Clyde Moore
KROGERAbout Clyde R. Moore
Clyde R. Moore, 71, has served on Kroger’s Board since 1997 and is an independent director. He is former Chairman and CEO of First Service Networks (2000–2014; Chairman until 2015), previously President & CEO of Thomas & Betts and President & COO of FL Industries; he currently leads Gliocas LLC, a management consulting firm. Moore helped found the Industry Data Exchange Association (IDEA), chaired the National Electric Manufacturers Association, served on the NAM Executive Committee, and was lead director on Mayer Electrical Supply’s advisory board until its 2021 sale—bringing deep facilities, manufacturing, and technology transformation expertise to Kroger; he chairs the Compensation & Talent Development Committee and sits on the Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Service Networks | Chairman & CEO; Chairman | 2000–2014 (CEO); 2014–2015 (Chairman) | Led national facility/maintenance services provider |
| Thomas & Betts | President & CEO | — | Led global manufacturer of electrical connectors/components |
| FL Industries | President & COO | — | Electrical component manufacturing leadership |
| Gliocas LLC | President & CEO | Current | Management consulting firm to small businesses/non-profits |
| Industry Data Exchange Association (IDEA) | Founding industry leader | — | Standardized product identification data for electrical industry/digital commerce |
| National Electrical Manufacturers Association (NEMA) | Chairman | — | Industry leadership |
| National Association of Manufacturers (NAM) | Executive Committee | — | Policy/industry governance |
| Mayer Electrical Supply (private) | Advisory Board; Lead Director | ~20 years; until late 2021 | Governance through sale |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in Kroger’s proxy for Mr. Moore |
| Private/non-profit boards | Advisory Board member and lead director at Mayer Electrical Supply (until 2021); President & CEO of Gliocas LLC |
Board Governance
- Committee roles: Chair, Compensation & Talent Development; Member, Corporate Governance .
- 2024 committee activity: Compensation (6 meetings) and Corporate Governance (2 meetings) .
- Independence: All committees are fully independent; all director nominees other than the CEO are independent, with the Board affirming independence under NYSE rules .
- Attendance: Board held nine meetings in fiscal 2024; all incumbent directors attended at least 75% of Board/committee meetings and all directors attended last year’s annual meeting .
- Say-on-pay and engagement signal: 2024 say-on-pay approval was ~91%; Board conducted year-round governance outreach, requesting meetings with holders of 61% of shares and meeting with holders of 24% .
- Retirement policy context: Directors retire at the annual meeting following their 72nd birthday (with limited exceptions); Moore is 71 .
Committee responsibilities (relevant to Moore)
| Committee | Role | 2024 Meetings | Scope (abbrev.) |
|---|---|---|---|
| Compensation & Talent Development | Chair | 6 | CEO/NEO pay, incentive plan metrics/design, peer group, HCM, succession; retains independent consultant |
| Corporate Governance | Member | 2 | Director nominations, committee chairs, Board/committee evaluations, independence reviews, director pay, shareholder engagement |
Fixed Compensation
Program structure (Independent Directors)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $105,000 |
| Lead Director retainer | +$40,000 |
| Audit Committee member | +$10,000 |
| Audit Committee Chair | +$25,000 |
| Other Committee Chair(s) | +$20,000 (applies to Moore as Comp Chair) |
| Annual equity grant | ~ $200,000 in incentive shares |
Clyde R. Moore – FY2024 Director Compensation
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $124,256 |
| Stock awards (annual incentive shares) | $198,577 |
| Legacy director pension value change (not in total) | ($37,438) decrease (excluded from table per SEC rules) |
| Total | $322,833 |
Notes:
- Independent directors first elected before July 17, 1997 receive an unfunded retirement benefit; only Mr. Moore is eligible; benefits begin at the later of retirement or age 65 .
- Directors may defer up to 100% of cash fees and/or all annual incentive shares; cash deferrals accrue at Kroger 10-year cost of debt and/or in phantom stock; distributions per elections .
Performance Compensation
| Equity Grant (FY2024) | Detail |
|---|---|
| Grant type | Annual incentive shares for independent directors (not performance-conditioned) |
| Grant date | July 15, 2024 |
| Shares granted | 3,810 (to each independent director then serving) |
| Grant date fair value | $198,577 |
| Deferral option | Directors may defer receipt of all annual incentive shares; shares delivered within 30 days after 6 months post-separation |
Program safeguards:
- Robust clawback policy (executive incentive compensation restatement recovery; additional recoupment provisions) .
- Prohibition on hedging, pledging, and short sales by directors and executive officers .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Moore beyond Kroger .
- Compensation Committee interlocks: None; no member (including Moore) was an officer or party to any related-person transaction requiring disclosure .
- Outside board service policy: No current director serves on more than three total public company boards (including KR) .
Expertise & Qualifications
- Skills matrix identifies Moore with Business Management, Financial Expertise, Risk Management, Operations & Technology, Responsible Business Practices, and Manufacturing—aligned with Kroger’s facilities, digital, and manufacturing oversight needs .
- The proxy highlights his “wealth of Fortune 500 experience in implementing technology transformations” and chairmanship of the Compensation Committee as particular value-adds .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (4/28/2025) | 125,957 |
| % of shares outstanding | <1% (no director/officer owned as much as 1%) |
| Stock ownership guideline | 5x annual base cash retainer for independent directors |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
- Strengths: Independent long-tenured chair of Comp & Talent Development; no comp committee interlocks; robust pay governance (independent consultant; clawback; no hedging/pledging); strong investor support on 2024 say‑on‑pay (~91%); solid attendance and structured shareholder engagement .
- Watch items: Moore is the only director eligible for a legacy director pension (now closed), an uncommon feature in modern boards; he is 71 and the Board’s retirement policy contemplates retirement at the meeting following age 72, with limited exceptions—implying potential near-term refreshment considerations .
- Conflicts/related parties: None disclosed for Moore; the Board’s related-person transaction policy is overseen by the Audit Committee, and the Board affirmed director independence under NYSE rules .