Anne Gates
KROGERAbout Anne Gates
Anne Gates, age 65, is an independent director of The Kroger Co. since 2015; she serves as Chair of the Audit Committee and is a member of the Corporate Governance Committee, and has been designated an “Audit Committee Financial Expert” under SEC rules . Her prior operating roles include President of MGA Entertainment (2014–2017) and senior leadership at The Walt Disney Company, including CFO of Disney Consumer Products and Managing Director for DCP Europe and emerging markets (1992–2012) . All director nominees, other than the CEO, are independent under NYSE rules, and the Board reported all incumbents attended at least 75% of Board and committee meetings in fiscal 2024 (the Board held nine meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGA Entertainment, Inc. | President | 2014–2017 | Led a privately held consumer products company; contributed financial and operating expertise . |
| The Walt Disney Company (Disney Consumer Products) | CFO, Disney Consumer Products; Managing Director, DCP Europe & emerging markets; other roles of increasing responsibility | 1992–2012 | Brought finance, international, strategy and business development experience relevant to retail/CPG; underpins “financial expert” designation . |
External Roles
| Company/Organization | Role | Committees/Responsibilities |
|---|---|---|
| Tapestry, Inc. | Chair of the Board; Chair of the Governance Committee; Audit Committee member; Tapestry Foundation Board | Oversees board governance and audit oversight at a large consumer brand company . |
| Raymond James Financial, Inc. | Director; Chair of Nominating and Corporate Governance; Audit Committee member | Leads governance, shareholder engagement and audit oversight at a financial services firm . |
| Salzburg Global Seminar; PBS SoCal; Save the Children; Packard Foundation | Director/Board member | Non-profit and foundation governance experience . |
Board Governance
- Committee assignments (2024 meeting cadence and scope):
- Audit Committee — Chair; 5 meetings; oversees financial reporting, internal controls, independent auditor, internal audit, enterprise risk incl. cybersecurity, legal/regulatory matters, compliance programs, Ethics Hotline, and approves related-party transactions .
- Corporate Governance Committee — Member; 2 meetings; oversees governance policies, director selection and refreshment, board/committee evaluations, director independence and compensation, shareholder engagement, and CEO evaluation process .
- Independence and expertise: Gates is independent and an “Audit Committee Financial Expert”; all Audit Committee members are independent and financially literate under NYSE/Rule 10A-3 . All five board committees are fully independent .
- Engagement/attendance: Board held nine meetings in FY2024; all incumbents ≥75% attendance; directors are expected to attend annual meetings (all attended in prior year) .
- Outside boards/overboarding control: Kroger limits directors to ≤3 public company boards including KR; current directors comply. Interim CEO serves on two other boards; Gates serves on Tapestry and Raymond James plus KR (3 total) .
- Conflicts oversight: Audit Committee reviews and approves related-party transactions; Board determined no director had material relationships with Kroger beyond board service, and purchases from companies affiliated with other directors (Dell, International Paper) did not impair independence under thresholds .
Fixed Compensation
| Component | Structure/Amount | Source |
|---|---|---|
| Annual cash retainer (independent director) | $105,000 | |
| Committee retainers | Audit Committee member: +$10,000; Audit Chair: +$25,000; other Committee Chairs: +$20,000 | |
| Lead Director retainer | +$40,000 | |
| 2024 cash fees actually paid — Anne Gates | $139,167 |
Performance Compensation
| Equity element | Grant detail | Vesting/Notes | Source |
|---|---|---|---|
| Annual “incentive shares” | On July 15, 2024, each independent director received 3,810 incentive shares; grant-date fair value $198,577 | Annual director equity grant (shares) valued ~ $200,000; deferrable under director plan | |
| 2024 stock award — Anne Gates | $198,577 | Aggregate grant-date fair value (ASC 718) |
Director equity is delivered as annual incentive shares (not performance-conditioned PSUs); Kroger prohibits director hedging and pledging of KR securities, reinforcing alignment .
Other Directorships & Interlocks
| Entity | Overlap/Interlock Relevance | Notes |
|---|---|---|
| Tapestry, Inc. | External consumer brand board | Governance/Audit leadership; no related-party transactions with Kroger disclosed . |
| Raymond James Financial, Inc. | External financial services board | Governance/Audit leadership; no related-party transactions with Kroger disclosed . |
Expertise & Qualifications
- Qualifications matrix includes Business Management, Retail, Consumer, Financial Expertise, Risk Management, Operations & Technology, Responsible Business Practices, and Manufacturing for Gates .
- Designated “Audit Committee Financial Expert” under SEC rules .
- Deep finance and international operating background (Disney Consumer Products CFO; MGA President) supporting audit oversight and strategic risk management .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (Anne Gates) | 51,971 common shares as of April 28, 2025 | |
| Deferred director shares included | 20,946 incentive shares deferred under director plan (included in ownership above) | |
| Options exercisable | None disclosed for Gates in table (options column blank for director) | |
| Ownership concentration | No director or officer owned ≥1% of shares; directors and officers as a group owned ~0.4% | |
| Shares outstanding (reference for context) | 665,853,060 common shares outstanding on April 28, 2025 | |
| Director stock ownership guideline | 5x annual base cash retainer; expected within five years | |
| Hedging/pledging | Prohibited for directors and executive officers |
Governance Assessment
- Strengths for investor confidence:
- Experienced Audit Chair with SEC “financial expert” designation; Audit Committee’s mandate includes enterprise risk, cybersecurity, and related-party oversight — critical to financial integrity .
- Strong governance credentials via current chair roles at Tapestry and Raymond James governance committees, enhancing board process rigor and shareholder engagement perspective at KR .
- Clear independence, no material related-party ties disclosed; robust prohibition on hedging/pledging and stock ownership guidelines for directors .
- Active engagement culture at KR (year‑round outreach) and supportive say‑on‑pay outcome (91% in 2024), supporting overall governance stability .
- Monitoring items (not red flags):
- Board workload: Gates serves on two other public boards in addition to KR; within Kroger’s cap (≤3), but time commitments should be monitored given Audit Chair responsibilities .
- Compensation/Alignment:
- Director pay mix is balanced: cash retainer plus meaningful equity (~$200k in shares annually), with ability to defer into stock units — supportive of long-term alignment .
No material governance red flags specific to Anne Gates were disclosed in the latest proxy (no related-person transactions, independence affirmed, attendance threshold met) .