Form 4: Anne Gates Reports Acquisition of Phantom Stock in Kroger Co.

Director Anne Gates reports acquisition of phantom stock in Kroger Co. under a long-term incentive plan.

Summary

• On July 15, 2024, Anne Gates, a director of Kroger Co., acquired 3,810 phantom shares of common stock under the company's long-term incentive plan.
• These phantom shares represent the right to receive one common share upon distribution from the deferred compensation account following the termination of her services as an Independent Director.
• Following this transaction, Ms. Gates beneficially owns 31,025 shares of common stock directly and 20,606.579 phantom shares.
• The price of the derivative security is $0.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The filing reflects standard compensation practices and alignment of director interests with the company's long-term performance.

Positives

• The acquisition of phantom stock indicates continued alignment of the director's interests with the long-term performance of Kroger Co.

Future Outlook

The phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co.

Industry Context

Form 4 filings are routine disclosures for corporate insiders and provide transparency into their transactions in company stock. This filing indicates a director's participation in a long-term incentive plan, which is a common practice among publicly traded companies to align management and shareholder interests.

Comparison to Industry Standards

• Long-term incentive plans using phantom stock are common among large publicly traded companies like Walmart (WMT), Costco (COST), and Target (TGT).
• These plans typically vest over several years and are designed to incentivize executives and directors to focus on long-term value creation.
• The specific terms of Kroger's plan, such as vesting schedules and performance metrics, would need to be compared to those of its peers to fully assess its competitiveness.

Stakeholder Impact

• The acquisition of phantom stock aligns the director's interests with those of shareholders, incentivizing long-term value creation.

Key Dates