Mark Sutton
KROGERAbout Mark Sutton
Mark S. Sutton is an independent director of The Kroger Co., age 63, serving on Kroger’s board since 2017 and designated Lead Director in March 2025 while chairing the Corporate Governance Committee . He is the former Chairman and CEO of International Paper (2014–2024) and earlier served as President and COO; he joined International Paper in 1984 as an electrical engineer and held senior roles across manufacturing, supply chain, and strategic planning . Sutton’s board credentials emphasize global executive leadership, manufacturing and supply chain expertise, strategic planning, and governance; he brings union labor experience and structured sustainability oversight (Vision 2030) from International Paper to Kroger’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Paper | Chairman & CEO | 2014–2024 | Oversaw sustainability disclosures aligned with GRI; Vision 2030 covering forest stewardship, diversity and inclusion |
| International Paper | President & COO | Pre-2014 (prior to CEO) | Ran global business operations |
| International Paper | Vice President, Corporate Strategic Planning; SVP of multiple business units including global supply chain | Various prior roles since 1984 | Strategic planning; manufacturing and supply chain leadership |
| International Paper | VP Corrugated Packaging Ops (EMEA) | Prior role | Led regional packaging operations across Europe, Middle East and Africa |
| International Paper | Mill Manager; Electrical Engineer (joined 1984) | Early career | Technical grounding in operations and engineering |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana State University Foundation | Director | Current | University foundation board service |
Board Governance
- Current roles: Lead Independent Director (designated March 2025) and Chair of the Corporate Governance Committee; member of the Compensation & Talent Development Committee .
- Committee responsibilities: Corporate Governance oversees board policies, director selection, committee designations, evaluations, independence, director compensation, shareholder engagement, and annual CEO evaluation . Compensation oversees CEO and senior officer pay, plan metrics/design, peer group, HCM, succession, and uses independent consultants .
- Committee meetings FY2024: Corporate Governance (2); Compensation & Talent Development (6) .
- Independence: Board determined Sutton is independent under NYSE rules; KR purchases from International Paper (where Sutton was Chairman & CEO) were ordinary-course and below independence thresholds, not impairing his independence .
- Attendance: Board held 9 meetings in FY2024; all incumbent directors attended at least 75% of combined board and committee meetings; all directors attended last year’s annual meeting .
- Lead Director responsibilities: agenda/materials oversight; liaison with Chair/management/independent directors; presiding executive sessions; calling independent director meetings; shareholder consultation; succession oversight; CEO evaluation; frequent strategy meetings with CEO .
Fixed Compensation
| Component | Amount/Details | Source |
|---|---|---|
| Annual cash retainer (independent directors) | $105,000 per year | |
| Lead Director additional retainer | $40,000 per year | |
| Committee chair fees | Audit Chair: $25,000; Other Committee Chairs: $20,000 per year | |
| Committee membership fees | Audit Committee members: +$10,000 per year | |
| Annual equity grant (independent directors) | ~$200,000 in incentive shares (common stock) | |
| Sutton FY2024 cash fees | $104,375 | |
| Sutton FY2024 stock award | $198,577 grant-date fair value; 3,810 incentive shares on July 15, 2024 | |
| Sutton FY2024 total director compensation | $302,952 |
Notes:
- Sutton’s FY2024 cash fees reflect the fiscal year ended February 1, 2025; Lead Director designation occurred March 2025 and related retainer change would affect future periods, not FY2024 .
Performance Compensation
- Directors do not receive performance-based bonuses; equity awards are incentive shares (time-based common stock grants) not contingent on performance metrics .
- No director-level annual bonus, performance unit, or option program is disclosed for independent directors; director compensation structure emphasizes fixed retainer plus equity to align with shareholders .
| Item | Detail | Source |
|---|---|---|
| Incentive shares (annual) | 3,810 shares to each independent director on July 15, 2024; Sutton’s grant-date fair value $198,577 | |
| Hedging/pledging prohibition | Directors and executive officers prohibited from hedging, pledging, and short sales of Kroger securities | |
| Clawback | Robust recoupment policy aligned with NYSE/SEC 10D; additional recoupment for errors and cause under 2019 Plan |
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction | Independence Assessment |
|---|---|---|---|
| International Paper | Former Chairman & CEO (2014–2024) | KR purchases from International Paper | Board determined transactions in ordinary course, on similar terms, not exceeding thresholds; independence not impaired |
| — | — | No other public company directorships disclosed for Sutton | Not disclosed beyond KR and LSU Foundation |
Expertise & Qualifications
- Strategic planning, manufacturing, and global supply chain leadership; critical thinking from engineering background; union labor leadership experience .
- Corporate governance experience as Chairman/CEO; designated Lead Director due to independence, strategic understanding of Kroger, and engagement .
- Responsible business practices: experience overseeing sustainability disclosures and Vision 2030 at International Paper .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial ownership (Sutton) | 46,814 shares (includes 7,237 deferred incentive shares) | |
| Shares outstanding (KR) | 665,853,060 as of April 28, 2025 | |
| Ownership as % of outstanding | ~0.0070% (46,814 / 665,853,060) | |
| Director stock ownership guideline | 5x annual base cash retainer for independent directors | |
| Hedging/pledging status | Prohibited for directors |
Group context:
- No director or officer owned ≥1% of KR shares; directors and executive officers as a group owned ~0.4% .
Governance Assessment
- Strengths: Independent Lead Director role with defined responsibilities; Sutton chairs Corporate Governance (selection, independence, evaluations, director pay) and serves on Compensation, contributing to board effectiveness and pay oversight . Strong policies include clawbacks, prohibition on hedging/pledging, no executive tax gross-ups, and stock ownership guidelines aligning interests with shareholders . FY2024 say‑on‑pay support at ~91% indicates investor alignment with compensation practices .
- Attendance and engagement: Board met 9 times in FY2024; all directors met ≥75% attendance and attended the annual meeting, supporting confidence in board engagement .
- Potential conflicts: KR transacts with International Paper (Sutton’s former company); Audit Committee/Board policies require disclosure and approval; Board concluded transactions were ordinary-course and within thresholds, not impairing Sutton’s independence—mitigating conflict risk .
- Director compensation: Mix of cash retainer plus equity grants; Sutton’s FY2024 compensation ($302,952; equity $198,577) reflects typical alignment via stock while maintaining independence and avoiding performance-based pay that could bias oversight .
RED FLAGS: None indicated regarding related‑party transactions (Board independence preserved) ; hedging/pledging prohibited ; no tax gross-ups . No low attendance or pay anomalies disclosed for Sutton in FY2024 .