Kevin Brown
KROGERAbout Kevin Brown
Kevin M. Brown, age 62, has served as an independent director of The Kroger Co. since 2021. He is Executive Vice President of Global Operations and Chief Supply Chain Officer at Dell Technologies, with prior senior roles in procurement, product quality, and manufacturing; earlier in his career he spent 10 years at Newport News Shipbuilding in reactor plant engineering, construction management, and facilities. Brown is recognized for global supply chain innovation and sustainable business practices, and brings deep expertise in resilience, risk and crisis management, and circular economy operations to Kroger’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies | EVP Global Operations & Chief Supply Chain Officer | 2013–present; joined Dell in 1998 | Led one of the most efficient, sustainable, and innovative supply chains; authority on sustainable practices and circular economy; supply chain resilience and risk/crisis management . |
| Dell Technologies | Chief Procurement Officer; VP, ODM Fulfillment & Supply Chain Strategy | Pre-2013 | Built global procurement and ODM strategy capabilities . |
| Newport News Shipbuilding | Leadership roles in reactor plant engineering, construction management, facilities | ~10 years (pre-Dell) | Heavy-industry operations and engineering foundation relevant to manufacturing oversight . |
External Roles
| Organization | Role | Scope/Notes |
|---|---|---|
| Council on Foreign Relations | National Committee | Policy and geopolitical insights . |
| John F. Kennedy Library Foundation | Board member | Non-profit governance . |
| Howard University Center for Supply Chain Excellence | Board member | Supply chain academic/industry interface . |
| George Washington University National Advisory Council for the School of Engineering | Council member | Engineering and applied technology governance . |
Board Governance
- Independence: The Board determined all director nominees (except the CEO) are independent; purchases from Dell (where Brown is an officer) were deemed ordinary course, on market terms, and below NYSE thresholds; independence not impaired .
- Committees: Compensation & Talent Development and Public Responsibilities; not a chair .
- Committee meeting cadence in 2024: Compensation (6), Public Responsibilities (3) .
- Attendance: The Board held nine meetings in fiscal 2024; all incumbent directors attended at least 75% of aggregate Board and committee meetings; all directors attended last year’s virtual annual meeting .
- Engagement: Regular executive sessions of independent directors; robust shareholder outreach program including Lead Director participation .
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $104,375 |
| Annual Cash Retainer (policy) | $105,000 for independent directors; Audit Committee members +$10,000; Audit Chair +$25,000; other Committee Chairs +$20,000; Lead Director +$40,000 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value |
|---|---|---|---|
| Incentive Shares (common shares) | July 15, 2024 | 3,810 | $198,577 |
- Directors receive annual incentive shares (time-based common shares); no performance-vested equity or stock options are disclosed for directors in FY2024 .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Transactional Exposure | Independence/Notes |
|---|---|---|---|
| Dell Technologies | Officer (EVP Global Ops & CSCO) | Kroger purchases from Dell | Board concluded the transactions are ordinary course, on market terms, and below NYSE thresholds; independence not impaired . |
| Public company boards | None disclosed | — | Outside board service limits noted; none of Kroger’s current directors serve on more than three total public company boards . |
Expertise & Qualifications
- Business Management; Consumer; Financial Expertise; Risk Management; Operations & Technology; Responsible Business Practices; Manufacturing .
- Recognized authority on sustainable supply chains and circular economy; deep resilience and crisis management experience .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Options Exercisable by 6/27/2025 | Shares Outstanding Reference | Ownership as % of Shares Outstanding |
|---|---|---|---|---|
| Kevin M. Brown | 19,038 | — | 665,853,060 | ~0.0029% (calculated from cited figures) |
- Director Stock Ownership Guidelines: Independent directors must own shares equal to five times the annual base cash retainer; compliance reviewed by the Corporate Governance Committee. Hedging, pledging, and short sales by directors are prohibited .
Governance Assessment
- Strengths: Independent status affirmed despite Dell transactions; membership on Compensation & Talent Development supports human capital oversight; Public Responsibilities membership aligns with ESG oversight; prohibitions on hedging/pledging and robust clawback policy strengthen alignment and accountability .
- Compensation alignment: Director pay mix balanced with cash retainer and equity incentive shares; no director pension eligibility for Brown; ownership guidelines tie directors to share value; Brown’s beneficial ownership (19,038 shares) supports alignment .
- Shareholder signals: 2024 Say-on-Pay approval was ~91%, indicating broad support for pay practices (context for board compensation oversight) .
- Potential RED FLAGS: Related-party exposure via Dell supplier relationship (mitigated by ordinary-course treatment and below-threshold volumes per NYSE independence criteria); Korn Ferry provided both compensation consulting to the Committee ($232,750) and additional services to Kroger ($1,643,911) related to merger and HR—Committee approved and determined independence under NYSE/SEC rules, but multi-mandate consultants warrant continued monitoring .
- Attendance/engagement: Board and committee attendance thresholds met (75%+); strong shareholder engagement framework with Lead Director involvement .
Overall, Brown’s operational and sustainability expertise strengthens board oversight of supply chain risk, resilience, and ESG execution. The Dell transactional linkage is disclosed and assessed for independence; continued monitoring of volumes and terms is prudent. Director equity ownership guidelines and trading prohibitions, combined with annual incentive share grants, provide meaningful alignment with shareholders .