Karen Hoguet
KROGERAbout Karen M. Hoguet
Karen M. Hoguet (age 68) is an independent director of The Kroger Co. (KR) since 2019, designated an Audit Committee financial expert and currently chairs the Finance Committee while serving on the Audit Committee . She is the former CFO of Macy’s, Inc. (1997–2018) and served as strategic advisor to the CEO until her retirement in 2019, bringing deep retail finance and transformation experience to KR’s board . KR’s Board has determined she is independent under NYSE standards; all five Board committees are fully independent and hold regular executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | Chief Financial Officer | Oct 1997 – Jul 2018 | Led omnichannel transformation; extensive finance, investor relations, M&A, treasury, tax; strategic advisor to CEO until 2019 |
| Federated Department Stores/Macy’s | Senior executive (prior roles) | Not disclosed | Key role in turnaround through acquisitions, divestitures, omnichannel model, real estate strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nielsen Holdings plc | Director (prior); Chair, Audit; Member, Finance | Not disclosed | Board leadership in audit and finance oversight |
| UC Health | Director | Current (not dated) | Board member; committees not disclosed |
Board Governance
- Committee assignments: Chair, Finance Committee; Member, Audit Committee .
- Audit Committee financial expert designation; Audit Committee independence affirmed by the Board .
- Committee activity (2024): Audit (5 meetings) ; Finance (5 meetings) .
- Independence and attendance: KR determined all current independent directors meet NYSE independence standards; all incumbent directors attended at least 75% of Board and committee meetings in FY2024; all directors attended the prior annual meeting .
- Executive sessions of independent directors occur regularly at Board and committee levels .
- Related-party transactions oversight: Audit Committee reviews and approves related-party transactions; no director had material relationships with KR; transactions with certain companies affiliated with other directors were ordinary-course and below independence thresholds .
Fixed Compensation
| Component (Independent Director) | Amount |
|---|---|
| Annual cash retainer | $105,000 |
| Audit Committee membership fee | $10,000 |
| Finance Committee Chair fee | $20,000 |
| Fees earned or paid in cash (Karen M. Hoguet, FY2024) | $134,196 |
Notes:
- KR does not list per-meeting fees; director compensation comprises cash retainers/committee fees plus annual equity incentive shares .
Performance Compensation
| Grant | Date | Shares/Units | Grant-Date Fair Value |
|---|---|---|---|
| Annual incentive shares (independent directors) | Jul 15, 2024 | 3,810 incentive shares | $198,577 |
| Stock awards (Karen M. Hoguet, FY2024) | FY2024 | — | $198,577 |
Additional mechanics and safeguards:
- Directors may defer receipt of all annual incentive shares under the nonqualified deferred compensation plan; deferred incentive shares are delivered within 30 days after six months post-separation .
- Director stock ownership guidelines: independent directors must own shares equal to 5x annual base cash retainer; compliance reviewed by Corporate Governance Committee .
- Prohibition on hedging, pledging, and short sales by directors and executives .
- KR maintains robust clawback/recoupment policies aligned with NYSE and Exchange Act Section 10D .
Other Directorships & Interlocks
| Company/Institution | Role | Overlap/Interlock Risk |
|---|---|---|
| Nielsen Holdings plc (prior) | Board Director; Audit Chair; Finance Committee member | No KR-related transactions disclosed involving Hoguet |
| UC Health | Board Director | No KR-related transactions disclosed involving Hoguet |
Expertise & Qualifications
- Retail finance and operations: CFO of Macy’s with expertise across financial planning, investor relations, M&A, accounting, treasury, tax; strategic planning; credit card services; real estate .
- Transformation track record: Led Federated/Macy’s turnaround to omnichannel leader via acquisitions/divestitures and real estate strategy .
- Board-level finance: Designated Audit Committee financial expert at KR; prior audit chair at Nielsen .
- Risk and analytical capability: Recognized for identifying risks/opportunities; broad cross-functional business acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Karen M. Hoguet | 27,586 | Includes 2,075 shares held by spouse; Hoguet disclaims beneficial ownership of spouse’s shares |
| Ownership as % of outstanding | <1% for each director; directors and officers as a group own ~0.4% | — |
| Options (exercisable by June 27, 2025) | — | None indicated for Hoguet |
Stock ownership governance:
- Guideline: 5x annual base cash retainer for independent directors .
- Restrictions: No hedging/pledging/short sales permitted .
Governance Assessment
-
Strengths
- Independent director with deep retail CFO credentials; designated Audit Committee financial expert .
- Finance Chair overseeing capital allocation, dividend/buybacks, capital structure, hedging/derivatives, and pension asset management—critical for investor confidence in KR’s cash deployment and risk management .
- Active Audit Committee role in financial reporting, internal controls, cybersecurity, and related-party oversight .
- Attendance and engagement: Board met nine times in FY2024 with all directors ≥75% attendance; independent executive sessions and robust shareholder engagement program .
- Alignment: Annual equity incentive shares; ownership guidelines at 5x retainer; anti-hedging/pledging policies; clawbacks in place .
-
Potential risks/considerations
- Succession horizon: KR’s retirement policy generally requires directors to retire at the annual meeting following their 72nd birthday (with limited exceptions); at age 68, succession planning for committee leadership should be monitored over the medium term .
- No specific conflicts disclosed: Audit Committee policy governs related-party transactions and none are disclosed for Hoguet; continue monitoring for interlocks or transactions involving external boards .
-
Broader governance signals
- Say-on-pay support: 91% approval in 2024 indicates shareholder alignment on KR’s pay practices and governance environment, supportive of overall board credibility .
- Committee independence and expertise across finance and audit enhance board effectiveness for capital allocation and risk oversight .
RED FLAGS: None disclosed for Hoguet regarding attendance shortfalls, related-party transactions, hedging/pledging, or tax gross-ups .