Mary Ellen Adcock
KROGERAbout Mary Ellen Adcock
Executive Vice President and Chief Merchant & Marketing Officer at The Kroger Co.; elected EVP in 2025 following appointment as SVP and Chief Merchant & Marketing Officer in December 2024. She joined Kroger in 1999 and has held senior leadership roles across manufacturing, merchandising, and retail operations. Education: BA, Vanderbilt University; MBA, University of Colorado . 2024 corporate performance inputs for pay-for-performance: Identical sales ex fuel rose 1.5% and adjusted FIFO operating profit including fuel was $4.7B; 2022–2024 LTIP paid 69.4% of target with >50th percentile relative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Kroger Co. | Executive Vice President & Chief Merchant & Marketing Officer | 2025–present | Leads sales/category planning for fresh, center store, general merchandise; analytics & execution; e-commerce & digital merchandising; fuel; Our Brands . |
| The Kroger Co. | SVP & Chief Merchant & Marketing Officer | Dec 2024–2025 | Transitioned from SVP Operations; assumed enterprise merchandising/marketing leadership . |
| The Kroger Co. | Senior Vice President, Retail Operations | May 2019–Dec 2024 | Led ~2,700 stores across 35 states; delivered >$1B annual operational savings for six consecutive years, enabling price investments and wage increases . |
| The Kroger Co. | Group Vice President, Retail Operations | Jun 2016–Apr 2019 | Drove store/e-commerce operations, asset protection, productivity, sustainability . |
| The Kroger Co. (Columbus Division) | VP Merchandising & Operations | 2014–2016 | Advanced customer and associate experience programs . |
| The Kroger Co. | VP Natural Foods Merchandising | 2012–2014 | Scaled natural foods; merchandising strategy . |
| The Kroger Co. | VP Deli/Bakery Manufacturing | 2009–2012 | Led manufacturing; quality and efficiency initiatives . |
| The Kroger Co. Manufacturing | HR Manager; General Manager; Division/Regional Operations Manager | 1999–2009 | Progressive leadership from manufacturing HR to operations management . |
External Roles
| Organization | Role | Years | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | Director | Aug 18, 2025–present | Corporate Governance & Nominating; Audit Committees . |
| Cincinnati Museum Center | Board of Trustees | — | Community engagement and cultural stewardship . |
| Mount St. Joseph University | Board of Trustees | — | Education governance and local impact . |
| American Bakers Association | Prior Board Member | — | Industry leadership and manufacturing expertise . |
Fixed Compensation
| Metric | FY 2024 | Source |
|---|---|---|
| Base Salary (effective Dec 1, 2024) | $900,000 | 2025 Proxy |
| Salary paid (FY) | $856,400 | Summary Compensation Table |
| Target Annual Incentive (AIP) | $900,000 | AIP Targets |
| Actual Annual Incentive Paid | $1,071,085 | Summary Compensation Table |
| Stock Awards (RSUs + PSUs grant-date fair value) | $3,700,060 | Summary Compensation Table |
| Option Awards (grant-date fair value) | $899,842 | Summary Compensation Table |
| All Other Compensation | $210,499 | Summary Compensation Table |
| Total Compensation | $6,737,886 | Summary Compensation Table |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
| Component | Weight | Target | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|
| Corporate AIP: Identical Sales (ex fuel) | — | Grid-based | 1.5% → 98.7% payout | Cash (annual) |
| Corporate AIP: Adjusted FIFO Operating Profit (incl fuel) | — | Grid-based | $4.7B; grid-determined payout | Cash (annual) |
| Composite Score Kicker | — | 10% if thresholds met | +10% | Cash (annual) |
| Ms. Adcock AIP weighting (10 months pre-promotion) | 60% corporate / 40% team | — | 121.7% subtotal; prorated to 101.4% | Cash (annual) |
| Ms. Adcock AIP weighting (2 months post-promotion) | 60% corporate / 40% team | — | 112.1% subtotal; prorated to 18.7% | Cash (annual) |
| Total AIP payout % (Adcock) | — | 100% | 120.1% of target | Cash (annual) |
| Total AIP payout $ (Adcock) | — | $900,000 | $1,071,085 | Cash (annual) |
Long-Term Incentive Plans (LTIP)
| Plan | Metric | Weight | Goal | Performance | Payout |
|---|---|---|---|---|---|
| 2022–2024 LTIP | Adjusted Total Sales (ex fuel) + Fuel Gallons | 25% | $139.8B | $137.6B | 72.4% |
| 2022–2024 LTIP | Value Creation (iTSR = adjusted EPS growth + dividend yield) | 50% | 11% | 8.9% | 78.6% |
| 2022–2024 LTIP | Fresh Equity Metric | 25% | 46.1 | 43.0 | 0% |
| 2022–2024 LTIP | Relative TSR modifier vs S&P 500 | — | 50th percentile = 100% | >50th percentile; rank 145 | 121.0% modifier |
| 2022–2024 LTIP | Total plan payout | — | — | — | 69.4% of target |
| PSU Grants (Adcock) | Grant Date | Target (#) | Max (#) | Earned (#)/Value |
|---|---|---|---|---|
| 2024 PSUs | 3/14/2024 | 31,526 | 59,111 | — |
| 2022–2024 LTIP Earned (paid Mar 13, 2025) | — | — | — | 15,204 shares; $1,004,984 (at $66.10) |
Time-Based Equity Vesting
- RSUs and Nonqualified Stock Options vest in equal installments over four years from grant date .
- 2024 grants for Adcock: RSUs 27,923 (3/14/2024) and 6,468 (12/20/2024); Options 40,864 @ $55.51 (3/14/2034 expiry) and 12,699 @ $61.85 (12/20/2034 expiry) .
Equity Ownership & Alignment
| Category | Detail | Source |
|---|---|---|
| Beneficial Ownership | 318,232 KR shares; includes 99,509 options exercisable by June 27, 2025 | 2025 Proxy |
| Ownership Concentration | No officer ≥1% ownership; officers/directors as a group 0.4% of shares | 2025 Proxy |
| Vested in FY 2024 | 21,516 RS vested; $1,193,397 value realized; 15,204 PSUs earned; $1,004,984 value realized | 2025 Proxy |
| Unvested RS (examples at FY-end) | 27,923 (3/14/2024 grant) → $1,721,174; 6,468 (12/20/2024 grant) → $398,688; plus prior grants (3,435; 1,468; 6,569; 14,286) totaling significant unvested RS with stated market values (all at $61.64 on 1/31/2025) | 2025 Proxy |
| Unearned PSUs (FY-end) | 31,526 target PSUs outstanding (3/14/2024 grant) → $2,097,074 market value at $61.64 | 2025 Proxy |
| Options Outstanding (selected) | Exercisable: 41,460 @ $24.75 (3/14/2029); 18,588 @ $22.08 (7/15/2029); 43,888 @ $29.12 (3/12/2030). Unexercisable: 9,490 @ $34.94 (3/11/2031); 2,712 @ $38.32 (7/14/2031); 15,528 @ $57.09 (3/10/2032); 29,862 @ $47.25 (3/9/2033); 40,864 @ $55.51 (3/14/2034); 12,699 @ $61.85 (12/20/2034) | 2025 Proxy |
| Stock Ownership Guidelines | EVPs/SVPs must hold KR stock equal to 3x base salary; 100% of shares from option exercises/RSU/PSU vesting must be held until compliant (subject to tax/exercise costs) | 2025 Proxy |
| Hedging/Pledging Policy | Prohibited for directors and executive officers; short sales also prohibited | 2025 Proxy |
| Clawback/Recoupment | NYSE 10D-compliant clawback and supplemental recoupment for errors; LTIP award recoupment provisions under 2019 Plan | 2025 Proxy |
Employment Terms
| Provision | Details | Source |
|---|---|---|
| Change-in-Control (CiC) – Equity | Double-trigger for equity awards; accelerated vesting only upon CiC + qualifying termination | 2025 Proxy |
| CiC – Cash Severance Program (KEPP) | Double-trigger; up to 24 months’ salary and annual incentive target; extended health care and certain benefits; Board may amend/terminate prior to CiC | 2025 Proxy |
| CiC with Termination – Adcock (Illustrative) | Severance $3,600,000; Continued health/welfare $64,709; Options $1,067,489; Restricted Stock $3,707,584; PSUs $1,950,043; Executive group life $1,350,000 | 2025 Proxy |
| Death/Disability (Adcock) | Options $1,067,489; Restricted Stock $3,707,584; PSUs $1,095,606 | 2025 Proxy |
| Nonqualified Deferred Compensation | Executives may defer cash compensation (limits adjusted in 2025); dividend equivalents paid on earned PSUs; no tax gross-ups | 2025 Proxy |
| Perquisites | Minimal; total perqs/personal benefits < $10,000 for each NEO in 2024 | 2025 Proxy |
Governance, Peer Feedback, and Say-on-Pay
- Compensation Committee: Clyde R. Moore (Chair), Kevin M. Brown, Amanda Sourry, Mark Sutton .
- 2024 Say-on-Pay: ~91% approval; robust shareholder engagement on pay program .
- Independent consultant, multiple performance metrics, and no tax gross-ups; ban on option repricing/backdating without shareholder approval .
Performance & Track Record Highlights
- Operational value creation: Delivered >$1B annual operational savings for six consecutive years as SVP of Retail Operations, enabling price reductions and wage investments; led Full, Fresh & Friendly program; oversaw operations for >2,700 stores serving ~11M customers daily .
- Strategic merchandising leadership: Transitioned to Chief Merchant & Marketing; accountable for enterprise merchandising, digital, e-commerce, fuel, and Our Brands .
Investment Implications
- Pay-for-performance alignment: AIP paid 120.1% of target reflecting above-plan performance and team metrics; LTIP paid 69.4%, signaling balanced incentives that reward consistent execution without overpaying for sub-target outcomes .
- Retention risk mitigants: Substantial unvested RSU/option/PSU overhang with 4-year ratable vesting and double-trigger CiC terms create strong retention hooks; KEPP severance (effectively 2x salary + 2x target AIP for EVP level) reduces voluntary departure risk but represents meaningful CiC cash exposure .
- Insider selling pressure: Multiple 2024 grants establish predictable vesting calendars (Mar 14 and Dec 20 anniversaries), which can create periodic selling windows; however, strict ownership guidelines and hedging/pledging bans temper misalignment risks .
- Skin-in-the-game: 318,232 shares beneficially owned with 99,509 options currently exercisable underscores alignment; no pledging allowed; compliance status with 3x salary guideline not disclosed, but mandatory hold-through-compliance policy increases alignment over time .
- Governance quality: Strong clawback regime and high say-on-pay approval (91%) support investor confidence in pay design and oversight .