01—Abstract
Summary
Summary of the 8-K filed February 5, 2024. Cited figures are marked; the original filing is the authoritative source.
On February 5, 2024, The Kroger Co. (NYSE: KR) announced that Gary Millerchip, Senior Vice President and Chief Financial Officer, informed the company on January 30, 2024 of his decision to step down to assume an executive role at another public company.
The filing states that his decision was not due to any disagreement with Kroger on operations, policies or practices. Todd Foley, Group Vice President, Corporate Controller and Chief Accounting Officer, was appointed interim Chief Financial Officer effective February 5, 2024, and Kroger will name a permanent CFO successor at a later date. Foley, age 54, has been with Kroger since 2001, when he joined as an audit manager in Internal Audit.
He became Group Vice President, Corporate Controller and Chief Accounting Officer on October 1, 2021, and also oversees the pension investment, tax and insurance teams. Earlier roles include Chief Financial Officer of the Cincinnati/Dayton operating division, Assistant Corporate Controller and Vice President and Treasurer. The filing states that no new compensatory arrangements have been entered into in connection with his interim appointment.
Chairman and CEO Rodney McMullen praised Foley's experience and said the appointment supports Kroger's value creation model and financial framework as the company plans for its pending merger with Albertsons. The press release, furnished as Exhibit 99.1 under Item 7.01 and not deemed filed, also quotes Millerchip thanking the company and stating that Kroger is well positioned for the future.
02—Key points
Key Highlights
- CFO Gary Millerchip is stepping down to assume an executive role at another public company; the filing states this was not due to any disagreement with Kroger.
- Todd Foley, Group Vice President, Corporate Controller and Chief Accounting Officer, was appointed interim CFO effective February 5, 2024.
- Kroger will name a permanent CFO successor at a later date; the filing does not specify a timeline.
- Foley has been with Kroger since 2001 and has served as Corporate Controller and Chief Accounting Officer since October 1, 2021, and also oversees pension investment, tax and insurance teams.
- The filing states that no new compensatory arrangements have been entered into in connection with Foley's interim appointment.
- CEO Rodney McMullen referenced the pending merger with Albertsons and said the transition supports Kroger's value creation model and financial framework.
- The announcement was made through a press release dated February 5, 2024, furnished as Exhibit 99.1 under Regulation FD and not deemed filed under Section 18 of the Exchange Act.
03—Questions
Frequently Asked Questions
Why is Kroger's CFO leaving?
Gary Millerchip informed Kroger on January 30, 2024 that he decided to step down to assume an executive role at another public company. The filing states that his decision was not due to any disagreements with Kroger on matters relating to its operations, policies or practices.
Who is running Kroger's finances in the interim?
Todd Foley, Kroger's Group Vice President, Corporate Controller and Chief Accounting Officer, was appointed interim Chief Financial Officer effective February 5, 2024. Kroger has said it will name a CFO successor at a later date.
What is Todd Foley's background?
Foley, age 54, joined Kroger in 2001 as an audit manager in Internal Audit. He previously served as Vice President, Corporate Controller and Chief Accounting Officer, CFO of the Cincinnati/Dayton operating division, Assistant Corporate Controller, and Vice President and Treasurer. Before Kroger, he was a CPA and senior audit manager at PricewaterhouseCoopers.
Does the CFO transition affect Kroger's pending Albertsons merger?
The filing does not state any direct effect on the merger. In the press release, CEO Rodney McMullen said the company is planning ahead for the pending merger with Albertsons and that Foley will maintain a strong financial framework during that process.
Did Kroger agree to any new pay arrangements with Foley?
No. The filing states that as of the report date, no new compensatory arrangements have been entered into in connection with Foley's appointment as interim Chief Financial Officer.
04—Continue