Todd Foley
KROGERAbout Todd Foley
Senior Vice President and Interim Chief Financial Officer of The Kroger Co., appointed effective February 5, 2024; age 54; joined Kroger in 2001 after serving as a CPA and senior audit manager at PwC; holds a BBA in Accounting from the University of Notre Dame and oversees pension investment, tax and insurance teams . During fiscal 2024 (ended February 1, 2025), Kroger delivered ID sales without fuel of 1.5% and adjusted FIFO operating profit including fuel of $4.7B; annual incentive paid out at 108.7% of target, while the 2022–2024 LTIP paid 69.4% of target with a Relative TSR rank of 145th in the S&P 500 producing a 121% modifier . Kroger noted 2024 revenue of $147B versus a peer median of $106B for compensation benchmarking .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Kroger Co. | Interim Chief Financial Officer | Feb 5, 2024 – FY2024 | Led finance through transition and pending Albertsons merger; maintained strong financial framework . |
| The Kroger Co. | Group VP, Corporate Controller & Chief Accounting Officer | Oct 1, 2021 – Feb 5, 2024 | Oversight of external/internal reporting; led pension investment, tax, insurance teams . |
| The Kroger Co. | VP, Corporate Controller & Chief Accounting Officer | Apr 2017 – Sep 2021 | Managed corporate accounting and financial reporting . |
| The Kroger Co. | CFO, Cincinnati/Dayton Operating Division | Not disclosed | Division finance leadership (dates not disclosed) . |
| The Kroger Co. | Assistant Corporate Controller; VP & Treasurer | Not disclosed | Corporate finance leadership (dates not disclosed) . |
| PwC | Senior Audit Manager (CPA) | Not disclosed | Public accounting experience prior to Kroger . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cincinnati Center City Development Corporation (3CDC) | Board Member | Not disclosed | Community and urban development governance . |
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Base Salary Earned ($) | 596,613 | Paid amount in SCT; 2024 base set at $600,000 . |
| Base Salary Rate ($) | 600,000 | Effective April 1, 2024 . |
| Discretionary Cash Bonus ($) | 600,000 | Awarded for 2024 interim CFO performance . |
| Annual Incentive Target ($) | 700,000 | Corporate AIP target . |
| Annual Incentive Payout ($) | 759,767 | Corporate plan paid 108.7% of target . |
| All Other Compensation ($) | 83,025 | Retirement contributions $43,775; dividend equivalents $13,225; dividends on unvested RS $26,025 . |
| Total Compensation ($) | 4,039,390 | SCT total . |
Performance Compensation
Annual Incentive Plan (AIP) – Fiscal 2024
| Metric | Target Framework | Actual Performance | Payout Impact |
|---|---|---|---|
| ID Sales (excluding fuel) | Grid vs. adjusted FIFO OP; interpolated payouts | 1.5% | 98.7% portion . |
| Adjusted FIFO Operating Profit (incl. fuel) | $4.509B–$5.309B matrix | $4.7B | Contributed to total . |
| Composite Score Kicker | +10% if store thresholds met | Earned | +10% . |
| Total Corporate AIP Payout (%) | — | — | 108.7% . |
| Foley AIP Target ($) | — | — | $700,000 . |
| Foley AIP Payout ($) | — | — | $759,767 . |
Long-Term Incentive Plans
2022–2024 LTIP Results (paid March 2025)
| Metric | Performance | Goal | Payout % |
|---|---|---|---|
| Adjusted Total Sales without Fuel + Fuel Gallons | $137.6B | $139.8B | 72.4% |
| Value Creation (iTSR) | 8.9% | 11% | 78.6% |
| Fresh Equity Metric | 43.0 | 46.1 | 0% |
| Payout Before TSR Modifier | — | — | 57.4% |
| Relative TSR Modifier | Rank 145th in S&P 500 | >50th percentile | 121.0% |
| Total LTIP Payout | — | — | 69.4% |
Design of 2023–2025 and 2024–2026 LTIPs
| Metric | Weighting | Max Plan Payout | Payout Date |
|---|---|---|---|
| Adjusted Total Sales without Fuel + Fuel Gallons | 25% | 187.5% | Mar 2026 (2023–2025), Mar 2027 (2024–2026) |
| Value Creation (iTSR) % | 50% | 187.5% | Mar 2026/2027 |
| Fresh Equity Metric | 25% | 187.5% | Mar 2026/2027 |
| Relative TSR Modifier (vs S&P 500) | 75%–125% modifier | 187.5% cap | Mar 2026/2027 |
2024 Equity Grants (Grant Date: March 14, 2024)
| Award Type | Shares/Units | Terms | Grant Date Fair Value ($) |
|---|---|---|---|
| Restricted Stock | 17,115 | Vests 25% annually over 4 years; dividends payable on unvested RS | 950,054 |
| Performance Units (2024–2026) | 13,511 target; 25,333 max | 3-year plan; payout based on metrics and TSR modifier | 749,996 (probable outcome) |
| Stock Options | 17,514 | Exercise price $55.51; vest 25% annually over 4 years; expire 3/14/2034 | 299,965 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Options Exercisable (Included) |
|---|---|---|
| Todd A. Foley | 66,353 | 21,525 |
- Stock ownership guidelines: Senior Vice Presidents must hold 3x base salary within five years; executives must retain 100% of shares from vesting/exercise until compliant .
- Hedging/pledging: Prohibited for directors and executive officers; robust clawback policy in place .
Outstanding Awards at FY2024 Year-End (Market price $61.64 on Jan 31, 2025)
| Award | Unvested Amount | Market Value ($) | Vesting Detail |
|---|---|---|---|
| RS (footnote 9) | 816 | 50,298 | Vests 3/11/2025 . |
| RS (13) | 974 | 60,037 | Vests per schedule; date not separately noted (RS grant associated with 3/14/2029) . |
| RS (10) | 1,753 | 108,055 | Vests 3/10/2025 and 3/10/2026 . |
| RS (11) | 3,177 | 195,830 | Vests 3/9/2025, 3/9/2026, 3/9/2027 . |
| RS (12) | 8,107 | 499,715 | Vests 3/14/2025–3/14/2028 (annual) . |
| RS (14) | 9,008 | 555,253 | Vests 3/14/2025 . |
| PSUs (17) | 2,423 | 185,434 | 2023–2025 plan; earned based on 3-year performance . |
| PSUs (18) | 13,511 | 986,629 | 2024–2026 plan; earned based on 3-year performance . |
| 2024 Options | 17,514 unexercisable | — | Vest annually 3/14/2025–2028; $55.51 strike; expire 3/14/2034 . |
Option Exercises and Stock Vested (Fiscal 2024)
| Category | Shares | Value Realized ($) |
|---|---|---|
| Option Awards – Exercised | 32,196 | 919,771 |
| Stock Awards – Vested (RS + Earned PSUs) | 8,596 | 520,819 |
Employment Terms
Severance and Change-in-Control Economics (KEPP + Award Agreements)
| Trigger (as of Feb 1, 2025) | Cash Severance | Health & Welfare (PV) | Equity – Options | Equity – RS | Equity – PSUs | Life Insurance |
|---|---|---|---|---|---|---|
| Involuntary Termination | — | — | $0 | $0 | $0 | — |
| Voluntary Termination/Retirement | — | — | $0 | $0 | $377,176 | — |
| Death | — | — | $326,516 | $1,469,189 | $377,176 | $900,000 |
| Disability | — | — | $326,516 | $1,469,189 | $377,176 | — |
| Change in Control without Termination | — | — | $326,516 | $0 | $0 | — |
| Change in Control with Termination (Double-Trigger) | $2,600,016 | $34,813 | $326,516 | $1,469,189 | $633,937 | — |
| Accrued/Banked Vacation | $6,923 | — | — | — | — | — |
- KEPP provides double-trigger change-in-control protections; severance up to 24 months’ salary and annual incentive target based on pay level and service; continued medical/dental up to 24 months, life insurance up to six months; outplacement up to $10,000 .
- 280G treatment: apply best-net cutback (no excise tax gross-up) .
- Award treatment on termination/CIC follows plan terms; continued vesting for retirement conditions; immediate vesting for death/disability; 50% of units granted vest upon CIC + qualifying termination for performance units granted March 2019 and thereafter .
Compensation Structure Analysis
- Other NEOs’ pay is ~84% at-risk on average; CEO pay is ~92% at-risk; multiple performance metrics across plans; independent consultant engaged; robust clawback; ban on hedging/pledging; no tax gross-ups; double-trigger CIC in cash and equity .
- Peer group includes large retailers and consumer companies (e.g., Walmart, Costco, Target, CVS, Home Depot, etc.); Kroger aims for competitive positioning and around market median annual incentive potential; 2024 Kroger revenue $147B vs peer median $106B .
Equity Ownership & Alignment (Policy and Compliance Signals)
- Ownership guideline: 3× base salary for Senior VPs; 5-year compliance window; 100% retention of shares from vesting/exercise until compliant (subject to tax/exercise cost exceptions) .
- Prohibition on hedging, pledging, and short sales for directors/executives .
- Foley beneficially owns 66,353 shares with 21,525 options exercisable on or before June 27, 2025; no officer owns ≥1% of outstanding shares (665,853,060 outstanding as of April 28, 2025) .
Employment Terms (Additional)
- Deferred compensation: Foley elected to participate in Kroger’s nonqualified deferred compensation plan; up to 100% cash compensation deferral prior to Jan 1, 2025 and up to 75% thereafter .
- Perquisites: minimal; total perqs/personal benefits < $10,000 per NEO in 2024 .
- Timing of grants: Annual grants in Q1 within open window; no option grants within 4 business days prior or 1 day following material filings in FY2024 .
Investment Implications
- Alignment appears strong: high proportion of at-risk pay, rigorous multi-year LTIP metrics, clawback, and hedging/pledging ban reduce governance risk and improve pay-for-performance credibility .
- Near-term selling pressure primarily from scheduled vesting and option exercises rather than pledging/hedging; Foley exercised 32,196 options and had 8,596 shares vest in 2024; multiple RS tranches vesting across 2025–2028 and PSUs in 2026 could create periodic Form 4 activity and supply .
- Retention risk moderated by KEPP double-trigger severance and continued benefits; quantification indicates ~$2.6M cash severance plus equity acceleration under CIC with termination, supporting continuity through strategic events (e.g., Albertsons transaction) .
- Performance backdrop: 2024 AIP payout above target and LTIP payout at 69.4% with positive TSR modifier suggest execution on ID sales and profitability, though long-term sales and “Fresh” metrics undershot targets—watch trajectory of iTSR and Fresh under 2023–2025 and 2024–2026 plans for future payouts and value creation signaling .