Kroger CEO Resignation: Board Findings, Forfeited Pay, and Court Order

The Kroger CEO resignation happened on March 3, 2025, when Rodney McMullen stepped down after a board investigation concluded that his personal conduct violated the company’s ethics policy. Kroger has never said publicly what he did, and a judge has since sealed the only written account McMullen was required to give. His exit came a few months after the collapse of Kroger’s $24.6 billion merger with Albertsons, and it has since surfaced in litigation on more than one front.

What the Board Found

Kroger’s board learned of “certain personal conduct” by McMullen on February 21, 2025. It retained outside independent counsel and formed a special committee. Within ten days the investigation concluded that his behavior was “inconsistent with Kroger’s Policy on Business Ethics,” and he resigned effective immediately.1Kroger Investor Relations. Kroger Announces Resignation of CEO Rodney McMullen

The company was careful to draw two boundaries around what happened. The conduct was “not related to the Company’s financial performance, operations or reporting,” and it “did not involve any Kroger associates.”2WVXU. Kroger CEO Resigns Following Personal Conduct Investigation Beyond those two negatives, Kroger has said nothing. McMullen had run the company since January 1, 2014, and had added the chairman title a year later.3Progressive Grocer. Rodney McMullen

What McMullen Forfeited

The separation agreement Kroger filed with the SEC stripped McMullen of all unvested equity awards under the long-term incentive plan and made him ineligible for his 2024 bonus.4SEC. Kroger Co. Form 8-K The total value walked away from was roughly $11.2 million in potential bonus and stock payments.5Business Insider. Kroger CEO Lost $11 Million in Bonus and Stock Payments After Resignation Equity already fully vested at his departure date he kept. Kroger shares slipped a little over 1% the day of the announcement.6Investopedia. Kroger Stock Drops as CEO McMullen Resigns Following Conduct Probe

The Court Fight Over Explaining the Exit

The closest the public has come to learning what McMullen actually did was in an Ohio courtroom, in a lawsuit that has nothing to do with the reason he left. In 2023, a company co-owned by singer-songwriter Jewel Kilcher and Trevor Drinkwater, the CEO of Inclusion Companies, sued Kroger in Hamilton County Common Pleas Court. The plaintiffs alleged Kroger breached a partnership agreement for its “Wellness Your Way” festival in Cincinnati, and that after the event became profitable Kroger replaced their company with one run by the sister of a Kroger executive. They put their losses at $2 million invested plus at least $5 million in profits.7CNN. Lawsuit Involving Kroger and Singer Jewel Could Shed Light on Why Former CEO Resigned

McMullen was not a defendant but was listed as a potential trial witness. In deposition, plaintiffs’ counsel tried to question him about why he resigned, arguing the answer bore on his “credibility, integrity, and compliance” and on what they described as an “allegedly corrupt corporate culture at Kroger.”8Business Insider. Ex-Kroger CEO Rodney McMullen Judge Order Questioning Resignation His attorney, Jeffrey Hinebaugh, called the questioning “completely unrelated and personal” and “embarrassing.”

On August 1, 2025, Judge Christian Jenkins ordered McMullen to disclose the “facts and circumstances” of his resignation in writing, including the names of individuals involved, finding that a “generalized allegation of embarrassment does not satisfy his burden.”9Cincinnati Enquirer. Judge Ordering Former Kroger CEO to Explain Reason for Departure McMullen submitted the account under seal by August 8.

After reading it, the judge reversed his broader ruling. In an order filed August 21, 2025, Jenkins granted a protective order, finding that “the facts and circumstances surrounding Mr. McMullen’s resignation from his position as CEO of Kroger are not relevant to the claims before this Court,” that the questioning was “not proportional to the needs of the case,” and that it carried a “risk of annoyance, embarrassment, or oppression.”8Business Insider. Ex-Kroger CEO Rodney McMullen Judge Order Questioning Resignation The written account stays sealed, and the plaintiffs cannot ask about his departure at trial.10Bloomberg Law. Ex-Kroger CEO Spared Detailing Embarrassing Exit in Court Spat The underlying Jewel case had a trial scheduled for May 2026, and available reporting does not confirm whether it went forward or settled.7CNN. Lawsuit Involving Kroger and Singer Jewel Could Shed Light on Why Former CEO Resigned

The Resignation Meets the Albertsons Case

McMullen championed the $24.6 billion Albertsons acquisition announced in October 2022, and Kroger arranged to sell 579 stores and supporting infrastructure to C&S Wholesale Grocers for roughly $2.9 billion to appease regulators.11Kroger Investor Relations. Kroger, Albertsons, and C&S Wholesale Grocers Announce Updated Divestiture Plan On December 10, 2024, U.S. District Judge Adrienne Nelson in Oregon issued a preliminary injunction blocking the merger, calling it “presumptively unlawful” because the chains “engage in substantial head-to-head competition and the proposed merger would remove that competition.” A Washington state judge issued a parallel injunction the same day.12New York Times. Kroger-Albertsons Merger Blocked by Federal Judge The deal collapsed.

The next day, Albertsons sued Kroger in the Delaware Court of Chancery for willful breach, alleging Kroger failed to use its “best efforts” to secure regulatory approval. Albertsons is seeking a $600 million termination fee plus hundreds of millions more in expenses and damages.13Albertsons Companies. Albertsons Files Lawsuit Against Kroger for Breach of Merger Agreement Once McMullen was out, Albertsons’ attorneys told the Chancery Court that “McMullen micro-managed the merger from beginning to end, and his business ethics (or lack thereof) lie at the heart of this case.”14BoiseDev. Albertsons Kroger McMullen Kroger called the argument “desperation” meant to distract from what it described as Albertsons’ own conduct during the regulatory review.

Who Runs Kroger Now

The board installed lead independent director Ronald Sargent, the former Staples CEO and a Kroger director since 2006, as interim CEO and chairman the day McMullen left.4SEC. Kroger Co. Form 8-K During the roughly eleven months that followed, Kroger consolidated regional divisions, cut about 1,000 corporate positions, and closed underperforming stores and fulfillment centers.

On February 9, 2026, Kroger named Greg Foran as permanent CEO. Foran, 64, ran Walmart’s U.S. operations from 2014 to 2019 and most recently led Air New Zealand.15WSLS. Kroger Names Former Walmart Executive as Its New CEO He is credited with revitalizing Walmart’s grocery business by expanding fresh food, improving service, and building online ordering.16Fortune. Kroger CEO Greg Foran Sargent stays on as chairman to support the handoff.17Progressive Grocer. Kroger Names Greg Foran New CEO