01—Abstract
Summary
Summary of the 8-K filed February 13, 2025. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. (NYSE: KR) announced a CFO succession plan on February 12, 2025.
David Kennerley, currently Senior Vice President and Chief Financial Officer for PepsiCo Europe, was appointed Senior Vice President and Chief Financial Officer of Kroger, effective April 3, 2025. He joins Kroger on March 10, 2025 as Senior Vice President. Todd Foley, the Interim Chief Financial Officer, will continue in that role until April 3, 2025, then remain a Senior Vice President to support the senior leadership team until his retirement at the end of the first quarter.
Kennerley's compensation package, as described in the filing, includes an annual base salary of $800,000,a an annual incentive bonus target of $800,000, a one-time cash bonus of $1.35 million paid on a predetermined schedule over his first year, and a one-time grant of $2.8 million in restricted shares vesting ratably over three years, to be awarded in March 2025. He is also eligible for an annual long-term equity grant in March 2025 vesting over four years and performance unit awards under Kroger's Long-Term Incentive Plan, with a current total target value of $3.1 million for these equity awards. The filing describes a planned, orderly leadership transition rather than an unplanned departure.
The filing states there are no family relationships or arrangements between Kennerley and any other person tied to his appointment, and no reportable related-party transactions under Item 404(a) of Regulation S-K. The information is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.
02—Key points
Key Highlights
- David Kennerley, 51, appointed Senior Vice President and Chief Financial Officer effective April 3, 2025, joining Kroger as SVP on March 10, 2025.
- Todd Foley, Interim CFO, continues in that role until April 3, 2025, then remains an SVP until retiring at the end of the first quarter.
- Kennerley's previous role was Senior Vice President and CFO for PepsiCo Europe, held since March 2020, following roles at PepsiCo since 2001.
- Kennerley's base salary is $800,000, with an annual incentive bonus target of $800,000.
- A one-time cash bonus of $1.35 million is payable on a predetermined schedule over the first year of employment.
- A one-time restricted share grant of $2.8 million, vesting ratably over three years, is to be awarded in March 2025.
- Annual long-term equity and performance unit awards carry a current total target value of $3.1 million.
03—Questions
Frequently Asked Questions
Why is Kroger changing its CFO?
The filing describes a planned succession. Todd Foley, who stepped into the interim CFO role in 2024, is retiring at the end of the first quarter, and David Kennerley is succeeding him. Kroger's press release cites its history of thoughtful succession planning and a seamless transition.
When will David Kennerley take over as CFO?
Kennerley joins Kroger as Senior Vice President on March 10, 2025, and becomes Senior Vice President and Chief Financial Officer effective April 3, 2025. Until then, Todd Foley remains Interim CFO.
What is Kennerley's compensation package?
The filing lists a $800,000 annual base salary, an $800,000 annual incentive bonus target, a $1.35 million one-time cash bonus paid over the first year, a $2.8 million one-time restricted share grant vesting over three years, and annual long-term equity and performance unit awards with a current total target value of $3.1 million.
What is Todd Foley's role after the transition?
Foley remains Interim CFO until April 3, 2025, then stays on as a Senior Vice President and continues on the senior leadership team to support the company until his retirement at the end of the first quarter.
Does the appointment involve any related-party transactions?
The filing states there are no family relationships or arrangements or understandings between Kennerley and any other person tied to his appointment. It also states he has not engaged, and does not propose to engage, in any transaction reportable under Item 404(a) of Regulation S-K.
04—Continue