presented to the Board. When evaluating potential nominees to our Board, the Corporate Governance Committee considers director candidates who help the Board reflect the diversity of our shareholders, associates, customers, and the communities in which we operate, including by considering their geographic locations to align directors’ physical locations with Kroger’s operating areas where possible. In connection with the use of a third-party search firm to identify candidates for Board positions, the Corporate Governance Committee instructs the third-party search firm to include in its initial list qualified female and racially/ethnically diverse candidates. Four of our 11 director nominees self-identify as racially/ethnically diverse: Mr. Brown and Ms. Gates self-identify as Black/African American and Ms. Chao and Mr. Vemuri self-identify as Asian.

The Corporate Governance Committee believes that it has been successful in its efforts to promote gender and ethnic diversity on our Board. Further, the Board aims to foster a diverse and inclusive culture throughout the Company and believes that the Board nominees are well suited to do so. The Corporate Governance Committee and Board believe that our director nominees for election at our 2022 Annual Meeting bring to our Board a variety of different experiences, skills, and qualifications that contribute to a well-functioning diverse Board that effectively oversees the Company’s strategy and

management. The charts below show the diversity of our director nominees and the skills and experience that we consider important for our directors in light of our current business, strategy, and structure:

Nora
Aufreiter

Kevin
Brown

Elaine
Chao

Anne
Gates

Karen
Hoguet

Rodney
McMullen

Clyde
Moore

Ronald
Sargent

Amanda
Sourry

Mark
Sutton

Ashok
Vemuri

Total
(of 11)

Business
Management

•

Retail

•

Consumer

•

Financial
Expertise

•

Risk
Management

•

Operations &
Technology

•

ESG

•

Manufacturing

•

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Information Concerning the Board of Directors

Board Leadership Structure and Independent Lead Director

Kroger has a governance structure in which independent directors exercise meaningful and rigorous oversight. The Board’s leadership structure, in particular, is designed with those principles in mind and to allow the Board to evaluate its needs and determine, from time to time, who should lead the Board. Our Corporate Governance Guidelines (the “Guidelines”) provide the flexibility for the Board to modify our leadership structure in the future as appropriate. We believe that Kroger, like many U.S. companies, is well-served by this flexible leadership structure.

In order to promote thoughtful oversight, independence and overall effectiveness, the Board’s leadership includes Mr. McMullen, our Chairman and CEO, and an independent Lead Director designated by the Board among the independent directors. The Lead Director works with the Chairman to share governance responsibilities, facilitate the development of Kroger’s strategy, and grow shareholder value. The Lead Director serves a variety of roles, consistent with current best practices, including:

•

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

•

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

•

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

•

calling meetings of independent directors at any time; and

•

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

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

•

facilitating communication and collegiality among the Board members;

•

soliciting direct feedback from independent directors;

•

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

•

meeting with the CEO frequently to discuss strategy;

•

serving as a sounding Board and advisor to the CEO;

•

leading annual CEO evaluation process; and

•

discussing Company matters with other directors between meetings.

Unless otherwise determined by the independent members of the Board, the Chair of the Corporate Governance Committee is designated as the Lead Director. Ronald L. Sargent, an independent director and the Chair of the Corporate Governance Committee, was appointed as our Board’s independent Lead Director in June 2018. Mr. Sargent 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 an international ecommerce and brick and mortar retailer;

•

experience on the Boards of other large publicly traded companies; 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 whether it is in the best interests of Kroger and its shareholders for the roles to be combined. The Board exercises this judgment as it deems appropriate in light of prevailing circumstances. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interest of shareholders. Additionally, this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. Our CEO’s strong background in finance, operations, and strategic partnerships is particularly important to the Board given Kroger’s current growth strategy. Our CEO’s consistent leadership, deep industry expertise, and extensive knowledge of the Company are also especially critical in the midst of the rapidly evolving retail and digital landscape. The Board believes that the structure of the Chairman and independent Lead Director position should continue to be considered as part of the succession planning process.

Annual Board Evaluation Process

The Board and each of its Committees conduct an annual evaluation to determine whether the Board is functioning effectively both at the Board and at the Committee levels. As part of this annual evaluation, the Board assesses whether the current leadership structure and function continues to be appropriate for Kroger and its shareholders, including in consideration of director succession planning.

Every year, the Board’s goal is to increase the effectiveness of the Board and the results of these evaluations are used for this purpose. The Board recognizes that a robust evaluation process is an essential component of strong corporate governance practices and ensuring Board effectiveness. The Corporate Governance Committee oversees an annual evaluation process led by either the Lead Independent Director or an independent third party.

Each director completes a detailed annual evaluation of the Board and the Committees on which he or she serves and the Lead Director or an independent third party conducts interviews with each of the directors. This year, the annual evaluation was conducted by an independent third party who held interviews with every 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 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

Director Onboarding and Engagement

All directors are expected to invest the time and energy required to gain an in-depth understanding of our business and operations in order to enhance his or her strategic value to our Board. We develop tailored onboarding plans for each new director. We arrange meetings for each new director with appropriate officers and associates in order to familiarize him or her with the Company’s strategic plans, financial statements, and key policies and practices. We also provide training on fiduciary obligations of board members and corporate governance topics, as well as committee-specific onboarding. From time to time, the Company will provide Board members with presentations from experts within and outside of the Company on topics relevant to the Board’s responsibilities. Any member of the Board may attend accredited third-party training and the expenses will be paid by the Company. Board meetings are periodically held at a location away from our home office in a geography in which we operate. In connection with these Board meetings, our directors learn more about the local business environment through meetings with our regional business leaders and visits to our stores, competitors’ stores, manufacturing facilities, distribution facilities, and/or customer fulfillment centers.

Committees of the Board of Directors

To assist the Board in undertaking its responsibilities, and to allow deeper engagement in certain areas of company oversight, the Board has established five standing Committees: Audit, Compensation and Talent Development (“Compensation”), Corporate Governance, Finance, and Public Responsibilities. All Committees are composed exclusively of independent directors, as determined under the NYSE listing standards. Each Committee has the responsibilities set forth in its respective charter, each of which has been approved by the Board. The current charter of each Board Committee is available on our website at ir.kroger.com under Investors — Governance — Corporate Governance Guidelines.

The current membership, 2021 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 2021: 5 Members: Anne Gates, Chair Kevin M. Brown Karen M. Hoguet Ronald L. Sargent 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 • Review of significant legal and regulatory matters • Reviews and monitors the Company’s operational and third-party compliance programs and updates thereto • Reviews Ethics Hotline reports and discusses material matters • Reviews and approves related party transactions • Conducts executive sessions with independent registered public accounting firm and Vice President,

		Name of Committee, Number of Meetings, and Current Members				Primary Committee Responsibilities
						Internal Audit at each meeting • Conducts executive sessions with the Group Vice President, Secretary and General Counsel, Vice President and Chief Ethics & Compliance Officer, and Senior Vice President and Chief Financial Officer individually at least once per year
		Compensation Committee Meetings in 2021: 5 Members: Clyde R. Moore, Chair Amanda Sourry Mark S. Sutton				• Recommends for approval by the independent directors the compensation of the CEO and approves the compensation of senior officers • Administers the Company’s executive compensation policies and programs, including determining grants of equity awards under the plans • Reviews annual incentive plans and long-term incentive plan metrics and plan design • Reviews emerging legislation and governance issues and retail compensation trends • Reviews the Company’s executive compensation peer group • Reviews CEO pay analysis • Reviews Human Capital Management, including Diversity, Equity and Inclusion • 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 Senior Vice President and Chief People Officer and independent compensation consultant

		Name of Committee, Number of Meetings, and Current Members				Committee Functions
		Corporate Governance Committee Meetings in 2021: 2 Members: Ronald L. Sargent, Chair Elaine L. Chao Anne Gates Clyde R. Moore				• Oversees the Company’s corporate governance policies and procedures • Develops criteria for selecting and retaining directors, including identifying and recommending qualified candidates to be director nominees • Designates membership and Chairs of Board Committees • Oversees and administers Board evaluation process • Reviews the Board’s performance • Establishes and reviews the practices and procedures by which the Board performs its functions • Reviews director independence, financial literacy, and designation of financial expertise • Administers director nomination process • Interviews and nominates candidates for director election • Reviews compliance with share ownership guidelines • Reviews and participates in shareholder engagement • Reviews and establishes independent director compensation

		Name of Committee, Number of Meetings, and Current Members				Committee Functions
						• Oversees the annual CEO evaluation process conducted by the full Board
		Finance Committee Meetings in 2021: 4 Members: Karen M. Hoguet, Chair Nora A. Aufreiter Amanda Sourry Mark Sutton Ashok Vemuri				• 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 • Reviews the Company’s dividend policy and share buybacks • Reviews strategic transactions, and 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
		Public Responsibilities Committee Meetings in 2021: 3 Members: Nora A. Aufreiter, Chair Kevin M. Brown Elaine L. Chao Ronald L. Sargent				• 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 diversity, ✓ people safety, food safety, and pharmacy safety • Examines and reviews the Company’s ESG 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

Shareholder Engagement

Maintaining ongoing relationships with our shareholders, and understanding our shareholders’ views, is a priority for both our Board and management team. We have a longstanding history of engaging with our shareholders and through our investor relations program and our year-round governance outreach program, including participation for our independent directors. In 2021, we requested off-season engagement meetings with 27 shareholders representing 42% of our outstanding shares and subsequently met with 17 shareholders representing 34% of our outstanding shares. Some investors we contacted either did not respond or confirmed that a discussion was not needed at that time.

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We conduct shareholder outreach throughout the year to engage with shareholders on issues that are important to them and us. During these engagements we discussed and solicited feedback on a range of topics, which informed Board discussions and decisions, including but not limited to:

Business Strategy

•

Kroger’s growth strategy and track record of innovation

•

Our strong value creation model and recent performance

ESG Practices & Disclosures

•

Discussions with socially conscious investors and NGOs helped inform our new ESG strategy and long-term commitments

•

Thriving Together, Kroger’s ESG strategy, including long-term environmental sustainability, social impact, and responsible sourcing commitments, progress updates, and steps being taken to achieve our ambitious goals

•

Board oversight of ESG strategy and updated Committee responsibilities

•

Kroger’s ESG reporting and disclosures, including our alignment with the TCFD, SASB, and GRI reporting frameworks

•

The centerpiece of our ESG strategy is Zero Hunger | Zero Waste, an industry-leading platform for collective action and systems change to end hunger in our communities and eliminate waste across our company

Human Capital Management

•

Our DE&I Framework for Action and steps we are taking to ensure our workforce reflects the communities we serve and are a member of

•

Our focus on our associates’ well-being, including increasing our increased average hourly associate wage, comprehensive benefits, and opportunities for internal progression and leadership development training

•

Workforce diversity reporting, including EEO-1 demographic disclosure

•

Robust Board oversight of human rights in our supply chain

Compensation Structure

•

Overview of compensation program design and alignment of pay and performance

•

Consideration of short and long-term metrics, including financial and non-financial metrics, such as ESG metrics

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The balance of equity and cash compensation, as well as fixed versus at risk compensation

Board and Board Oversight

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Our Board’s approach to board refreshment considering diversity, balance of tenure, and alignment of board skills and experience with Kroger’s current and long-term business strategies

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Board and committee responsibilities for oversight of ESG priorities, and approach to risk management

Discussions with socially conscious investors and NGOs helped inform our new ESG strategy and long-term commitments. Overall shareholders expressed appreciation for the opportunity to have an ongoing discussion and were complementary of Kroger’s ESG practices. Specifically, shareholders recognized the actions Kroger took to formalize our ESG strategy, Thriving Together, and how our Board oversees this strategy, including our ESG targets and initiatives. These conversations provided valuable insights into our shareholders’ evolving perspectives, which were shared with our full Board.

Board’s Response to Shareholder Proposals

Accountability to our shareholders continues to be an important component of our success. We actively engage with our shareholder proponents. Every year, following our Annual Shareholders’ Meeting, our Corporate Governance Committee considers the voting outcomes for shareholder proposals. In addition, our Corporate Governance Committee and other Committees, as appropriate, consider proposed courses of action in light of the voting outcomes for shareholder proposals under their oversight, as well as feedback provided directly from our shareholders.

Director Nominee Selection Process

The Corporate Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. The Corporate Governance Committee recruits candidates for Board membership through its own efforts and through recommendations from other directors and shareholders. In addition, the Corporate Governance Committee retains an independent, third-party search firm to assist in identifying and recruiting director candidates who meet the criteria established by the Corporate Governance Committee.

These criteria are:

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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;

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

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highest standards of personal character and conduct;

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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

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

Additionally, in connection with the use of an independent, third-party search firm to identify director candidates, the Corporate Governance Committee will instruct the firm to include in its initial list qualified female and racially/ethnically diverse candidates.

The Corporate Governance Committee also considers diversity, as discussed in detail under “Board Diversity” above, and 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.

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.

[MISSING IMAGE: tm2212949d2-fc_candidatebw.jpg]

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 2023 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 18, 2023. 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 (once effective), shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to Kroger’s Secretary that sets forth the information required by Rule 14a-19 of the Exchange Act no later than April 24, 2023.

Eligible shareholders have the ability to submit director nominees for inclusion in our proxy statement for the 2023 annual meeting of shareholders. To be eligible, shareholders must have owned at least 3% of our common shares for at least three years. Up to 20 shareholders are able to aggregate for this purpose. Nominations must be submitted to our Corporate Secretary at our principal executive offices no earlier than December 3, 2022 and no later than January 2, 2023.

Corporate Governance Guidelines

The Board has adopted the Guidelines, which provide a framework for the Board’s governance and oversight of the Company. The Guidelines are available on our website at ir.kroger.com under Investors — Governance — Corporate Governance Guidelines. Shareholders may also obtain a copy of the Guidelines, at no cost, by making a written request to Kroger’s Secretary at our executive offices. Certain key principles addressed in the Guidelines are summarized below.

Independence

The Board has determined that all of the current independent directors and nominees have no material relationships with Kroger and satisfy the criteria for independence set forth in Rule 303A.02 of

the NYSE Listed Company Manual. Therefore, all independent directors and nominees are independent for purposes of the NYSE listing standards. The Board made its determination based on information furnished to the Company by each of the directors regarding their relationships with Kroger and its management, and other relevant information. The Board considered, among other things, that

•

the value of any business transactions between Kroger and entities with which the directors are affiliated falls below the thresholds identified by the NYSE listing standards, and

•

no directors had any material relationships with Kroger other than serving on our Board.

Audit Committee Independence and Expertise

The Board has determined that Anne Gates, Karen M. Hoguet, Ronald L. Sargent, and Ashok Vemuri, independent directors, each of whom is a member of the Audit Committee, are “audit Committee financial experts” as defined by applicable Securities and Exchange Commission (“SEC”) regulations and that all members of the Audit Committee are “financially literate” as that term is used in the NYSE listing standards and are independent in accordance with Rule 10A-3 of the Securities Exchange Act of 1934.

Code of Ethics

The Board has adopted The Kroger Co. Policy on Business Ethics, applicable to all officers, associates and directors, including Kroger’s principal executive, financial and accounting officers. The Policy on Business Ethics is available on our website at ir.kroger.com under Investors — Governance — Policy on Business Ethics. Shareholders may also obtain a copy of the Policy on Business Ethics by making a written request to Kroger’s Secretary at our executive offices.

Communications with the Board

The Board has established two separate mechanisms for shareholders and interested parties to communicate with the Board. Any shareholder or interested party who has concerns regarding accounting, improper use of Kroger assets, or ethical improprieties may report these concerns via the toll-free hotline (800-689-4609) or website (ethicspoint.com) established by the Board’s Audit Committee. The concerns are investigated by Kroger’s Vice President, Chief Ethics and Compliance Officer and the Vice President of Internal Audit and reported to the Audit Committee as deemed appropriate.

Shareholders or interested parties also may communicate with the Board in writing directed to Kroger’s Secretary at our executive offices. Communications relating to personnel issues, ordinary business operations, or companies seeking to do business with us, will be forwarded to the business unit of Kroger that the Secretary deems appropriate. Other communications will be forwarded to the Chair of the Corporate Governance Committee for further consideration. The Chair of the Corporate Governance Committee will take such action as he or she deems appropriate, which may include referral to the full Corporate Governance Committee or the entire Board.

Executive Officer Succession Planning

The Guidelines provide that the Compensation Committee will review Company policies and programs for talent development and evaluation of executive officers, and will review management succession planning. In connection with the use of a third-party search firm to identify external candidates for executive officer positions, including the chief executive officer, the Board and/or the Company, as the case may be, will instruct the third-party search firm to include in its initial list qualified female and racially/ethnically diverse candidates.

Attendance

The Board held 7 meetings in fiscal year 2021. During fiscal 2021, all incumbent directors attended at least 75% of the aggregate number of meetings of the Board and Committees on which that director served. Members of the Board are expected to use their best efforts to attend all annual meetings of shareholders. All Board members attended last year’s virtual annual meeting.

Independent Compensation Consultants

The Compensation Committee directly engages a compensation consultant to advise the Compensation Committee in the design of Kroger’s executive compensation. The Committee retained Korn Ferry Hay (US) (“Korn Ferry”) beginning in December 2017. Retained by and reporting directly to the Compensation Committee, Korn Ferry provided the Committee with assistance in evaluating Kroger’s executive compensation programs and policies.

In fiscal 2021, Kroger paid Korn Ferry $387,392 for work performed for the Compensation Committee. Kroger, on management’s recommendation, retained Korn Ferry to provide other services for Kroger in fiscal 2021 for which Kroger paid $31,677. These other services primarily related to salary surveys and benchmarking. The Compensation Committee expressly approved Korn Ferry performing these additional services. After taking into consideration the NYSE’s independence standards and the SEC rules, the Compensation Committee determined that Korn Ferry was independent, and their work has not raised any conflict of interest.

The Compensation Committee may engage an additional compensation consultant from time to time as it deems advisable.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was an officer or associate of Kroger during fiscal 2021, and no member of the Compensation Committee is a former officer of Kroger or was a party to any related person transaction involving Kroger required to be disclosed under Item 404 of Regulation S-K. During fiscal 2021, none of our executive officers served on the Board of directors or on the compensation Committee of any other entity that has or had executive officers serving as a member of Kroger’s Board of Directors or Compensation Committee of the Board.

The Board’s Role in Risk Oversight

While risk management is primarily the responsibility of Kroger’s management team, the Board is responsible for strategic planning and overall supervision of our risk management activities. The Board’s oversight of the material risks faced by Kroger occurs at both the full Board level and at the Committee level.

We believe that our approach to risk oversight optimizes our ability to assess inter-relationships among the various risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for Kroger. We also believe that our risk oversight structure complements our current Board leadership structure, as it allows our independent directors, through the five fully independent Board Committees, and in executive sessions of independent directors led by the Lead Director, to exercise effective oversight of the actions of management’s identification of risk and implementation of effective risk management policies and controls.

The Board receives presentations throughout the year from various department and business unit leaders that include discussion of significant risks, including newly identified and evolving high priority risks, such as those presented by the COVID-19 pandemic. When new risks are identified, such as those presented by the COVID-19 pandemic, management conducts, and either the full Board or the appropriate Board committee reviews and discusses, an enterprise risk assessment related to such new risks which may include human capital, supply chain, associate and customer health and safety, legal, regulatory, and other risks. Management and the Board then discuss the relative severity of each category of risk as well as mitigating actions.

At each Board meeting, the CEO addresses matters of particular importance or concern, including any significant areas of risk, such as newly identified risks, that require Board attention. Additionally, through dedicated sessions focusing entirely on corporate strategy, the full Board reviews in detail Kroger’s short- and long-term strategies, including consideration of significant risks facing Kroger and their potential impact. The independent directors, in executive sessions led by the Lead Director, address matters of particular concern, including significant areas of risk, that warrant further discussion or consideration outside the presence of Kroger employees. At the committee level, reports are given by

management subject matter experts to each Committee on risks within the scope of their charters. Each Committee reports to the full Board at each meeting, including any areas of risk discussed by the Committee.

The Audit Committee has oversight responsibility not only for financial reporting of Kroger’s major financial exposures and the steps management has taken to monitor and control those exposures, but also for the effectiveness of management’s processes that monitor and manage key business risks facing Kroger, as well as the major areas of risk exposure, and management’s efforts to monitor and control the major areas of risk exposure. The Audit Committee incorporates its risk oversight function into its regular reports to the Board and also discusses with management its policies with respect to risk assessment and risk management.

Our Vice President, Chief Ethics and Compliance Officer provides regular updates to the Audit Committee on our compliance risks and actions taken to mitigate that risk. In addition, the Audit Committee is charged with oversight of data privacy and cybersecurity risks. Protection of our customers’ data is a fundamental priority for our Board and management team. Our Chief Information Officer and our Chief Information Security Officer provide updates at each quarterly Committee meeting on our cybersecurity risks and actions taken to mitigate that risk to the Audit Committee and meet with the full Board at least annually. The Chief Information Security Officer reports on compliance and regulatory issues, continuously evolving threats and mitigating actions, and presents a NIST Cybersecurity Framework Scorecard to the Audit Committee. In overseeing cybersecurity risks, the Audit Committee focuses on thematic issues within an aggregated strategic lens and uses a risk based approach. Oversight of cybersecurity risk incorporates strategy metrics, third party assessments and internal audit and controls. Finally, an independent third party also regularly reports to the Audit Committee/Board on cybersecurity and outside counsel advises the Board about best practices for cybersecurity oversight by the Board, and the evolution of that oversight over time. Management also reports on strategic key risk indicators, ongoing initiatives, and significant incidents and their impact.

Environmental, Sustainability, and Governance Oversight

We are aligned with the desire of our customers, associates, and shareholders to engage in our communities and reduce our impacts on the environment while continuing to create positive economic value over the long-term. Given the breadth of topics and their importance to us, four of our Board Committees have direct oversight of environmental, social, and governance topics. ESG topics our Board Committees oversee are as follows:

	Audit			• Legal & Regulatory • Ethics • Operational and Third Party Compliance • Data Privacy & Cyber Security • Financial Integrity
	Compensation & Talent Development			• Human Capital Management • Talent Development • Executive Compensation • Diversity, Equity & Inclusion
	Corporate Governance			• Board recruitment/diversity • Board succession • Shareholder engagement program • Shareholder advisory votes & shareholder proposals • Independent director compensation

Public Responsibilities

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Environmental Sustainability

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Climate Impacts

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Packaging

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Food Waste (Zero Waste)

•

Social Impact

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Food Access (Zero Hunger)

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Community Engagement

•

Philanthropy

•

Responsible Sourcing

•

Human Rights

•

Animal Welfare

•

Safety

•

Food

•

People

•

Pharmacy

•

Advocacy & Public Policy

•

Government Relations

•

Political action (KroPAC)

•

Communications & Brand Stewardship

•

Associate & External Communications

•

Stakeholder Relations

Our commitment to ESG matters is not new. Our Public Responsibilities Committee was established in 1977. For the past fifteen years, our Company has prepared and produced an annual report describing our progress and initiatives regarding sustainability and other ESG matters. For the most recent information regarding our ESG initiatives and related matters, please visit http://sustainability.kroger.com. The information on, or accessible through, this website is not part of, or incorporated by reference into, this proxy statement.

In addition, our full Board oversees issues related to diversity and inclusion within the Kroger workplace. Diversity and inclusion have been deeply rooted in Kroger’s values for decades. We are committed to fostering an environment of inclusion in the workplace, marketplace, and workforce where the diversity of cultures, backgrounds, experiences, perspectives and ideas are valued and appreciated. Kroger’s corporate team and retail divisions have strategic partnerships with universities, educational institutions, and community partners to improve how we attract candidates from all backgrounds and ethnicities for jobs at all levels. Diversity and inclusion will continue to be a key ingredient in feeding Kroger’s innovation, long-term sustainability, and the human spirit.

The Kroger family of companies provides inclusion training to all management and many hourly associates. Most work locations (stores, plants, distribution centers, and offices) have an inclusion-focused team, called Our Promise team. The teams work on projects that reflect Kroger’s values, offer leaders valuable feedback and suggestions on improving diversity and inclusion, and facilitate communication to champion business priorities.

Our Commitment to Diversity, Equity & Inclusion

Kroger’s Chief People Officer leads Human Resources & Labor Relations, which includes our Diversity, Equity & Inclusion team. This function — with human resources professionals in place across our lines of business and retail divisions — advocates for and fosters an associate experience that reflects our Values. It also monitors and measures progress on current goals and identifies potential opportunities for improvement.

Kroger publicly affirmed our commitment with our Framework for Action: Diversity, Equity & Inclusion, a 10-point plan outlining short- and longer-term steps developed with associates and leaders to promote greater change in the workplace and the communities we serve. This framework outlines five focus areas: Create More Inclusive Culture, Develop Diverse Talent, Advance Diverse Partnerships, Advance Equitable Communities, and Deeply Listen and Report Progress. More details about the

plan are available here: https://www.thekrogerco.com/community/standing-together/. The information on, or accessible through, this website is not part of, or incorporated by reference into, this proxy statement.

Enabling Connections

As part of the framework, we committed to provide inclusion training for our associates. To date, more than 500,000 leaders and associates have completed diversity and inclusion training. To promote ongoing open dialogue, we also created and shared several Allyship Guides, which aim to help leaders and associates move from awareness of diversity, equity and inclusion to advocacy.

In 2020, Kroger formed an internal Diversity, Equity & Inclusion Advisory Council comprised of leaders from across the organization. The new Council works closely with our executive leadership team and other business leaders to identify opportunities and action steps for improvement. We also created an Associate Influencer Group of hourly associates to facilitate representation and input from all levels of the company.

Kroger also operates 12 internal Associate Resource Groups (ARGs), or affinity groups, some of which also have local chapters. These groups enable stronger connections across our family of companies, lift up shared experiences, promote personal and professional growth, and influence business decisions. Kroger leaders sponsor and personally engage with the ARGs.

Workplace Equity

Kroger strives to attract, retain and develop diverse leaders and associates who reflect the communities we serve. We offer accessible employment for a wide range of people across the country. Because of our unique business model, we help unlock economic opportunity for 420,000 people of all ages and aspirations, from those wanting an entry-level part-time job to graduate-degree specialists across corporate functions.

Kroger strategically invests in our associates’ growth and movement across levels, lines of business, and geographies. Our goal is to shift the demographic representation of women and people of color at company-wide and local levels to reflect our changing country, communities, and neighborhoods. The Diversity, Equity & Inclusion Advisory Council helps define aspirations for our workforce of the future.

Community Engagement

As part of our Framework for Action, the Company also pledged to help advance equitable communities. In 2020, Kroger committed an initial $5 million to establish The Kroger Co. Foundation’s Racial Equity Fund. The Foundation directed the first $3 million in grants to four organizations driving change at national and local levels: Black Girl Ventures, Everytable, the Local Initiatives Support Corporation (LISC), and the Thurgood Marshall College Fund.

Earlier this year, the Foundation directed $1.1 million in grants to help build black wealth and improve racial health equity in Ohio and Tennessee. Ohio partners — The Urban League of Greater Southwestern Ohio, The National Underground Railroad Freedom Center, and FundNOIRE — received grants totaling $600,000. In Tennessee, a $500,000 grant supports the Next Generation scholarship program in partnership with Memphis-based LeMoyne-Owen College, part of the network of Historically Black Colleges and Universities (HBCU), and the Women’s Foundation for a Greater Memphis.

Kroger recently pledged an additional $5 million to expand the Racial Equity Fund’s work and positive impacts.

Director Compensation

2021 Director Compensation

The following table describes the fiscal year 2021 compensation for independent directors. Mr. McMullen does not receive compensation for his Board service.

Name	Fees Earned or Paid in Cash			Stock Awards(1)(2)			Change in Pension Value And Nonqualified Deferred Compensation Earnings(3)			Total
Nora A. Aufreiter		$	110,499		$	186,197		$	0		$	296,696
Kevin M. Brown		$	105,507		$	186,197		$	0		$	291,704
Elaine L. Chao		$	49,464		$	169,589		$	0		$	219,053
Anne Gates		$	130,445		$	186,197		$	0		$	316,642
Karen M. Hoguet		$	120,467		$	186,197		$	0		$	306,664
Susan J. Kropf(4)		$	37,742		$	0		$	0		$	37,742
Clyde R. Moore		$	115,486		$	186,197		$	—		$	301,683
Ronald L. Sargent		$	157,866		$	186,197		$	4,837		$	348,900
Amanda Sourry		$	95,539		$	186,197		$	0		$	281,736
Mark S. Sutton		$	95,539		$	186,197		$	0		$	281,736
Ashok Vemuri		$	102,149		$	186,197		$	0		$	288,346

(1)

Amounts reported in the Stock Awards column represent the aggregate grant date fair value of the annual incentive share award, computed in accordance with FASB ASC Topic 718. On July 14, 2021, each independent director then serving received 4,859 incentive shares with a grant date fair value of $186,197, except Ms. Chao, who received a pro-rated grant of 4,062 incentive shares on the day of her election to the Board, August 6, 2021, with a grant date fair value of $169,589.

(2)

Options are no longer granted to independent directors. The aggregate number of previously granted stock options that remained unexercised and outstanding at fiscal year-end was as follows: Mr. Sargent held 13,000 options.

(3)

The amount reported for Mr. Sargent represents preferential earnings on nonqualified deferred compensation. For a complete explanation of preferential earnings, please refer to footnote 5 to the Summary Compensation Table. Mr. Moore’s pension value decreased by $69,477 which represents the change in actuarial present value of his accumulated benefit under the pension plan for independent directors. This change in value of accumulated pension benefits is not included in the Director Compensation Table because the value decreased. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, average annual earnings, and the assumptions used to determine the present value, such as the discount rate. The decrease in the actuarial present value of his accumulated pension benefit for 2021 is primarily due to the increase in the discount rate as well as the change in value due to aging, partially offset by the change in value of the benefit due to mortality project scale updates.

(4)

Ms. Kropf retired from the Board on June 24, 2021.

Annual Compensation

Each independent director receives an annual cash retainer of $100,000. The Lead Director receives an additional annual retainer of $37,500 per year; the members of the Audit Committee each receive an additional annual retainer of $10,000; the Chair of the Audit Committee receives an additional annual retainer of $25,000; the Chair of the Compensation Committee receives an additional annual retainer of $20,000; and the Chair of each of the other Committees receives an additional annual retainer of $15,000. Each independent director also receives an annual grant of incentive shares (Kroger common shares) with a value of approximately $185,000.

The Board has determined that compensation of independent directors must be competitive on an ongoing basis to attract and retain directors who meet the qualifications for service on the Board. Independent director compensation was adjusted in 2021 and will be reviewed from time to time as the Corporate Governance Committee deems appropriate.

Pension Plan

Independent directors first elected prior to July 17, 1997 receive an unfunded retirement benefit equal to the average cash compensation for the five calendar years preceding retirement. Only Mr. Moore is eligible for this benefit. Benefits begin at the later of actual retirement or age 65.

Nonqualified Deferred Compensation

We also maintain a deferred compensation plan for independent directors. Participants may defer up to 100% of their cash compensation and/or the receipt of all (and not less than all) of the annual award of incentive shares.

Cash Deferrals

Cash deferrals are credited to a participant’s deferred compensation account. Participants may elect from either or both of the following two alternative methods of determining benefits:

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

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

In both cases, deferred amounts are paid out only in cash, based on deferral options selected by the participant at the time the deferral elections are made. Participants can elect to have distributions made in a lump sum or in quarterly installments, and may make comparable elections for designated beneficiaries who receive benefits in the event that deferred compensation is not completely paid out upon the death of the participant.

Incentive Share Deferrals

Participants may also defer the receipt of all (and not less than all) of the annual award of incentive shares. Distributions will be made by delivery of Kroger common shares within 30 days after the date which is six months after the participant’s separation of service.

Director Stock Ownership Guidelines

Independent directors are required to own shares equivalent to five times their annual base cash retainer. For more details on the Stock Ownership Guidelines, see page 69.

Beneficial Ownership of Common Stock

The following table sets forth the common shares beneficially owned as of April 25, 2022 by Kroger’s directors, the NEOs, and the directors and executive officers as a group. The percentage of ownership is based on 720,938,109 of Kroger common shares outstanding on April 25, 2022. Shares reported as beneficially owned include shares held indirectly through Kroger’s defined contribution plans and other shares held indirectly, as well as shares subject to stock options exercisable on or before June 24, 2022. Except as otherwise noted, each beneficial owner listed in the table has sole voting and investment power with regard to the common shares beneficially owned by such owner.

Name	Amount and Nature of Beneficial Ownership(1) (a)		Options Exercisable on or before June 24, 2022 — included in column (a) (b)
Stuart Aitken(2)		331,920		166,695
Nora A. Aufreiter(3)		44,450		—
Kevin M. Brown		7,117		—
Elaine L. Chao		4,062
Yael Cosset		302,626		162,149
Anne Gates(3)		39,005		—
Karen M. Hoguet(4)		15,665		—
Timothy A. Massa		430,581		266,625
W. Rodney McMullen		5,852,633		2,494,750
Gary Millerchip		428,714		255,402
Clyde R. Moore		117,536		—
Ronald L. Sargent(3)		175,851		—
Amanda Sourry		7,117		—
Mark S. Sutton(3)		34,423		—
Ashok Vemuri		21,013		—
Directors and executive officers as a group (22 persons, including those named above)		8,882,633		3,870,473

(1)

No director or officer owned as much as 1% of Kroger common shares. The directors and executive officers as a group beneficially owned 1.23% of Kroger common shares.

(2)

This amount includes 3,018 shares held by Mr. Aitken’s spouse. He disclaims beneficial ownership of these shares.

(3)

This amount includes incentive share awards that were deferred under the deferred compensation plan for independent directors in the following amounts: Ms. Aufreiter, 9,831; Ms. Gates, 7,980; Mr. Sargent, 50,940 and Mr. Sutton, 6,767.

(4)

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

The following table sets forth information regarding the beneficial owners of more than five percent of Kroger common shares as of April 25, 2022 based on reports on Schedule 13G filed with the SEC.

Name	Address	Amount and Nature of Ownership		Percentage of Class
Berkshire Hathaway Inc.	3555 Farnam Street Omaha, NE 68131		61,412,910(1)		8.4%
BlackRock, Inc.	55 East 52nd Street New York, NY 10055		74,484,953(2)		10.1%
State Street Corporation	One Lincoln Street Boston, MA 02111		37,394,528(3)		5.09%
Vanguard Group Inc.	100 Vanguard Blvd. Malvern, PA 19355		78,978,401(4)		10.74%

(1)

Reflects beneficial ownership by Berkshire Hathaway Inc. as of December 31, 2021, as reported on Schedule 13G filed with the SEC on February 14, 2022, reporting shared voting power with respect to 61,412,910 common shares, and shared dispositive power with regard to 61,412,910 common shares.

(2)

Reflects beneficial ownership by BlackRock Inc., as of February 28, 2022, as reported on Amendment No. 14 to Schedule 13G filed with the SEC on March 9, 2022, reporting sole voting power with respect to 64,194,514 common shares, and sole dispositive power with regard to 74,484,953 common shares.

(3)

Reflects beneficial ownership by State Street Corporation as of December 31, 2021 as reported on Schedule 13G filed with the SEC on February 11, 2022, reporting shared voting power with respect to 30,585,152 common shares, and shared dispositive power with respect to 37,186,340 common shares.

(4)

Reflects beneficial ownership by Vanguard Group Inc. as of December 31, 2021, as reported on Amendment No. 7 to Schedule 13G filed with the SEC on January 10, 2022, reporting shared voting power with respect to 1,111,168 common shares, sole dispositive power of 76,158,064 common shares, and shared dispositive power of 2,820,337 common shares.

Related Person Transactions

The Board has adopted a written policy requiring that any Related Person Transaction may be consummated or continue only if the Audit Committee approves or ratifies the transaction in accordance with the policy. A “Related Person Transaction” is one (a) involving Kroger, (b) in which one of our directors, nominees for director, executive officers, or greater than five percent shareholders, or their immediate family members, have a direct or indirect material interest; and (c) the amount involved exceeds $120,000 in a fiscal year.

The Audit Committee will approve only those Related Person Transactions that are in, or not inconsistent with, the best interests of Kroger and its shareholders, as determined by the Audit Committee in good faith in accordance with its business judgment. No director may participate in any review, approval or ratification of any transaction if he or she, or an immediate family member, has a direct or indirect material interest in the transaction.

Where a Related Person Transaction will be ongoing, the Audit Committee may establish guidelines for management to follow in its ongoing dealings with the related person and the Audit Committee will review and assess the relationship on an annual basis to ensure it complies with such guidelines and that the Related Person Transaction remains appropriate.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of the elements and philosophy of our executive compensation program as well as how and why the Compensation Committee and our Board of Directors make specific compensation decisions and policies with respect to our Named Executive Officers (“NEOs”), as defined below.

Executive Summary

				We delivered record performance results in 2021. By connecting with customers through our expanded seamless digital ecosystem and consistent delivery of full, fresh and friendly customer experience, we successfully navigated a dynamic operational environment, labor and supply chain challenges and achieved record revenue and profitability as demonstrated by our financial performance results of ID sales of 0.2%, two year stack increased 14.3%, and adjusted FIFO operating profit of $4.3 Billion2.
				Our executive compensation program aligns with long-term shareholder value creation. 91% of the CEO’s target total direct compensation and, on average, 83% of the other NEOs’ compensation is at risk and performance based, tied to achievement of performance targets that are important to our shareholders or our long-term share price performance.
				Annual incentive program design reflected volatile market environment. Our 2021 annual incentive program consisted of two performance periods to maintain the program rigor amid uncertain business outlook at the start of the year, with more challenging sales performance goals implemented in the second half of the year.
				Annual and long-term performance incentives were earned above target in alignment with our 2021 performance. The annual cash incentive program that included identical sales (excluding fuel) and adjusted FIFO operating profit (including fuel) paid out at approximately 186% of target. Long-term performance unit equity awards granted in 2019 and tied to Restock Kroger savings and benefits, free cash flow and ROIC were earned at 120% of target.
				We prioritized investment in our people. We strive to create a culture of opportunity for more than 450,000 associates and take seriously our role as a leading employer in the United States. In 2021, we invested more than ever before in our associates by continuing to raise our average hourly wage to $17 and our average hourly rate to over $22, inclusive of industry-leading benefits such as continuing education and tuition reimbursement, training and development, health and wellness. In addition, we continued to invest significantly in the restructure of pension plans to protect future benefits for our hourly associates.
				In response to our shareholder feedback, we incorporated an ESG metric focused on diversity and inclusion into our 2022 individual performance management program. Our core values of Diversity, Equity & Inclusion are incorporated into compensation decisions made for our associates who supervise a team of others, which range from store department leaders through our senior officers.

See pages 33 – 34 of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, filed with the SEC on March 29, 2022, for a reconciliation of GAAP operating profit to adjusted FIFO operating profit.

Our Named Executive Officers for Fiscal 2021

Name			Title
W. Rodney McMullen			Chairman and Chief Executive Officer
Gary Millerchip			Senior Vice President and Chief Financial Officer
Stuart W. Aitken			Senior Vice President and Chief Merchandising & Marketing Officer
Yael Cosset			Senior Vice President and Chief Information Officer
Timothy A. Massa			Senior Vice President and Chief People Officer

Fiscal 2021 Financial and Strategic Performance Highlights

Driven by our unwavering purpose to Feed the Human Spirit, throughout 2021, we leveraged technology and innovation to continue to provide fresh, affordable food for our customers, invest in our associates, create value for our shareholders and support our communities.

Our ID sales performance resulted in a two-year stacked growth rate of 14.3%. Accelerated efforts to digitize the shopping experience demonstrated our ability to meet our customers’ needs no matter how they choose to engage with us, resulting in digital sales two-year stacked growth of 113%. Our Home Chef business surpassed $1 billion in sales in 2021, becoming the newest billion-dollar brand in our portfolio. We also advanced our fresh strategy and strengthened our fresh offerings in 2021 by launching our Go Fresh & Local Supplier Accelerator, supporting our commitment to small businesses.

Continued strategic efforts to streamline our operations allowed us to achieve cost savings greater than $1 billion for the fourth consecutive year to balance these investments without compromising food affordability for our customers across our communities.

As part of our Zero Hunger | Zero Waste social and environmental impact plan, in 2021, we donated 499 million meals to feed families across America. We also administrated almost 11 million doses of the COVID-19 vaccine through Kroger Health.

We are proud of our management team that led an agile effort in navigating supply chain conditions and evolving operating and inflationary environment throughout 2021, building an agile ecosystem and momentum to support our long-term growth. We have started 2022 with a great outlook and are positioned to support sustained shareholder value creation, while staying true to our Promise to provide fresh affordable food to our customers and uplift our communities.

2021 Advisory Vote to Approve Executive Compensation and Shareholder Engagement

At the 2021 annual meeting, we held our tenth annual advisory vote on executive compensation. Approximately 90% of the votes cast were in favor of the advisory vote in 2021. As part of our ongoing dialogue with our shareholders regarding governance matters, in 2021, we requested meetings with 27 shareholders representing 42% of our outstanding shares during proxy season and off-season engagement and 17 shareholders representing 34% of our outstanding shares accepted our invitation to share feedback. Some investors we contacted either did not respond or confirmed that a discussion was not needed at that time.

Conversations with our shareholders in these meetings included discussions about our compensation program, with our shareholders providing feedback that they appreciated the pay for performance nature of our program’s structure. The Compensation Committee considers both the general and specific feedback received from shareholders, and with the guidance of our independent compensation consultant, incorporates that input. For example, prior to 2019, Kroger’s long term performance-based compensation included both a cash and an equity component. As of 2019, in response to feedback from shareholders and market practices, our Compensation Committee determined that all long-term compensation is equity-based as follows: 50% of equity granted under the program is performance-based and the remaining 50% of equity is time-based, consisting of 30% in the form of restricted stock and 20% in the form of stock options.

During our fall 2021 off-season engagement program, we specifically discussed ESG metrics in executive compensation programs with our shareholders. All of our investors were supportive of

companies’ decisions to incorporate ESG metrics, but none were prescriptive about how to do so. Our investors shared our view that a range of ESG matters are essential to our current and future success, and acknowledged that ESG priorities are embedded into our strategic and operational priorities. Management collected and reported the feedback to the Compensation Committee, and the Committee decided to integrate our core values of Diversity, Equity & Inclusion into compensation decisions made for our associates who supervise a team of others, which range from store department leaders through our senior officers. Specifically, one of several performance goals established for these associates and senior officers relate to improvement in the Diversity, Equity and Inclusion category score as measured by our annual Associate Insights Survey and active mentorship and development of at least one other associate with a different background. These performance goals will be factored into compensation decisions for these associates and senior officers, including salary increases and the amount of the annual grant of equity awards, consistent with our program design as described herein.

2021 Compensation Program Overview

The fixed and at-risk pay elements of the NEO compensation program are reflected in the following table and charts.

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Fiscal Year 2021 CEO Compensation

The Compensation Committee establishes Mr. McMullen’s target direct compensation such that only 9% of his compensation is fixed. The remaining 91% of target compensation is at-risk, meaning that the actual compensation Mr. McMullen receives will depend on the extent to which the Company achieves the performance metrics set by the Compensation Committee, and with respect to all of the equity vehicles, the future value of Kroger common shares.

The table below compares fiscal 2021 to 2020 target direct compensation. Target total direct compensation is a more accurate reflection of how the Compensation Committee benchmarks and establishes CEO compensation than the disclosure provided in the Summary Compensation Table, which table includes a combination of actual base salaries and annual incentive compensation earned in the fiscal year, the grant date fair market value of at-risk equity compensation to be earned in future fiscal years, and the actuarial value of future pension benefits.

Increases to Mr. McMullen’s pay elements shown below were based on our independent compensation consultant’s examination of pay levels and the Committee’s intention to achieve median pay levels among our peer group. Target total compensation, which is the sum of target annual compensation and target long term compensation is positioned around market median. The increase in target long term compensation reflects the first increase in long term compensation since 2019.

($000s)

	Annual									Long-Term
Year	Salary			Target Annual Incentive			Total Annual			Performance Units			Restricted Stock			Stock Options			Total LTI			Target TDC			Increase
2021		$	1,355		$	2,500		$	3,855		$	5,500		$	3,300		$	2,200		$	11,000		$	14,855		+3.5%
2020		$	1,355		$	2,500		$	3,855		$	5,250		$	3,150		$	2,100		$	10,500		$	14,355

CEO and Named Executive Officer Target Pay Mix

The amounts used in the charts below are based on 2021 target total direct compensation for the CEO and the average of other Named Executive Officers. As illustrated below, 91% of the CEO’s target total direct compensation is at-risk. On average, 83% of the other Named Executive Officers’ compensation is at risk.

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Our Compensation Philosophy and Objectives

As one of the largest retailers in the world, our executive compensation philosophy is to attract and retain the best management talent as well as motivate these associates to achieve our business and financial goals. Kroger’s incentive plans are designed to reward the actions that lead to long-term value creation. We believe our strategy creates value for shareholders in a manner consistent with Kroger’s purpose: To Feed the Human Spirit. The Compensation Committee believes that there is a strong link between our business strategy, the performance metrics in our short-term and long-term incentive programs, and the business results that drive shareholder value.

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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.

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

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

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

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Compensation programs should be aligned with market practices.

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Compensation programs should serve to both motivate and retain talent.

The Compensation Committee has three related objectives regarding compensation:

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First, the Compensation Committee believes that compensation must be designed to attract and retain those individuals who are best suited to be an executive officer at Kroger.

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Second, a majority of compensation should help align the interests of our NEOs with the interests of our shareholders.

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Third, compensation should create strong incentives for the NEOs to achieve the annual business plan targets established by the Board, and to achieve Kroger’s long-term strategic objectives.

Summary of Key Compensation Practices

	What we do:				What we do not do:
	✓ Alignment of pay and performance ✓ Stock ownership guidelines for executives ✓ Multiple performance metrics under our short- and long-term performance-based plans discourage excessive risk taking and align with our long-term value creation strategy ✓ Double-trigger change in control provisions in all equity awards beginning in 2019 ✓ All long-term compensation is equity-based ✓ Engagement of an independent compensation consultant ✓ Robust clawback policy ✓ Ban on hedging, pledging, and short sales of Kroger securities ✓ Minimal perquisites				× No employment contracts with executive officers × No special severance or change in control programs applicable only to executive officers × No single trigger cash severance benefits upon a change in control × No cash component in long-term incentive plans × No tax gross-up payments for executives × No special executive life insurance benefit × No re-pricing or backdating of options without shareholder approval × No guaranteed salary increases or bonuses × No payment of dividends or dividend equivalents until performance units are earned × No evergreen or reload feature; no shares added to stock plan without shareholder approval

Establishing Each Component of Executive Compensation

The Compensation Committee recommends, and the independent members of the Board determine, each component of the CEO’s compensation. The CEO recommends, and the Compensation Committee determines, each component of the other NEOs’ compensation. The Compensation Committee and the Board determined compensation in March of 2021. Equity awards were granted in March and salary and annual incentive plan increases were effective as of April 1, 2021.

The Compensation Committee determines the amount of NEO’s salary, annual cash incentive plan target, and long-term equity compensation by taking into consideration numerous factors including:

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An assessment of individual contribution and performance;

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Benchmarking with comparable positions at peer group companies;

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Level in organization and tenure in role; and

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Internal equity among executives.

The assessment of individual contribution and performance is a qualitative determination, based on the following factors:

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Leadership;

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Contribution to the executive officer group;

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Achievement of established performance objectives;

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Decision-making abilities;

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Performance of the areas or groups directly reporting to the NEO;

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Support of company culture;

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Strategic thinking; and

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Demonstrated commitment to Kroger’s Values: Safety, Honesty, Integrity, Respect, Diversity, and Inclusion.

At the end of each year, individual performance is evaluated based on the NEO’s performance objectives listed above, and the results of that evaluation are used in the determination of salary increases and the grant amount of all annual equity awards: restricted stock and stock options, which are time based, and performance units granted under the long-term incentive plan, which are performance based.

Elements of Compensation

Salary

Our philosophy with respect to salary is to provide a sufficient and stable source of fixed cash compensation that is competitive with the market to attract and retain a high caliber leadership team. NEO salaries, effective April 1, 2020 and April 1, 2021, were as follows:

	2020 Base Salary			2021 Base Salary
W. Rodney McMullen		$	1,355,000		$	1,355,000
Gary Millerchip		$	625,000		$	750,000
Stuart W. Aitken		$	860,000		$	885,000
Yael Cosset		$	701,000		$	750,000
Timothy A. Massa		$	700,000		$	800,000

2021 Annual Incentive Plan

The NEOs participate in a corporate performance-based annual cash incentive plan. The value of annual cash incentive awards that the NEOs earn each year is based upon Kroger’s overall company performance compared to goals established by the Compensation Committee based on the business plan adopted by the Board of Directors.

A minimum level of performance must be achieved before any payout is earned, while a payout of up to 210% of target incentive potential can be achieved for superior performance on the corporate plan metrics. There are no guaranteed or minimum payouts; if none of the performance goals are achieved, then none of the incentive amount is earned and no payout is made.

The annual cash incentive plan is designed to encourage decisions and behavior that drive the annual operating results and the long-term success of the Company. Kroger’s success is based on a combination of factors, and accordingly the Compensation Committee believes that it is important to encourage behavior that supports multiple elements of our business strategy.

The corporate annual cash incentive plan is a broad-based plan used across the Kroger enterprise. Approximately 53,190 associates are eligible to receive incentive payouts based all or in part on the incentive plan described below.

NEO target incentive potentials for fiscal years 2020 and 2021, were as follows:

	2020 Target Annual Incentive			2021 Target Annual Incentive
W. Rodney McMullen		$	2,500,000		$	2,500,000
Gary Millerchip		$	700,000		$	825,000
Stuart W. Aitken		$	700,000		$	825,000
Yael Cosset		$	700,000		$	825,000
Timothy A. Massa		$	600,000		$	650,000

2021 Annual Incentive Plan Metrics

Metric

Rationale for Use

Sales and Profit Grid, maximum payout of 200%

ID Sales, excluding Fuel

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Identical Sales (“ID Sales”) represent sales, excluding fuel, at our supermarkets that have been open without expansion or relocation for five full quarters, plus sales growth at all other customer-facing non-supermarket businesses, including Kroger Specialty Pharmacy and ship to home solutions.

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We believe that ID Sales are the best measure of real growth of our sales across the enterprise. A key driver of our model is ID Sales growth.

Adjusted FIFO Operating Profit, including Fuel

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This financial metric equals gross profit, excluding the LIFO charge, minus OG&A, minus rent, and minus depreciation and amortization.

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Adjusted FIFO Operating Profit, including fuel, is a key measure of company success as it tracks our earnings from operations, and it measures our day-to-day operational effectiveness. It is a useful measure to investors because it reflects the revenue and expense that a company can control.

Kicker, worth an additional 10%

Produce Kicker

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Produce is a primary driver of where customers choose to shop, and it is a key component of our ability to be Fresh for Everyone.

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An additional 10% is earned if Kroger achieves certain pre-determined goals with respect to produce share.

Since the start of the COVID-19 pandemic, Kroger’s most urgent priority was to provide a safeguarded environment with open stores, stocked shelves, comprehensive digital solutions and an efficiently-operating supply chain, so that our communities continued to have access to fresh, affordable food and essentials during the pandemic. Customer behavior changed dramatically during 2020 as shoppers started stockpiling food and essentials, shifted from food away from home to food at home, consolidated trips, spent more per transaction, and added new categories of items to their Kroger basket.

We believe that ID Sales are the best measure of real growth of our sales across the enterprise. Identical Sales is a year over year comparison representing sales, excluding fuel, at our supermarkets that have been open without expansion or relocation for five full quarters, plus sales growth at all other customer-facing non-supermarket businesses. To illustrate the effect of the pandemic on our business, Kroger reported 2020 ID sales, without fuel, of an unprecedented 14.1% compared to 2019 ID sales, without fuel, of 2.0% and 2018 ID sales, without fuel, of 1.8%.

We knew going into 2021 how difficult it would be to cycle the tough comparisons from 2020, with its 14.1% ID sales growth. Because ID sales is a year over year measure, and we had extraordinary results in 2020, we expected our ID sales to turn negative in 2021. Accordingly, internally and in our public disclosures, we evaluated our performance using a 2-year period to more accurately measure our underlying momentum. Our fiscal year 2021 guidance provided both an ID sales, without fuel, range of negative 3% to negative 5% and on a 2-year stacked basis, a range of 9% to 11%.

Going into 2021, there remained an extraordinary number and degree of unknowns that could have impacted our results. The Compensation Committee considered, among other factors, the course of the pandemic, including new COVID variants, availability and outcomes of vaccine programs, continuing sales trends, food at home and food away from home trends, inflation/deflation, and other potential market influencing events. To account for these unknowns, the Compensation Committee designed the annual incentive plan with a first half performance period and a second half performance period, with a mechanism to evaluate at mid-year whether the assumptions underlying the performance goals were still applicable for the second half of the year. The Compensation Committee undertook that analysis mid-year and determined that the assumptions underlying the plan had changed meaningfully. Therefore, the Committee decided to adopt a more stringent ID sales, without fuel, goal for the second half performance period.

Potential payouts under the plan are based on Company performance on two primary metrics, ID Sales, excluding Fuel, and Adjusted FIFO Operating Profit, including Fuel. The performance objectives for both the First Half 2021 and Second Half 2021 Corporate Incentive Plan are shown in the grids below, with payouts interpolated for actual performance between levels.

The goals established by the Compensation Committee for First Half 2021, consisting of 7 fiscal periods, and Second Half 2021, consisting of 6 fiscal periods, the actual results, and the incentive percentage earned for the performance metrics of the First Half 2021 and Second Half 2021 Corporate Incentive Plan were as follows. Although the plan was designed with two performance periods, there was one payout in March 2022.

First Half 2021 (7 fiscal periods) Corporate Incentive Plan Metrics Grid

ID Sales, excluding Fuel and Adjusted FIFO Operating Profit, including Fuel

		ID Sales, excluding Fuel
		-8.10%		-7.10%		-5.10%		-3.10%		-2.10%
Adjusted FIFO Operating Profit,	≥1,719		0%		12%		20%		32%		40%
including Fuel	≥1,829		20%		50%		80%		100%		115%
($ in millions)	≥1,939		40%		80%		100%		120%		160%
	≥2,049		70%		100%		120%		150%		180%
	≥2,159		110%		120%		140%		180%		200%

	Key Attributes and Skills of All Director Nominees
	• 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 focus on promoting equality • 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 their role as a public company director and the fiduciary duties owed to shareholders • Intellectual and analytical skills