Amanda Sourry
KROGERAbout Amanda Sourry
Amanda Sourry (age 61) is an independent director of The Kroger Co. (KR) since 2021, following a 30+ year career at Unilever where she served as President of North America (2018–2019) and President, Global Foods (2015–2017). Her core credentials span global consumer-packaged goods leadership, P&L oversight, brand management, talent and sustainability initiatives, and digital/customer development; at KR she serves on the Compensation & Talent Development and Finance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unilever | President, North America | 2018–2019 | Led U.S. and Canada operations; involved in global talent and sustainability initiatives |
| Unilever | President, Global Foods Category | 2015–2017 | Drove sustainable, profitable growth across global categories; P&L oversight |
External Roles
| Organization | Role | Committees |
|---|---|---|
| PVH Corp. | Director | Chair, Compensation; Member, Nominating, Governance & Management Development |
| OFI (Olam Food Ingredients) | Non-executive director | Remuneration & Talent; Audit & Risk; Sustainability |
| Trivium Packaging B.V. | Supervisory director | Board-level oversight; sustainability focus |
Board Governance
- Committee assignments: Member, Compensation & Talent Development; Member, Finance .
- Independence: KR Board determined all nominees other than the CEO are independent under NYSE rules; all five Board Committees are fully independent .
- Attendance: Board held nine meetings in fiscal 2024; all incumbent directors attended at least 75% of Board and Committee meetings; all directors attended last year’s virtual annual meeting .
- Lead independent director and executive sessions: Independent directors hold regular executive sessions led by the Lead Director; Corporate Governance Guidelines detail robust oversight and evaluations .
| Committee | Chair | 2024 Meetings | Sourry’s Role |
|---|---|---|---|
| Compensation & Talent Development | Clyde R. Moore | 6 | Member |
| Finance | Karen M. Hoguet | 5 | Member |
Fixed Compensation (Independent Director – FY2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $104,375 |
| Stock Awards (grant date fair value) | $198,577 (3,810 incentive shares granted July 15, 2024) |
| Total | $302,952 |
| Program terms | Annual cash retainer $105,000; Chair retainers (Audit Chair $25,000; other Chairs $20,000); Audit Committee members $10,000; annual equity grant ~ $200,000 |
Performance Compensation (Independent Director)
| Equity Grant | Grant Date | Shares | Grant Date Fair Value | Notes |
|---|---|---|---|---|
| Incentive Shares | Jul 15, 2024 | 3,810 | $198,577 | Director equity is time-based incentive shares; not tied to performance metrics |
KR prohibits hedging, pledging, and short sales by directors and executive officers; KR has robust executive clawback/recoupment policies (director equity not subject to performance metrics) .
Other Directorships & Interlocks
- PVH Corp. (apparel; limited direct overlap with grocery operations) .
- OFI (global food ingredient supplier) — potential supplier proximity to KR’s value chain; no related-person transactions disclosed involving Sourry; KR’s Audit Committee reviews and approves related party transactions per policy .
- Trivium Packaging B.V. (sustainable packaging) — potential ecosystem adjacency; no KR disclosures of related-person transactions tied to Sourry .
Expertise & Qualifications
- Consumer/Retail: Extensive CPG leadership; drove sustainable, profitable growth in developed and emerging markets .
- Talent & Sustainability: Active in Unilever’s global talent/sustainability; governance experience across compensation and audit/sustainability committees at PVH and OFI .
- Finance/Operations: P&L responsibility; customer development and digital oversight; aligns with KR’s strategic priorities and committee work .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Apr 28, 2025) | 19,038 |
| Options exercisable included | — (none reported) |
| Ownership as % of shares outstanding | ~0.0029% (19,038 / 665,853,060) |
| Director stock ownership guideline | 5× annual base cash retainer (=$525,000 target value) |
| Hedging/Pledging | Prohibited for directors |
| Deferrals | Directors may defer cash retainers and/or all annual incentive shares; Sourry not listed among directors with deferred incentive shares |
Note: Ownership percentage derived from disclosed shares outstanding of 665,853,060 .
Governance Assessment
- Board effectiveness: Sourry strengthens KR’s Compensation & Talent Development oversight through deep compensation governance and talent experience (chairs PVH’s Compensation Committee), while Finance Committee membership adds consumer/CPG-informed financial oversight; both committees are fully independent .
- Independence and engagement: KR confirms independence under NYSE standards; attendance thresholds met at Board/Committee level; regular independent director executive sessions support rigorous oversight .
- Alignment: Director equity grants and ownership guidelines (5× retainer) foster alignment; prohibitions on hedging/pledging mitigate misalignment risks .
- Conflicts/red flags: No related-person transactions disclosed for Sourry; KR’s Audit Committee policy governs and pre-approves ordinary-course transactions under thresholds. Korn Ferry provided both compensation committee advice and significant other services ($232,750 Committee vs. $1,643,911 other) but Compensation Committee determined independence and no conflicts — a watch item for consultant independence, mitigated by formal assessment .
- Shareholder signals: 2024 Say-on-Pay approval ~91% supports pay design credibility and governance stability; ongoing shareholder engagement includes committee oversight and board refresh processes .
RED FLAGS to monitor
- External supplier adjacency (OFI) — monitor for any disclosed transactions or changes in ordinary-course thresholds; none disclosed to date .
- Compensation consultant multi-service exposure — continued annual independence assessment advisable given scope of non-committee services .