Nora Aufreiter
KROGERAbout Nora Aufreiter
Independent director at The Kroger Co. (KR) since 2014; age 65. Former Director and Senior Partner (Director Emeritus) at McKinsey & Company with 27+ years advising major retailers, financial institutions, and consumer companies across the U.S., Canada, and internationally; earlier spent three years in corporate finance and investment banking. She holds a certificate in sustainability from the Stanford Doerr School and has led board-level ESG oversight reviews at KR. She currently chairs Kroger’s Public Responsibilities Committee and serves on the Finance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Director & Senior Partner; Director Emeritus | Retired June 2014 after 27+ years | Led North American Retail Practice, North American Branding, and Consumer Digital & Omnichannel; advised on sustainability goal-setting; 30 years leadership development experience. |
| Financial Services (corporate finance & investment banking) | Associate/Analyst roles | 3 years (pre-McKinsey) | Corporate finance and investment banking experience prior to McKinsey. |
External Roles
| Organization | Role | Notes |
|---|---|---|
| The Bank of Nova Scotia (Scotiabank) | Director; Chair, Human Capital & Compensation Committee; former Chair, Corporate Governance Committee | Oversight of senior management succession, CEO evaluation, incentive compensation, shareholder engagement, board succession, and ESG priorities. |
| MYT Netherlands Parent B.V. (MyTheresa.com) | Chair of the Board | E-commerce luxury retailer board chair. |
| Cadillac Fairview (subsidiary of Ontario Teachers’ Pension Plan) | Director (private company) | One of North America’s largest owners/operators/developers of commercial real estate. |
| St. Michael’s Hospital | Chair of the Board | Non-profit healthcare governance leadership. |
| Ivey Business School (Western University) | Dean’s Advisory Board, Member | Advisory role to business school leadership. |
Board Governance
- Current KR committee assignments: Chair, Public Responsibilities Committee; Member, Finance Committee.
- 2024 committee activity (meeting cadence and scope):
- Public Responsibilities Committee (3 meetings in 2024): Oversees ESG/sustainability (climate, packaging, waste), food access, responsible sourcing, safety, philanthropy, public policy, communications, and corporate brand stewardship.
- Finance Committee (5 meetings in 2024): Oversees financial plans, capital allocation, dividends/buybacks, capital structure, hedging/derivatives, pension assets, and financial community engagement.
- Independence and attendance:
- All director nominees (except CEO) are independent; all committees fully independent.
- In fiscal 2024, all incumbent directors attended at least 75% of Board and committee meetings; Board held nine meetings; all directors attended last year’s annual meeting.
- Board leadership context: Mark S. Sutton designated Lead Independent Director in March 2025; he chairs the Corporate Governance Committee and leads executive sessions and CEO evaluation. Regular executive sessions of independents occur at Board and committee levels.
- Trading and conflicts safeguards: Strict prohibition on hedging, pledging, and short sales by directors; robust related-person transaction policy administered by the Audit Committee.
Fixed Compensation
| Component | Policy/Rate | Nora Aufreiter – FY2024 Actual |
|---|---|---|
| Annual cash retainer (independent director) | $105,000 | Included in fees below. |
| Committee chair fee (non-Audit) | $20,000 per committee chair | Chair, Public Responsibilities Committee (included in fees below). |
| Committee member fees | Audit members receive $10,000; chairs: Audit $25,000; other committee membership not separately compensated | She is a Finance member (no additional membership fee disclosed). |
| Annual equity grant | 3,810 incentive shares on 7/15/2024; grant date fair value ≈ $198,577 | $198,577 stock awards. |
| Fees earned (cash) | As applicable | $124,256 cash fees. |
| Total FY2024 director compensation | Cash + equity | $322,833 total. |
- Director stock ownership guideline: 5x annual base cash retainer (for independent directors).
- Nonqualified deferred compensation for directors: Directors may defer up to 100% of cash fees and all of the annual incentive share award; cash deferrals can accrue interest linked to Kroger’s 10-year debt cost and/or track phantom stock; incentive share deferrals delivered in KR shares six months after separation.
Performance Compensation
Non-employee directors receive time-based incentive share grants; there are no performance-based cash bonuses, options, or PSU metrics tied to director compensation at KR.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Transaction at KR |
|---|---|---|---|
| The Bank of Nova Scotia | Public | Director; Chair HCCC; former Chair Governance | No KR-related party transaction disclosed. |
| MYT Netherlands Parent B.V. (MyTheresa.com) | Public (Netherlands) | Chair of the Board | No KR-related party transaction disclosed. |
| Cadillac Fairview | Private | Director | No KR-related party transaction disclosed. |
- Independence affirmed: The Board determined all independent directors, including Ms. Aufreiter, have no material relationships with KR; disclosed related-party commercial relationships involve other directors’ employers (International Paper; Dell) and did not impair those directors’ independence; none involve Ms. Aufreiter.
Expertise & Qualifications
- Skills matrix: Business Management; Retail; Consumer; Financial Expertise; Operations & Technology; Responsible Business Practices.
- ESG/oversight credentials: Led KR Board’s 2021 review clarifying oversight of responsible business strategy; PR Committee chair for last five years (10 years on committee); holds a sustainability certificate from the Stanford Doerr School.
- Strategy and governance: Extensive board leadership at Scotiabank overseeing HCM, CEO evaluation, incentive pay, governance, shareholder engagement, and ESG priorities.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 57,053 shares | Includes 10,513 incentive shares deferred under the director deferred compensation plan. |
| Ownership as % of KR shares outstanding | ~0.0086% | Computed from 57,053 / 665,853,060 shares outstanding as of 4/28/2025. |
| Options (exercisable/unexercisable) | None disclosed for director | Director holdings table shows no options for Ms. Aufreiter. |
| Shares pledged as collateral | None permitted | Hedging/pledging prohibited for directors. |
| Stock ownership guideline | 5x annual base retainer | Board monitors compliance. |
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep retail, consumer, finance, and technology/operations expertise; long-tenured PR Committee chair with demonstrated ESG oversight leadership relevant to KR’s brand, sustainability, food access, safety, and public policy.
- Strong alignment via equity-based director compensation and ability to defer into KR equity; strict prohibition on hedging/pledging; robust clawback and related-party transaction oversight.
- No related-party transactions disclosed involving Ms. Aufreiter; Board reaffirmed independence under NYSE rules.
- Watch items:
- Multiple external leadership roles (e.g., Chair at MyTheresa, Scotiabank committee chair) may elevate time commitments; KR’s policy limits public boards to no more than three including KR, and the proxy notes compliance across directors.
- Overall view:
- Ms. Aufreiter enhances board effectiveness on ESG/public responsibilities and finance oversight, brings cross-border retail/digital expertise, and has clear independence with no related-party exposure disclosed—supportive of investor confidence.
Contextual signal: KR’s 2024 say-on-pay support was ~91%, and the Board maintains an active shareholder engagement program—both supportive of broader governance stability (not specific to Ms. Aufreiter but relevant to board oversight climate).