Ashok Vemuri
KROGERAbout Ashok Vemuri
Independent director of The Kroger Co. (KR), age 57, serving on the Board since 2019. Former CEO of Conduent, IGATE, and senior executive at Xerox and Infosys; earlier career in investment banking at Deutsche Bank and Bank of America. Designated Audit Committee Financial Expert, with deep technology services, operations, finance, and cybersecurity oversight experience. Current KR committee assignments: Audit and Finance; previously served on the Public Responsibilities Committee. Independent under NYSE rules. Attendance: all incumbent directors (including Mr. Vemuri) attended at least 75% of Board and committee meetings in fiscal 2024, and all directors attended the last annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conduent Incorporated | Chief Executive Officer and Director | 2017–2019 | Led transformation of global digital interactions company; technology, operations, and client-focus lens he brings to KR’s Audit/Finance oversight |
| Xerox Business Services, LLC / Xerox Corporation | CEO, Xerox Business Services; EVP, Xerox Corp | 2016 | Large-scale operations leadership ahead of Conduent spin separation |
| IGATE Corporation (now Capgemini) | President, CEO, and Director | 2013–2015 | Ran global technology/services company; growth and transformation experience |
| Infosys Limited | Various leadership and BD roles; Board member | 1999–2013 (board 2011–2013) | Enterprise technology and services P&L; board governance exposure |
| Deutsche Bank; Bank of America | Investment banking roles | Pre-1999 | Capital markets/finance background relevant to KR Finance Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Opal Fuels | Director; Chair, Audit Committee | Current | External audit chair role; strengthens KR’s audit/controls and risk oversight perspective |
Board Governance
- Independence: Independent under NYSE listing standards; all KR board committees are fully independent.
- Committee assignments (KR): Audit (member; designated Audit Committee Financial Expert); Finance (member). Previously served on Public Responsibilities Committee.
- Attendance: Board held 9 meetings in fiscal 2024; all incumbent directors attended ≥75% of Board+committee meetings; all directors attended last annual meeting.
- Audit Committee expertise: Board designates Vemuri (and others) as “Audit Committee Financial Experts”; Audit oversees financial reporting, internal controls, cybersecurity risk, related-party transactions, and enterprise risk.
- Executive sessions and governance process: Regular independent director executive sessions; annual board/committee self-assessments; robust shareholder engagement and proxy access.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (fees earned or paid in cash) | $114,315 | Includes base retainer and any applicable committee retainers per KR program; KR’s standard annual cash retainer for independent directors is $105,000; additional retainers apply for Audit Committee members (+$10,000) and certain chair/lead roles (not applicable to Vemuri). |
| Annual cash retainer (program reference) | $105,000 | Program level for all independent directors (not a separate payment on top of the cash figure above) |
Program features: No tax gross-ups; prohibition on hedging, pledging, and short sales for directors; robust stock ownership guidelines.
Performance Compensation (Director)
| Equity Element | Grant Date | Units/Shares | Grant-date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual incentive share award | July 15, 2024 | 3,810 shares | $198,577 | Annual director grant of Kroger common shares; proxy does not specify performance conditions for director awards; subject to company equity policies (hedging/pledging prohibited). |
Compensation structure observations:
- Mix (2024): approx. 37% cash ($114,315) / 63% equity ($198,577) — consistent with KR’s emphasis on equity alignment for directors.
- No options, bonuses, pensions, or perquisites disclosed for independent directors (aside from legacy pension eligibility for one director not including Vemuri).
- Deferral available: Directors may defer cash and/or the annual incentive shares under KR’s nonqualified director plan. (No deferral election for Mr. Vemuri is disclosed.)
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts Noted by KR |
|---|---|---|---|
| Opal Fuels | Director | Audit Committee Chair | None disclosed; KR related-party review policy assigns Audit oversight; no transactions disclosed involving Vemuri. |
- KR disclosure states no Compensation Committee interlocks; none of KR’s executive officers served on boards/comp committees with reciprocal relationships in 2024.
- Outside board service limits: No KR director serves on more than three total public company boards (including KR).
Expertise & Qualifications
- Audit/Finance: Audit Committee Financial Expert; finance and capital markets grounding from Deutsche Bank/Bank of America; audit chair experience at Opal Fuels.
- Technology/Operations: CEO experience at Conduent and IGATE; long tenure in global IT services (Infosys).
- Risk/Cyber: Specific experience with cybersecurity and risk oversight; KR’s Audit Committee also oversees cybersecurity program and incident reporting.
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (common shares) | 32,934 |
| Shares outstanding (as of 4/28/2025) | 665,853,060 |
| Ownership as % of shares outstanding | ~0.0049% (32,934 / 665,853,060 ) |
| Pledged shares | None permitted by policy; hedging/pledging/short sales prohibited for directors and executive officers. |
| Stock ownership guideline (director) | 5x annual base cash retainer. (Corporate Governance Committee monitors compliance; individual compliance status not disclosed.) |
Governance Assessment
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Strengths supporting investor confidence
- Financial stewardship and risk oversight: Audit and Finance Committee memberships; designated Audit Committee Financial Expert; external public-company audit chair role.
- Relevant domain expertise: Former CEO in tech-enabled services; deep operations/technology perspective aligned with KR’s digital, data, and cybersecurity oversight needs.
- Alignment mechanisms: Meaningful director equity grant ($198,577) and ownership of 32,934 shares; strong prohibitions on hedging/pledging; 5x retainer ownership guideline.
- Independence and engagement: Independent director; committees fully independent; attendance ≥75% standard met by all incumbents; robust board evaluation and shareholder engagement practices.
-
Potential risk indicators and monitoring points
- Related-party/Interlocks: No related-person transactions disclosed involving Vemuri; Audit Committee reviews and must approve any such items; continue to monitor any KR dealings with companies tied to his external roles.
- Time/commitment risk: Within KR’s outside board service guidelines (≤3 total public boards); currently 2 (KR + Opal Fuels).
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Compensation structure (director) impressions
- Balanced cash/equity, no options, no tax gross-ups; equity emphasis supports alignment; availability of deferral plan adds flexibility without undermining alignment due to anti-hedging/pledging rules.
No red flags disclosed: no related-party transactions, no hedging/pledging, independence affirmed, and attendance thresholds met. Continue to monitor any changes in outside roles, KR-related transactions, or ownership compliance disclosures.