Cover
Cover | 12 Months Ended |
Jan. 28, 2023 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | THE KROGER CO. |
Entity Central Index Key | 0000056873 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid,” or “CAP,” and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A beginning on page 46. PAY VERSUS PERFORMANCE TABLE* (a) (b) (c) (d) (e) (f) (g) (h) Value of Initial Fixed 5 Year Summary 1 Compensation 2 Average 3 Average 4 Total Peer Net 6 Adjusted 7 2022 19,209,843 23,325,794 6,117,423 6,281,085 178.23 140.77 2,244 5,079 2021 18,168,730 36,111,316 5,644,957 9,323,327 168.66 145.25 1,655 4,310 2020 22,373,574 29,840,084 6,932,437 9,191,933 131.19 123.01 2,585 4,056 *Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar. 1. During fiscal 2020, 2021, and 2022, Mr. McMullen served as our Principal Executive Officer (“PEO”). The dollar amounts reported in column (b) are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table (“SCT”). 2. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. McMullen as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. McMullen during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McMullen’s total compensation for each year to determine the CAP: PEO SCT Total to CAP Reconciliation Year Reported Reported Summary (a) Equity Award (b) ($) Reported Summary (c) Plus: Pension (b)(c) Compensation 2022 19,209,843 12,667,275 16,783,226 - - 23,325,794 2021 18,168,730 10,999,185 28,941,771 - - 36,111,316 2020 22,373,574 13,001,622 22,126,697 1,658,565 - 29,840,084 a) The amounts included in this column are the amounts reported in “Stock Awards” and “Option Awards” column of the SCT for each applicable year and are subtracted from the Reported Summary Compensation Table for PEO. b) The equity award and pension benefit adjustments for each applicable year were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K as follow: the equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the PEO are provided in the table below: PEO Equity Award Adjustments Year Year End Fair Value YoY Change in Fair Fair Value as of Year over Year Total Equity Award 2022 9,214,146 (855,562 ) - 8,424,642 16,783,226 2021 17,014,361 2,769,331 - 9,158,079 28,941,771 2020 12,561,917 6,145,551 - 3,419,229 22,126,697 c) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualifed Deferred Compensation” of the SCT for each applicable year. Total Pension Benefit Adjustments are equal to the Pension Service Costs incurred during the relevant period. No Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period. 3. The dollar amounts reported in column (d) represent the average of the amounts reported for our non-PEO NEOs as a group in the Total column of the SCT in each applicable year. The names of each of these NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for Fiscal 2022 and 2021, Mr. Millerchip, Mr. Aitken, Mr. Cosset, and Mr. Massa; and (ii) for Fiscal 2020, Mr. Millerchip, Mr. Aitken, Mr. Cosset, and Mr. Donnelly. 4. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group as identified in footnote 3 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for these NEOs as a group for each year to determine the CAP using the same methodology as described in footnote 2: Average Non-PEO NEOs Summary Compensation Table Total to CAP Reconciliation Year Average Average Average Equity (a) ($) Average (b) ($) Plus: Average Average 2022 6,117,423 3,783,616 3,947,278 - - 6,281,085 2021 5,644,957 3,174,785 6,853,155 - - 9,323,327 2020 6,932,437 3,807,225 6,291,210 224,490 - 9,191,933 (a) The amounts deducted or added in calculating the total average equity award adjustments are provided in the table below: Equity Award Adjustments for Non-PEO NEOs Year Average Year End ($) Year over Year ($) Average Fair Value Year over Year Total Average 2022 2,606,281 (259,317 ) - 1,600,314 3,947,278 2021 4,424,764 667,315 - 1,761,076 6,853,155 2020 4,033,879 1,507,771 - 749,561 6,291,210 (b) Total Pension Benefit Adjustments are equal to the Pension Service Costs incurred during the relevant period. No Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period. Only Mr. Donnelly participated in the pension plan. 5. Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The peer group selected by the Company for purposes of the TSR benchmarking for the pay versus performance disclosures is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The Peer Group consists of Albertsons Companies, Inc. (included from June 26, 2020 when it began trading), Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corp., Walgreens Boots Alliance Inc. and Walmart Inc. The cumulative TSR depicts a hypothetical $100 investment in Kroger common shares on February 1, 2020, and shows the value of that investment over time (assuming the reinvestment of dividends) for each calendar year. A hypothetical $100 investment in the Peer Group using the same methodology is shown for comparison. 6. Net income is as reported in the Company’s audited financial statements for the applicable year in accordance with U.S. GAAP. 7. Adjusted FIFO Operating Profit equals gross profit, excluding the LIFO charge, minus OG&A, minus rent, and minus depreciation and amortization. For a reconciliation of non-GAAP information, see pages 27 – 33 of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the SEC on March 28, 2023. | ||
Company Selected Measure Name | Adjusted FIFO Operating Profit | ||
Named Executive Officers, Footnote [Text Block] | 1. During fiscal 2020, 2021, and 2022, Mr. McMullen served as our Principal Executive Officer (“PEO”). The dollar amounts reported in column (b) are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table (“SCT”). 3. The dollar amounts reported in column (d) represent the average of the amounts reported for our non-PEO NEOs as a group in the Total column of the SCT in each applicable year. The names of each of these NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for Fiscal 2022 and 2021, Mr. Millerchip, Mr. Aitken, Mr. Cosset, and Mr. Massa; and (ii) for Fiscal 2020, Mr. Millerchip, Mr. Aitken, Mr. Cosset, and Mr. Donnelly. | ||
Peer Group Issuers, Footnote [Text Block] | 5. Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The peer group selected by the Company for purposes of the TSR benchmarking for the pay versus performance disclosures is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The Peer Group consists of Albertsons Companies, Inc. (included from June 26, 2020 when it began trading), Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corp., Walgreens Boots Alliance Inc. and Walmart Inc. The cumulative TSR depicts a hypothetical $100 investment in Kroger common shares on February 1, 2020, and shows the value of that investment over time (assuming the reinvestment of dividends) for each calendar year. A hypothetical $100 investment in the Peer Group using the same methodology is shown for comparison. | ||
PEO Total Compensation Amount | $ 19,209,843 | $ 18,168,730 | $ 22,373,574 |
PEO Actually Paid Compensation Amount | $ 23,325,794 | 36,111,316 | 29,840,084 |
Adjustment To PEO Compensation, Footnote [Text Block] | 2. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. McMullen as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. McMullen during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McMullen’s total compensation for each year to determine the CAP: PEO SCT Total to CAP Reconciliation Year Reported Reported Summary (a) Equity Award (b) ($) Reported Summary (c) Plus: Pension (b)(c) Compensation 2022 19,209,843 12,667,275 16,783,226 - - 23,325,794 2021 18,168,730 10,999,185 28,941,771 - - 36,111,316 2020 22,373,574 13,001,622 22,126,697 1,658,565 - 29,840,084 a) The amounts included in this column are the amounts reported in “Stock Awards” and “Option Awards” column of the SCT for each applicable year and are subtracted from the Reported Summary Compensation Table for PEO. b) The equity award and pension benefit adjustments for each applicable year were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K as follow: the equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the PEO are provided in the table below: PEO Equity Award Adjustments Year Year End Fair Value YoY Change in Fair Fair Value as of Year over Year Total Equity Award 2022 9,214,146 (855,562 ) - 8,424,642 16,783,226 2021 17,014,361 2,769,331 - 9,158,079 28,941,771 2020 12,561,917 6,145,551 - 3,419,229 22,126,697 c) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualifed Deferred Compensation” of the SCT for each applicable year. Total Pension Benefit Adjustments are equal to the Pension Service Costs incurred during the relevant period. No Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period. | ||
Non-PEO NEO Average Total Compensation Amount | $ 6,117,423 | 5,644,957 | 6,932,437 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 6,281,085 | 9,323,327 | 9,191,933 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 4. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group as identified in footnote 3 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for these NEOs as a group for each year to determine the CAP using the same methodology as described in footnote 2: Average Non-PEO NEOs Summary Compensation Table Total to CAP Reconciliation Year Average Average Average Equity (a) ($) Average (b) ($) Plus: Average Average 2022 6,117,423 3,783,616 3,947,278 - - 6,281,085 2021 5,644,957 3,174,785 6,853,155 - - 9,323,327 2020 6,932,437 3,807,225 6,291,210 224,490 - 9,191,933 (a) The amounts deducted or added in calculating the total average equity award adjustments are provided in the table below: Equity Award Adjustments for Non-PEO NEOs Year Average Year End ($) Year over Year ($) Average Fair Value Year over Year Total Average 2022 2,606,281 (259,317 ) - 1,600,314 3,947,278 2021 4,424,764 667,315 - 1,761,076 6,853,155 2020 4,033,879 1,507,771 - 749,561 6,291,210 (b) Total Pension Benefit Adjustments are equal to the Pension Service Costs incurred during the relevant period. No Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period. Only Mr. Donnelly participated in the pension plan. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | KROGER TSR GRAPHICAL REPRESENTATION | ||
Compensation Actually Paid vs. Net Income [Text Block] | NET INCOME GRAPHICAL REPRESENTATION | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | COMPANY SELECTED METRIC – Adjusted FIFO Operating Profit | ||
Tabular List [Table Text Block] | Most Important Performance Measures The three measures listed below represent the most important financial performance measures used by the Company to link CAP to Company performance for the 2022 fiscal year, ● Adjusted FIFO Operating Profit ● ID sales, without fuel ● Adjusted net earnings per diluted share attributable to The Kroger Co. For a reconciliation of non-GAAP information, see pages 27 – 33 of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the SEC on March 28, 2023. | ||
Total Shareholder Return Amount | $ 178.23 | 168.66 | 131.19 |
Peer Group Total Shareholder Return Amount | 140.77 | 145.25 | 123.01 |
Net Income (Loss) | $ 2,244,000,000 | $ 1,655,000,000 | $ 2,585,000,000 |
Company Selected Measure Amount | 5,079,000,000 | 4,310,000,000 | 4,056,000,000 |
PEO Name | Mr. McMullen | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | ●Adjusted FIFO Operating Profit | ||
Non-GAAP Measure Description [Text Block] | 7. Adjusted FIFO Operating Profit equals gross profit, excluding the LIFO charge, minus OG&A, minus rent, and minus depreciation and amortization. For a reconciliation of non-GAAP information, see pages 27 – 33 of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the SEC on March 28, 2023. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | ●ID sales, without fuel | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | ●Adjusted net earnings per diluted share attributable to The Kroger Co. | ||
Mr. McMullen [Member] | Reported Summary Compensation Table Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 12,667,275 | $ 10,999,185 | $ 13,001,622 |
Mr. McMullen [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 16,783,226 | 28,941,771 | 22,126,697 |
Mr. McMullen [Member] | Reported Change in the APV of Pension Benefits in Summary Compensation Table [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,658,565 | ||
Mr. McMullen [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 9,214,146 | 17,014,361 | 12,561,917 |
Mr. McMullen [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (855,562) | 2,769,331 | 6,145,551 |
Mr. McMullen [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 8,424,642 | 9,158,079 | 3,419,229 |
Non-PEO NEO [Member] | Reported Summary Compensation Table Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,783,616 | 3,174,785 | 3,807,225 |
Non-PEO NEO [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,947,278 | 6,853,155 | 6,291,210 |
Non-PEO NEO [Member] | Reported Change in the APV of Pension Benefits in Summary Compensation Table [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 224,490 | ||
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,606,281 | 4,424,764 | 4,033,879 |
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (259,317) | 667,315 | 1,507,771 |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 1,600,314 | $ 1,761,076 | $ 749,561 |