Today, Kroger Co. announced that Chairman and Chief Executive Officer Rodney McMullen has resigned from the company following a board investigation of his personal conduct that, while unrelated to the business, was inconsistent with Kroger's Policy on Business Ethics.

The Board has appointed Lead Director Ronald "Ron" Sargent to serve as Chairman of the Board of Directors and interim Chief Executive Officer, effective immediately. The Board also announced that Mark Sutton will serve as Kroger's lead independent director, effective immediately.

Kroger informed that on February 21, the Board was made aware of certain personal conduct by McMullen and immediately retained outside independent counsel to conduct an investigation, which a special Board committee oversaw. Mr. McMullen's conduct is unrelated to the company's financial performance, operations or reporting, and it did not involve any Kroger associates.  

The Board of Directors has formed a Search Committee and engaged a nationally recognized firm to search for Kroger's next CEO. Sargent has agreed to serve until the next CEO is appointed. 

"As interim CEO, I am committed to working alongside our proven and experienced management team and dedicated associates to ensure Kroger continues providing exceptional value for our customers," said Mr. Sargent. "Kroger has been a special place throughout my retail career after spending summers in college working in stores, as well as my first ten years after business school at corporate headquarters, before more recently serving as lead independent director. My decades here have given me a full appreciation of what makes Kroger unique, and I am excited to work even more closely with this talented team. I plan to be a steady but active hand in executing our strategy."

Mr. Sargent has been a Kroger director since 2006 and has served as the lead director of Kroger since 2017. He spent the first ten years of his professional career at Kroger, working in several roles across stores, sales, marketing, manufacturing and strategy. Mr. Sargent is a veteran retail operator and leader with 35 years of experience, including as the Chairman and CEO of Staples, Inc. from 2002 to 2016 after joining the company in 1989. He currently serves on the board of Wells Fargo & Company, where he is Chair of the Human Resources Committee, and the board of Five Below, Inc. In connection with his new role, Mr. Sargent will step down from his service on the Audit Committee, the Corporate Governance Committee and the Public Responsibilities Committee.

"Over the years, Ron has played an integral role in the development and approval of Kroger's strategy, which has led us to the position of strength where we are today," said Mark Sutton, Kroger's newly appointed lead independent director. "Kroger will continue to deliver for our customers, invest in our associates, strengthen our communities, and reward our shareholders under Ron's leadership."

Kroger expects full-year Identical Sales without fuel to be at the high end of its guidance range and full-year Adjusted Earnings Per Share to be slightly above the high end of its guidance range. The Company will report its fourth quarter and full-year 2024 results and full-year 2025 guidance during its fourth quarter 2024 earnings conference call at 10:00 a.m. ET on Thursday, March 6, 2025.