Elaine Chao
KROGERAbout Elaine L. Chao
Elaine L. Chao, age 72, has served as an independent director of The Kroger Co. since 2021. She previously served as the 18th U.S. Secretary of Transportation (2017–2021) and the 24th U.S. Secretary of Labor (2001–2009), and holds an MBA from Harvard Business School; she has received 38 honorary doctorate degrees . On Kroger’s Board, she brings extensive public, private, and non-profit leadership experience with strengths in strategy, logistics/transportation, and workforce issues; she currently sits on the Corporate Governance Committee and the Public Responsibilities Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Transportation | Secretary of Transportation | 2017–2021 | Led a cabinet department in a complex regulatory/public policy environment |
| U.S. Department of Labor | Secretary of Labor | 2001–2009 | Established a record number of health and safety partnerships with labor unions |
| United Way of America | President & CEO | Not disclosed | Led a national non-profit organization |
| Peace Corps | Director | Not disclosed | Launched first Peace Corps programs in the Baltics and former Soviet republics (incl. Ukraine) |
| Citicorp; BankAmerica Capital Markets Group | Banker | Not disclosed | Financial services and capital markets experience |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| ChargePoint Holdings, Inc. | Director | Current | Company focuses on sustainable, environmentally friendly transportation |
| Mobileye Global Inc. | Director | Current | Leader in advanced driver-assistance/autonomous driving technologies |
| Embark Technology, Inc. | Director | Served in last 5 years | Former directorship within last five years |
| Hyliion Holdings Corp. | Director | Served in last 5 years | Former directorship within last five years |
| Harvard Business School | Board of Dean’s Advisors; Global Advisory Board | Current | Non-profit/academic governance |
| LA 2028 Organizing Committee | Board member | Current | Non-profit governance (Olympic & Paralympic Games) |
| Kennedy Center for the Performing Arts | Trustee | Current | Non-profit governance |
Board Governance
- Committee assignments: Member, Corporate Governance Committee; Member, Public Responsibilities Committee (not a chair) .
- Independence: The Board determined all independent director nominees (including Chao) meet NYSE independence standards; no material relationships with Kroger disclosed .
- Attendance and engagement: In fiscal 2024, the Board met 9 times; all incumbent directors attended at least 75% of aggregate Board/committee meetings; all Board members attended last year’s annual meeting .
- 2024 committee activity (for her committees): Corporate Governance Committee met 2 times; Public Responsibilities Committee met 3 times .
- Executive sessions: Regular executive sessions of independent directors at Board and Committee levels are part of Kroger’s governance practices .
- Lead independent oversight: Mark S. Sutton serves as Lead Director and Chair of the Corporate Governance Committee as of March 2025, coordinating independent director oversight .
- Retirement policy: Directors retire at the annual meeting following age 72, except those with fewer than 10 years of service may serve until the earlier of age 75 or their 10‑year anniversary, or as extended by the Board .
Fixed Compensation
| Item | Detail | Source |
|---|---|---|
| 2024 Fees Earned (Cash) | $104,375 | |
| 2024 Stock Awards (Grant-date fair value) | $198,577 | |
| 2024 Total Director Compensation | $302,952 | |
| Standard annual cash retainer (independent director) | $105,000 | |
| Additional annual retainers | Lead Director: $40,000; Audit member: $10,000; Audit Chair: $25,000; other Committee Chairs: $20,000 | |
| Annual equity grant guideline | ~ $200,000 in incentive shares (Kroger common shares) | |
| Deferred compensation plan | Directors may defer up to 100% of cash retainer and/or all incentive shares |
Notes: Independent director compensation is reviewed by the Corporate Governance Committee; compensation was adjusted in 2023 and is reviewed periodically .
Performance Compensation
| Equity Award | Grant details | Vesting/Deferral | Source | |---|---|---| | 2024 Annual Director Incentive Shares | On July 15, 2024, each independent director received 3,810 incentive shares (grant-date fair value $198,577) | Directors may elect to defer receipt of all annual incentive shares into deferred stock accounts | |
Additional governance features relevant to incentives: robust clawback/recoupment policy; prohibition on hedging, pledging, and short sales by directors and executive officers .
Other Directorships & Interlocks
| Potential Interlock/Transaction | Disclosure | Governance Determination |
|---|---|---|
| Related‑party transactions policy and oversight | Audit Committee reviews/approves related person transactions per written policy | Policy in place; approval only if in best interests of shareholders |
| Specific commerce with companies of sitting directors | Purchases from International Paper (Mark Sutton’s former company) and Dell (Kevin Brown’s employer) reviewed | Determined not to impair independence; ordinary course and below thresholds |
No related‑party transactions are disclosed for Elaine Chao; Board affirms independence for all independent nominees, including Chao .
Expertise & Qualifications
- Public policy and regulatory leadership from two U.S. cabinet roles; insight into logistics/transportation and workforce issues beneficial to a national grocer’s supply chain and labor oversight .
- Private/non-profit leadership: President & CEO of United Way of America; Director, Peace Corps; banker at Citicorp/BankAmerica; extensive board experience across public, private, and non-profit organizations .
- Education: MBA, Harvard Business School; 38 honorary doctorates .
- Board skill matrix: marked for Business Management, Consumer, Financial Expertise, Risk Management, Operations & Technology, Responsible Business Practices .
Equity Ownership
| Measure | Amount/Policy | Source |
|---|---|---|
| Beneficial ownership (as of April 28, 2025) | 16,495 Kroger shares | |
| Deferred incentive shares included above | 12,411 deferred incentive shares | |
| Directors’ ownership as % | No director owns as much as 1% of shares outstanding (665,853,060 shares outstanding) | |
| Stock ownership guideline (directors) | 5x annual base cash retainer; expected within five years of Board service | |
| Hedging/pledging | Prohibited for directors and executive officers |
Governance Assessment
- Strengths for investor confidence: Independent director with deep government/logistics and workforce oversight background; active service on Corporate Governance and Public Responsibilities Committees; Board confirms independence and strong governance practices (executive sessions, robust evaluation, clawbacks, anti‑hedging/pledging) .
- Alignment and incentives: Director pay mix balances modest cash retainer with equity (~$200k) and ownership guidelines (5x retainer); option to defer equity strengthens long-term alignment .
- Workload and interlocks: Outside public boards limited to two, consistent with Kroger policy that no director serves on more than three total public company boards, including Kroger; no related‑party transactions disclosed for Chao .
- Risk indicators and potential red flags: None disclosed for Chao in the proxy; Board-level prohibitions on hedging/pledging and rigorous related‑party review mitigate alignment/conflict risks .
- Tenure/retirement horizon: Age‑based retirement policy provides orderly succession planning; directors with fewer than ten years of service may serve until the earlier of age 75 or 10‑year anniversary, or as extended by the Board .