Greg Foran takes over as Kroger (NYSE: KR) CEO as company reaffirms 2025 outlook
Rhea-AI Filing Summary
The Kroger Co. appointed retail veteran Gregory S. (Greg) Foran, 64, as Chief Executive Officer, effective February 10, 2026, and named him to its Board of Directors. He succeeds interim CEO Ron Sargent, who will remain Chairman of the Board and act as principal executive officer until the fiscal 2025 Form 10-K is filed.
Foran will receive a $1,500,000 annual base salary, an annual cash incentive target equal to 200% of salary, and a long-term equity incentive target of $12,000,000 beginning with a March 2026 grant, plus special performance-unit grants tied to ongoing 2024–2026 and 2025–2027 cycles. His package also includes expatriate benefits, use of company aircraft up to $200,000 per year, and change-in-control severance equal to two times salary plus target bonus upon a qualifying termination.
Kroger highlighted Foran’s prior leadership at Walmart U.S. and Air New Zealand and reaffirmed its previously issued fiscal year 2025 guidance, signaling continuity in its strategic and financial outlook during the leadership transition.
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Insights
Kroger installs a seasoned CEO with a robust, performance-linked pay package while reaffirming 2025 guidance.
Kroger is moving from an interim to a permanent leadership structure by appointing Greg Foran as CEO and director, while Ron Sargent remains Board Chair. This separates board leadership from day-to-day management and ends a period of interim oversight.
Foran’s compensation is heavily performance-oriented: a
The company is also reaffirming its fiscal year 2025 guidance, suggesting it expects to maintain its current financial trajectory through the transition. Future disclosures during the earnings call on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 8, 2026, the Board of Directors (the “Board”) of The Kroger Co. (the “Company”) appointed Gregory S. Foran, 64, Chief Executive Officer (“CEO”), effective as of February 10, 2026. Mr. Foran was also appointed as a member of the Board, effective as of February 10, 2026.
Mr. Foran previously served as the Chief Executive Officer of Air New Zealand Limited from February 2020 until October 2025. Prior to joining Air New Zealand, Mr. Foran had been at Walmart since October 2011, including serving as Executive Vice President, President and Chief Executive Officer, Walmart U.S. from August 2014 until January 2020, as President and Chief Executive Officer for the Walmart Asia region from May 2014 to August 2014, and as President and Chief Executive Officer of Walmart China from March 2012 to May 2014.
In connection with and contingent upon Mr. Foran’s appointment by the Board as CEO, the Company has entered into an offer letter with Mr. Foran (the “Offer Letter”). Under the Offer Letter, Mr. Foran will be entitled to the following CEO compensation and benefits: (1) base salary at a rate of $1,500,000 per year; (2) participation starting in 2026 in the Company’s annual cash incentive plan awards, with an annual target award opportunity equal to 200% of base salary that can be earned from 0% to 200% of target based on actual performance; (3) subject to approval by the Compensation Committee of the Board, participation in the Company’s long-term incentive compensation program and equity awards, starting with a standard grant in March 2026 with an annual target award opportunity equal to $12,000,000 (currently anticipated to be a mix of 20% in time-based stock options, 30% in time-based restricted shares, and 50% in performance units); (4) standard participation in the Company’s health, welfare, benefits and retirement programs for executives; (5) five weeks of paid vacation annually; and (6) eligibility for personal use of Company-provided aircraft for up to $200,000 per year and an automobile allowance (or comparable car service) for three months (without reimbursement for related taxes).
In addition, to align Mr. Foran’s service with prior incentive awards, the Offer Letter provides that Mr. Foran will receive in March 2026 a special grant of performance units for each of the ongoing 2024-2026 and 2025-2027 long-term incentive compensation program cycles. The number of target performance units for each cycle’s grant will be based on $1,000,000 divided by the grant date closing stock price, and then divided by a percentage reflective of the current projected cycle performance, and earned during the remaining performance period for each cycle based on actual performance. The special grant is subject to the other terms and conditions provided for such grants under the applicable award agreements. The Offer Letter also provides that Mr. Foran will receive expatriate benefits, including up to $250,000 per year for two years to cover personal housing expenses and New Zealand healthcare and financial and tax planning costs, up to $50,000 per year after that to further cover New Zealand healthcare, financial and tax planning costs, and up to $50,000 in a post-employment payment for further tax planning services (without reimbursement for related taxes).
During employment, Mr. Foran will participate in the Company’s standard employee severance benefit plan relating to any change in control of the Company, which plan generally provides for the following benefits upon a qualifying termination of employment relating to a change in control of the Company: (1) cash severance equal to two times the sum of his base salary plus his target annual cash incentive award opportunity; (2) payment of any accrued but unpaid vacation and banked vacation; (3) continued health coverage for up to 24 months and continued group term life insurance coverage for up to 6 months; and (4) up to $10,000 in outplacement reimbursement benefits. These benefits will be reduced to ensure that none are subject to any change in control excise tax under the U.S. tax code (or will be made in full, subject to the excise tax, depending on which approach puts Mr. Foran in the best after-tax position). As part of his hiring process, Mr. Foran will participate in the Company’s standard executive relocation program, including one month of base salary to cover miscellaneous relocation expenses (certain relocation expenses may be subject to reimbursement for taxes).
Mr. Foran will be covered during his executive service by the Company’s standard stock ownership guidelines for executives at a level equal to six times his base salary with an initial compliance period of five years, and is expected to enter into the Company’s standard indemnification agreement for executive officers. Compensation and benefits provided to Mr. Foran will be subject to application of the Company’s compensation clawback policies as in effect from time to time, as applicable.
There are no family relationships, or arrangements or understandings between Mr. Foran and any other person pursuant to which he was appointed Chief Executive Officer. Mr. Foran has not engaged in any transaction with the Company during the last fiscal year, and he does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.
Ronald Sargent, the Company’s current interim Chief Executive Officer and Chairman of the Board, will continue to serve as Chairman of the Board. Mr. Sargent will continue to receive his current annual salary in his role as Chairman of the Board. Mr. Sargent will continue to act as the Company’s principal executive officer through the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, after which Mr. Foran will assume such role.
Item 7.01 Regulation FD Disclosure.
On February 9, 2026, Kroger issued a press release regarding the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release of The Kroger Co. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE KROGER CO. | ||
| By: | /s/ George H. Vincent | |
| Name: | George H. Vincent | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| Dated: February 9, 2026 | ||
Exhibit 99.1
Kroger Appoints Greg Foran as Chief Executive Officer
Accomplished Food Retail Leader Brings Strong Experience as Company Advances Its Growth Strategy
Ron Sargent Continues as Chairman of Kroger’s Board of Directors
CINCINNATI, Ohio (February 9, 2026) — The Kroger Co. (NYSE: KR) today announced its Board of Directors appointed Greg Foran as Chief Executive Officer, effective immediately. Foran will also join Kroger’s Board of Directors and succeeds Ron Sargent, who served as interim CEO since March 2025. This announcement follows an extensive search process conducted by the Board to identify an innovative retail leader with a strong track record of execution at scale.
“Greg is a highly respected operator who knows how to run large-scale retail businesses, strengthen store execution, and lead high-performing teams,” said Sargent. “His leadership style, focus on the customer, commitment to associates, and disciplined approach to execution are the perfect fit for Kroger. The Board is confident Greg is the right leader to guide Kroger into its next chapter.”
Foran brings over 40 years of experience leading large, complex consumer businesses through periods of transformation, growth, and digital adoption. Having led businesses across five countries, he brings a global perspective on innovation and a deep belief that culture is the foundation and the key to delivering consistent top- and bottom-line growth.
Foran led Walmart U.S. for six years, where he oversaw a turnaround of the company’s largest division until 2019. He accelerated Walmart’s digital capabilities, introducing online ordering and pick up and driving meaningful retail media results. During his tenure, Foran delivered positive comparable sales growth for 20 consecutive quarters and managed more than 4,600 stores and one million associates.
He most recently served as Chief Executive Officer of Air New Zealand where he led an end-to-end digital transformation to improve the customer experience and make the business more agile. Foran guided the airline through significant disruption amid the pandemic, maintaining a focus on operational rigor and long-term resilience. Throughout his five years as CEO, he led complex union negotiations, managed multiple supply chain crises, and invested in fleet upgrades.
“Kroger is one of the most dynamic companies in retail,” said Foran. “The company is built on a strong foundation, supported by a talented leadership team, and caring associates who are dedicated to the customers and communities they serve. At this moment in Kroger’s journey, I can honestly say this is the best job on the planet. I look forward to working with the Board and the entire team to build on this momentum, continue raising the bar for customers, and deliver long-term value for customers, associates, and shareholders.”
Sargent will continue to serve as Chairman of the Board, ensuring a smooth leadership transition. The company will provide an additional update on the leadership transition during its March 5 earnings call.
The Company is reaffirming its previously issued fiscal year 2025 guidance and remains committed to delivering sustainable value for shareholders.
About Kroger
At The Kroger Co. (NYSE: KR), we are, across our family of companies more than 400,000 associates who serve over 11 million customers daily through an eCommerce and store experience under a variety of banner names, serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities. To learn more about us, visit our newsroom and investor relations site.
Contacts: Media: Holly Stutz Smith (513) 762-1080; Investors: Rob Quast (513) 762-4969
This press release contains certain statements that constitute "forward-looking statements" about the future performance of the company, namely reaffirming its 2025 guidance. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as "guidance,” and “committed”. Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" in our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following:
Kroger's ability to achieve sales, earnings, incremental FIFO operating profit, and adjusted free cash flow goals may be affected by: labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; changes in the types and numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, and the aggressiveness of that competition; Kroger's response to these actions; the state of the economy, including interest rates, the inflationary, disinflationary and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; manufacturing commodity costs; supply constraints; diesel fuel costs related to Kroger’s logistics operations; trends in consumer spending; the extent to which Kroger’s customers exercise caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; stock repurchases; changes in the regulatory environment in which Kroger operates, along with changes in federal policy and at regulatory agencies; Kroger’s ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger’s ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the effect of public health crises or other significant catastrophic events; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of Kroger's future growth plans; the ability to execute our growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses, and our ability to better serve our customers and to generate customer loyalty and sustainable growth through our strategic pillars of fresh, our brands, personalization, and eCommerce; the outcome of litigation matters, including those relating to the terminated transaction with Albertsons; and the risks relating to or arising from our opioid litigation settlements, including the risk of litigation relating to persons, entities, or jurisdictions that do not participate in those settlements. Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.
Kroger assumes no obligation to update the information contained herein unless required by applicable law. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.
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