01—Abstract
Summary
Summary of the 8-K filed February 9, 2026. Cited figures are marked; the original filing is the authoritative source.
On February 8, 2026, The Kroger Co.'s Board of Directors appointed Gregory S.
Foran, 64, as Chief Executive Officer, effective February 10, 2026, and as a member of the Board effective the same date. Foran previously served as CEO of Air New Zealand Limited from February 2020 until October 2025 and held several roles at Walmart from 2011 to 2020, including President and CEO of Walmart U.S. Ronald Sargent, the interim CEO and Chairman, will remain Chairman of the Board and will continue as principal executive officer through the filing of the Form 10-K for the fiscal year ended January 31, 2026, after which Foran assumes that role. The Offer Letter sets Foran's base salary at $1,500,000a per year, a 2026 annual cash incentive target of 200% of base salary (earnable from 0% to 200% of target), and an annual long-term incentive target of $12,000,000, with a standard grant in March 2026 subject to Compensation Committee approval.
The letter also provides special March 2026 performance unit grants for the 2024-2026 and 2025-2027 cycles, expatriate benefits, aircraft and automobile benefits, and change-in-control severance of two times the sum of base salary and target annual cash incentive. Foran's stock ownership requirement is six times base salary. In a press release (Exhibit 99.1), Kroger stated that it is reaffirming its previously issued fiscal year 2025 guidance and that it will provide an additional update on the leadership transition during its March 5 earnings call.
02—Key points
Key Highlights
- Gregory S. Foran, 64, appointed CEO effective February 10, 2026, and joins the Board the same day.
- Foran previously served as CEO of Air New Zealand Limited (February 2020 to October 2025) and at Walmart from 2011 to 2020, including as President and CEO of Walmart U.S. from August 2014 to January 2020.
- Base salary set at $1,500,000 per year, with a 2026 annual cash incentive target of 200% of base salary.
- Annual long-term incentive target of $12,000,000, with a standard grant expected in March 2026 subject to Compensation Committee approval.
- Special March 2026 performance unit grants for the 2024-2026 and 2025-2027 long-term incentive cycles, based on $1,000,000 divided by the grant date closing stock price.
- Change-in-control severance equal to two times the sum of base salary and target annual cash incentive, subject to excise tax provisions.
- Kroger reaffirmed its previously issued fiscal year 2025 guidance and will provide a leadership transition update on its March 5 earnings call.
03—Questions
Frequently Asked Questions
Who is the new CEO of Kroger and when does the appointment take effect?
Gregory S. Foran, 64, was appointed Chief Executive Officer by the Board on February 8, 2026, effective February 10, 2026. He was also appointed to the Board effective the same date.
What is Foran's prior experience?
Foran was CEO of Air New Zealand Limited from February 2020 until October 2025. Before that, he was at Walmart from October 2011, serving as President and CEO of Walmart China, President and CEO of the Walmart Asia region, and Executive Vice President, President and CEO of Walmart U.S. from August 2014 until January 2020.
What is Ron Sargent's role after Foran becomes CEO?
Sargent, the interim CEO, will continue as Chairman of the Board and will receive his current annual salary for that role. He will remain principal executive officer through the filing of the Form 10-K for the fiscal year ended January 31, 2026, after which Foran assumes that role.
What is Foran's compensation package?
The Offer Letter provides a base salary of $1,500,000 per year, a 2026 annual cash incentive target of 200% of base salary, and an annual long-term incentive target of $12,000,000, subject to Compensation Committee approval. It also includes special March 2026 performance unit grants and expatriate, aircraft, and automobile benefits.
Did Kroger change its financial guidance with this announcement?
No. The press release states that Kroger is reaffirming its previously issued fiscal year 2025 guidance. The company will provide an additional update on the leadership transition during its March 5 earnings call.
04—Continue