Timothy Massa
KROGERAbout Timothy Massa
Timothy A. Massa, age 58, is Executive Vice President (elected March 2025) and Chief People Officer at Kroger; the 2025 proxy names him Executive Vice President and Associate Experience Officer, reflecting his leadership of HR, labor relations, total rewards, associate experience, shared services, and aviation . He joined Kroger in October 2010 after ~21 years at Procter & Gamble culminating as Global HR Director for Customer Business Development . Company performance tied to his incentive outcomes: FY2024 identical sales (ex fuel) grew 1.5% and adjusted FIFO operating profit was $4.7B; the annual incentive grid paid 108.7% of target and 2022–2024 LTIP paid 69.4% of target; FY2024 net income was $2,665M; TSR value of an initial $100 investment was $255.56 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Kroger Co. | EVP & Chief People Officer (also titled Associate Experience Officer) | Mar 2025–present | Leads HR and labor relations, total rewards, diversity, talent, people ops, training, corporate affairs, associate communications, shared services, aviation |
| The Kroger Co. | SVP & Chief People Officer | Jun 2018–Mar 2025 | Drove enterprise people strategy, labor relations, and culture during digital and fresh-led transformation |
| The Kroger Co. | Group VP, HR & Labor Relations | Jun 2014–Jun 2018 | Led HR strategy and labor across business units |
| The Kroger Co. | VP, Corporate HR & Talent Development | Oct 2010–Jun 2014 | Built talent development and corporate HR capabilities |
| Procter & Gamble | Global HR Director, Customer Business Development (and prior HR leadership roles) | ≈21 years pre-2010 | Led global HR for sales organization, deep CPG talent/operations expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Society for Human Resource Management (SHRM) | Board of Directors | Current | Recognized HR leader with national governance role |
| North American Human Resources Policy Association (HRPA) | Board of Directors | Current | Policy-shaping HR body |
| Univ. of South Carolina, Darla Moore School | Center for Executive Succession Advisory Board | Current | Exec succession advisory |
| Cincinnati Zoo | Board of Trustees | Current | Community leadership |
| Cincinnati Workforce Innovation Center | Advisory Board Member | Current | Workforce development |
| American Cancer Society, Cincinnati Chapter | Executive Committee; 2021 Honoree | Current | Community/charitable leadership |
| National Academy of Human Resources | Fellow | Inducted Nov 2024 | Highest peer recognition in HR |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $839,113 | $905,780 | $924,191 |
- Executive salary progression reflects modest increases aligned with role scope and market benchmarking .
Performance Compensation
Annual Incentive (Corporate Plan) – Structure and Results
| Metric | Target (Grid Levels) | Actual (FY2024) | Payout | Vesting/Timing |
|---|---|---|---|---|
| Identical Sales (ex fuel) | Grid across -1.0% to 4.0% ID sales with payout 0–200% interpolated | 1.5% | 98.7% (corporate plan metric) | Paid after FY close |
| Adjusted FIFO Operating Profit (incl fuel) | Grid thresholds $4.509B–$5.309B with payout 0–200% interpolated | $4.7B | Incorporated in total grid payout | Paid after FY close |
| Composite Score Kicker | +10% if customer experience thresholds met | Achieved | +10% | Paid after FY close |
| Total Corporate Payout | — | — | 108.7% of target | March following FY |
| Timothy A. Massa – Annual Incentive ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target (set at start of year) | $775,000 | $850,000 | $900,000 |
| Actual Earned (Non-Equity Incentive) | $1,133,654 | $201,159 | $969,848 |
Long-Term Incentive (Performance Units) – 2022–2024 Plan
| Metric | Goal | Actual | Payout |
|---|---|---|---|
| Adjusted Total Sales (without fuel) + Fuel Gallons | $139.8B | $137.6B | 72.4% |
| Value Creation (iTSR) | 11% | 8.9% | 78.6% |
| Fresh Equity Metric | 46.1 | 43.0 | 0% |
| Relative TSR Modifier vs S&P 500 | 50th percentile = 100% | Rank ~145th (2nd quartile) | 121.0% modifier |
| Final Payout | — | — | 69.4% of target |
| Timothy A. Massa – Equity Grants (Grant-Date Values) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Restricted Stock ($) | $1,070,498 | $900,018 | $1,800,023 |
| Performance Units ($) | $1,249,986 | $1,499,999 | $1,750,008 |
| Value of Performance Units at Max ($) | — | $2,812,509 | $3,281,252 |
Equity Ownership & Alignment
Beneficial Ownership and Options
| Metric | As of Apr 24, 2023 | As of Apr 30, 2024 | As of Apr 28, 2025 |
|---|---|---|---|
| Shares Beneficially Owned (#) | 506,660 | 536,035 | 517,379 |
| Options Exercisable Included (#) | 311,704 | 305,174 | 275,203 |
| Shares Outstanding (reference) | 723,532,073 | 727,594,870 | 665,853,060 |
- No KR officer or director owned ≥1% of shares; group beneficial ownership was 1.4% in 2023 and 0.4% in 2025 . Approximate individual ownership % can be derived from the above share counts and outstanding shares (e.g., ~0.08% in 2025; calculated from ).
Vesting Schedules (Selected Current Awards)
| Award Type | Quantity | Vesting Dates | Source |
|---|---|---|---|
| Restricted Stock | 4,723 | 3/11/2025 | |
| Restricted Stock | 6,569 | 3/10/2025, 3/10/2026 | |
| Restricted Stock | 14,286 | 3/9/2025, 3/9/2026, 3/9/2027 | |
| Restricted Stock | 32,427 | 3/14/2025–3/14/2028 (equal installments) | |
| Performance Units (2023–2025) | 10,898 (rep. amount) | Earned based on FY2025 performance; representative count used per SEC rules | |
| Performance Units (2024–2026) | 31,526 (rep. amount) | Earned based on FY2026 performance; representative count used per SEC rules |
Options Detail (Selected Tranches)
| Exercise Price ($) | Expiration | Vesting Schedule | Notes |
|---|---|---|---|
| 34.94 | 3/11/2031 | 3/11/2025 (part of schedule) | |
| 57.09 | 3/10/2032 | 3/10/2025 and 3/10/2026 (equal) | |
| 47.25 | 3/09/2033 | 3/9/2025–3/9/2027 (equal) | |
| 55.51 | 3/14/2034 | 3/14/2025–3/14/2028 (equal) | |
| 29.12 | 3/12/2030 | Associated RSUs vest 3/14/2025–3/14/2028 (equal) | |
| 24.75 | 3/14/2029 | Associated RSUs vest 3/9/2025–3/9/2027 (equal) |
Insider Selling Pressure (Exercise/Vesting Realized)
| Activity | FY 2023 | FY 2024 |
|---|---|---|
| Options – Shares Exercised (#) | 46,000 | 55,859 |
| Options – Value Realized ($) | $1,013,795 | $1,150,953 |
| Stock Awards – Shares Vested (#) | 43,942 | 39,907 |
| Stock Awards – Value Realized ($) | $2,290,693 | $2,379,583 |
- KR bans hedging, pledging, and short sales for executives, reducing alignment risk from collateralization/derivatives .
Employment Terms
| Trigger | Severance Cash ($) | Health & Welfare PV ($) | Options Accel. ($) | RSU Accel. ($) | PSU Value ($) | Exec Life Insurance ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination | — | — | $0 | $0 | $0 | — |
| Voluntary Termination/Retirement | — | — | $0 | $0 | $1,095,606 (prorated) | — |
| Death | — | — | $1,099,270 | $3,575,428 | $1,095,606 | $1,402,500 |
| Disability | — | — | $1,099,270 | $3,575,428 | $1,095,606 | — |
| Change in Control (without termination) | — | — | $0 | $0 | $0 | — |
| Change in Control (with termination) | $3,670,008 | $53,182 | $1,099,270 | $3,575,428 | $1,950,043 | — |
- KR maintains double‑trigger change‑in‑control provisions for equity and cash severance and a robust clawback policy; minimal perquisites; no tax gross‑ups .
- Nonqualified deferred compensation (FY2024): Company contribution $84,558; aggregate balance $468,348 for Massa .
Compensation Structure Analysis
- Performance pay predominates: For FY2024, Massa’s stock awards $3.55M and option awards $699,883 outweighed fixed salary $924,191, with a higher annual incentive outcome ($969,848) versus FY2023 ($201,159), mirroring the corporate 108.7% payout; strong pay-for-performance alignment .
- LTIP discipline: 2022–2024 LTIP paid 69.4% amid shortfalls on Adjusted Sales+iTSR and Fresh metrics, moderated by a positive relative TSR modifier; metrics discourage single-point gaming .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on executive compensation: ~91% approval, with investor feedback supportive of pay-for-performance design and multi-metric rigor .
Equity Ownership & Governance Policies
- Stock ownership guidelines for executives are in place (detail not specified in excerpts); independent directors must hold 5x cash retainer .
- KR bans hedging/pledging and short sales; clawback policy applies to incentives .
Investment Implications
- Alignment: High proportion of at‑risk compensation tied to ID sales and adjusted FIFO operating profit, plus multi‑metric LTIP (Adjusted Sales+iTSR+Fresh+relative TSR) supports shareholder value alignment; FY2024 corporate payout at 108.7% and LTIP at 69.4% indicate balanced calibration .
- Retention risk: Material unvested RSUs and outstanding PSUs through FY2026 and meaningful severance only on double‑trigger suggest low-to-moderate departure risk; continued vesting cadence into 2025–2028 reinforces retention .
- Trading signals: Consistent option exercises (55,859 in FY2024; 46,000 in FY2023) and substantial stock vesting may create periodic selling pressure, though policy bans hedging/pledging reduce misalignment risk .
- Governance quality: Strong shareholder support (91% in 2024), independent consultant use, clawbacks, and no tax gross‑ups or option repricing indicate low governance red flags .