Yael Cosset
KROGERAbout Yael Cosset
Executive Vice President and Chief Digital Officer at Kroger since March 11, 2025, overseeing technology, data, eCommerce and Kroger’s Alternative Profit businesses (84.51°, Kroger Personal Finance, Kroger Precision Marketing). Under Kroger’s “Leading with Fresh and Accelerating with Digital” strategy, 2024 performance delivered 1.5% identical sales growth (ex fuel) and adjusted FIFO operating profit of $4.7B; the 2022–2024 PSU cycle paid out at 69.4% with relative TSR in the S&P 500’s second quartile, evidencing alignment between pay and long-term performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Kroger Co. | Group VP & Chief Digital Officer; later SVP & CIO | Prior to 2025 (press shows prior roles) | Architected Kroger’s digital strategy and led technology transformation to simplify associate work and personalize the customer experience . |
| 84.51° (Kroger subsidiary) | Chief Commercial Officer; Chief Information Officer | Since inception in 2015 (as disclosed) | Built insights/media capabilities; foundation for Alternative Profit growth and retail media (KPM) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kohl’s Corporation | Director | 2020 (reported) | Historical external board service per GuruFocus (third-party) . |
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Base Salary | $950,000 | Effective April 1, 2024 . |
| Retirement/Deferred Contributions | $105,676 (retirement plan contributions); $90,087 (defined contribution restoration plan in Nonqualified Deferred Compensation); aggregate Nonqualified Deferred Compensation balance $422,027 | Retirement contribution detail appears in “All Other Compensation”; Nonqualified Deferred Compensation table shows Company restoration contributions and aggregate balances . |
| Perquisites | < $10,000 | Company states minimal perquisites; total < $10k for each NEO in 2024 . |
Performance Compensation
| Metric | Target | Actual | Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Incentive (AIP) – Corporate Grid (ID Sales ex fuel; Adjusted FIFO Operating Profit inc fuel; Composite Score kicker) | $950,000 target | Company-level payout 108.7% | $1,032,713 paid to Cosset | Cash | AIP metrics based on ID Sales and adjusted FIFO operating profit grid plus 10% composite kicker; corporate result was 108.7% . |
| PSUs – 2022–2024 LTIP (Adjusted Total Sales w/o Fuel + Fuel Gallons 25%; iTSR % 50%; Fresh Equity 25%; TSR modifier vs S&P 500) | NEO-specific target units (awarded 2022) | Plan payout 69.4% | 22,806 shares issued to Cosset; $1,507,477 value realized | Settles in stock at cycle end | TSR modifier at >50th percentile yielded 121% multiplier; final payout 69.4% of target; values per 2024 Option Exercises and Stock Vested table . |
| 2024 Grants – RSUs | 37,832 shares | N/A | Grant-date fair value $2,100,054 | 4-year ratable | Grants on 3/14/2024; restricted stock vests equally over four years . |
| 2024 Grants – Stock Options | 52,540 options @ $55.51 | N/A | Grant-date fair value $899,860 | 4-year ratable | Options vest ratably over four years; exercise price equal to grant date close . |
| 2024 Grants – PSUs (2024–2026 LTIP) | 40,533 target units (max 75,999) | In progress | Grant-date fair value $2,249,987 | Settles in stock after 3-year period | Metrics mirror 2023–2025 plan (Adjusted Sales + Fuel Gallons; iTSR; Fresh; TSR modifier); max payout 187.5% . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 369,660 shares . |
| Options Exercisable (by June 27, 2025) | 230,536 options . |
| Shares Outstanding | 665,853,060 (as of April 28, 2025) . |
| Ownership as % of Shares Outstanding | ~0.055% (369,660 / 665,853,060) — calculated from reported figures . |
| Unvested RSUs (FY-end 2024) | 37,832 shares; market value $2,331,964 (at $61.64 on 1/31/2025) . |
| Unearned PSUs (representative amount) | 40,533 units; market/payout value $2,651,669 (based on FY 2024 performance and $61.64 price) . |
| Hedging/Pledging | Prohibited for directors and executive officers . |
| Ownership Guidelines | Executive Vice Presidents: 3x base salary; achieve within 5 years; 100% retention of net shares until compliant (with tax/exercise exceptions) . |
| Clawback/Recoupment | NYSE-compliant clawback for accounting restatements; additional recoupment for material errors; award-level recoupment provisions under 2019 Plan . |
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control (double trigger) | KEPP provides severance up to 24 months salary + target bonus; health/dental up to 24 months; life insurance continuation 6 months; outplacement up to $10,000; cutback to avoid 280G excise tax where beneficial . |
| Cosset COC Quantification (as of 2/1/2025) | Severance $3,800,016; health & welfare $36,445; accelerated RSUs $4,649,937; options intrinsic value $1,591,081; PSUs: 50% of max under awards granted in 2023–2024 (aggregate $2,635,326) . |
| Death/Disability | Immediate vesting of RSUs/options; PSUs pro-rated per plan rules (death: through fiscal year of death; disability: over full three-year period) . |
| Competition Restriction on Awards | Continued vesting/exercisability ends if participant provides services to a competitor . |
| Appointment/Tenure | Appointed EVP & CDO effective March 11, 2025; leads eCommerce business unit and Alternative Profit portfolio . |
Insider Transactions & Vesting Schedules
- June 23, 2025: Exercised 71,224 options at $29.12 (grant expiring 3/12/2030) and sold 71,224 shares at a weighted avg $73.487; post-transaction direct holdings 139,124 shares .
- December 9, 2024: Reported sale of 30,000 shares at ~$58.54 (OpenInsider aggregation) .
- March 10, 2025: Reported combined sale+option exercise activity (aggregated) .
| Instrument | Vesting | Key Tranches (Cosset) |
|---|---|---|
| Restricted Stock | Equal annual vesting over 4 years | 7,513 vests 3/11/2025; 9,853 vests 3/10/2025 & 3/10/2026; 20,239 vests 3/9/2025–3/9/2027; 37,832 vests 3/14/2025–3/14/2028 . |
| Stock Options | Equal annual vesting over 4 years (exercise price = grant date close) | Unexercisable: 20,760 vest 3/11/2025; 23,292 vest 3/10/2025–3/10/2026; 42,303 vest 3/9/2025–3/9/2027; 52,540 vest 3/14/2025–3/14/2028 . |
| PSUs | 3-year performance cycles; settle in shares | 2022–2024 earned and issued in March 2025; 2023–2025 & 2024–2026 in-flight; TSR modifier applied vs S&P 500 . |
Company Performance Context (during Cosset’s leadership remit)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Net Income ($USD Millions) | 2,585 | 1,655 | 2,244 | 2,164 | 2,665 |
| Adjusted FIFO Operating Profit ($USD Millions) | 4,056 | 4,310 | 5,079 | 4,986 | 4,674 |
| TSR – Value of Initial $100 Investment (Company) | 131.19 | 168.66 | 178.23 | 186.91 | 255.56 |
| TSR – Peer Group $100 (Reference) | 123.01 | 145.25 | 140.77 | 164.01 | 238.01 |
Additional digital/eCommerce execution highlights:
- Kroger created a dedicated eCommerce business unit under Cosset; 2024 eCommerce sales reached $13B .
- Strategic partnerships expanded: DoorDash nationwide marketplace launch and new retail media channels ; Uber Eats integration with Kroger’s app and loyalty ecosystem ; Instacart designated primary delivery partner and AI Cart Assistant .
- eCommerce plan update: hybrid network with third-party delivery; expected ~$400M improvement in eCommerce operating profit in 2026; closures of select automated facilities and ~$2.6B impairment in Q3 2025 (neutral effect on identical sales ex fuel) .
Compensation Structure Analysis
- Mix: Majority at-risk via PSUs, RSUs, and options; no long-term cash component; no tax gross-ups; robust clawback; ban on hedging/pledging .
- Metrics: AIP tied to ID Sales ex fuel and adjusted FIFO operating profit inc fuel with composite score kicker; LTIP emphasizes iTSR (EPS growth + dividend yield), sales growth and Fresh execution; TSR relative modifier .
- Peer benchmarking: Committee uses large-cap consumer, retail and health peers (e.g., Walmart, Target, Costco, CVS, Home Depot, Procter & Gamble) to target median pay; Korn Ferry as independent consultant .
- Say-on-Pay: ~91% approval in 2024, reflecting investor support for pay design .
Risk Indicators & Red Flags
- Insider selling pressure: Multiple Form 4s including a sizable exercise-and-sale on June 23, 2025 (71,224 shares), and reported transactions in late 2024/early 2025; however, sales often relate to option exercises and do not necessarily indicate bearishness .
- Execution risk in eCommerce: Network simplification with closures and large impairment signals a strategic pivot; management targets a $400M profit uplift in 2026, implying operational discipline and potential margin tailwind if deliverables are met .
Investment Implications
- Strong alignment: Cosset’s pay is heavily performance-based, with PSUs tied to iTSR and relative TSR and material RSU/option overhang vesting through 2028 supporting retention; hedging/pledging prohibitions and 3x salary ownership guidelines further align interests .
- Near-term signals: Recent insider exercises/sales indicate regular liquidity events around vesting/option schedules; monitor future Form 4s for pattern changes that could suggest shifting confidence or tax/estate planning dynamics .
- Execution and value creation: eCommerce network redesign and third-party partnerships, under Cosset’s remit, aim to expand households, accelerate digital growth, and improve profitability; delivery on the ~$400M 2026 target would be supportive for alternative profit streams and TSR trajectory .