Albertsons Companies Inc
For the period ended Aug 7, 2025. Filed Jun 20, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 7, 2025 · Filed Jun 20, 2025
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement and in our annual report on Form 10-K for the year ended February 22, 2025 (the “2024 Form 10-K”) as filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2025. You should read this proxy statement and the 2024 Form 10-K before voting.
Annual Meeting of Stockholders
| DATE AND TIMEAugust 7, 20253:00 p.m., Mountain Daylight Time | PLACE:www.virtualshareholdermeeting.com/ACI2025 | RECORD DATE:June 11, 2025 |
We are holding the Annual Meeting in a virtual-only format. You will not be able to attend the Annual Meeting in person.
How to Vote
| BY INTERNET | • Go to the website http://www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week. |
| • You will need the 16-digit number included on your proxy card. | |
| BY TELEPHONE | • From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week. |
| • You will need the 16-digit number included on your proxy card. | |
| BY MAIL | • Mark your selections on the proxy card. |
| • Date and sign your name exactly as it appears on your proxy card. | |
| • Mail the proxy card in the enclosed postage-paid envelope provided to you. |
See “Questions and Answers About the Annual Meeting and Voting” for information regarding attending the Annual Meeting.
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Annual Meeting Agenda and Voting Roadmap
| PROPOSAL 1: | |
| Election of 11 Director Nominees | |
| We are submitting 11 director nominees for election at our Annual Meeting. The nominees were recommended by our Governance, Compliance and ESG Committee (the “Governance Committee”) and our Board of Directors (the “Board”) approved the nominees for election. If elected, the directors will hold office until our 2026 annual meeting and serve until their successors have been duly elected and qualified or until any such director’s earlier resignation or removal. | |
| Our Board recommends a vote “FOR” each director nominee. |
| PROPOSAL 2: | |
| Ratification of the Appointment of the Independent Registered Public Accounting Firm | |
| The Audit and Risk Committee (the “Audit Committee”) has appointed Deloitte and Touche LLP (“Deloitte and Touche”) to serve as our independent registered public accounting firm for the fiscal year ending February 28, 2026. | |
| Our Board recommends a vote “FOR” this proposal. |
| PROPOSAL 3: | |
| Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation | |
| Pursuant to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing stockholders with an opportunity to cast an advisory vote on the compensation of our named executive officers (“NEOs”) as disclosed in the Compensation Discussion & Analysis (“CD&A”), the compensation tables, narrative discussion, and related footnotes included in this proxy statement. | |
| Our Board recommends a vote “FOR” this proposal. |
| STOCKHOLDER PROPOSALS 4-6: | |
| Stockholder Proposals, if properly presented at the Annual Meeting | |
| Proposal 4: We are seeking your vote AGAINST the stockholder proposal requesting that Albertsons disclose specific food waste measurements. The proposal and our opposition statement can be found starting on page 83. | |
| Proposal 5: We are seeking your vote AGAINST the stockholder proposal requesting that our Board issue a report on our human rights policy and human rights due diligence process. The proposal and our opposition statement can be found starting on page 86. | |
| Proposal 6: We are seeking your vote AGAINST the stockholder proposal requesting that our Board issue a report on the risks of state policies restricting reproductive health care. The proposal and our opposition statement can be found starting on page 90. | |
| Our Board recommends a vote “AGAINST” each proposal. |
In addition, we will conduct any other business that may properly come before the Annual Meeting. See “Questions and Answers About the Annual Meeting and Voting” for more information.
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Our Director Nominees
The following table provides summary information about each director nominee.
See Proposal 1 beginning on page 16 for more information on our Board and corporate governance.
| Name, Age and Principal Occupation | Committee Membership | Relevant Skills & Experiences | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| CC | AC | GC | TC | FC | |||||||
| Sharon Allen, 73Former U.S. Chairman of Deloitte LLPIndependent | Director Since 2015 | Chair | ||||||||||
| Frank Bruno, 60 CEO and Chief Investment Officer of Cerberus Capital Management, L.P. Director Since 2025 | |||||||||||
| James Donald*, 71Former CEO and President of AlbertsonsIndependent | Director Since 2019 | |||||||||||
| Kim Fennebresque, 75Former Senior Advisor to Cowen Group Inc.Independent | Director Since 2015 | Chair | ||||||||||
| Allen Gibson, 59Chief Investment Officer of Centaurus Capital LPIndependent | Director Since 2018 | Chair | ||||||||||
| Lisa Gray, 69Vice Chair and Senior Legal Officer of CerberusOperations & Advisory Company, LLCDirector Since 2023 | |||||||||||
| Sarah Mensah, 60President of Jordan Brand at Nike Inc.Independent | Director Since 2023 | |||||||||||
| Susan Morris, 56CEO of AlbertsonsDirector Since 2025 | |||||||||||
| Alan Schumacher, 78Former Member of the Federal Accounting Standards Advisory BoardIndependent | Director Since 2015 | Chair | ||||||||||
| Brian Kevin Turner, 60Chairman of Zayo Group and former COO of Microsoft CorporationIndependent | Director Since 2020 | Chair | ||||||||||
| Mary Elizabeth West, 62Former Senior Vice President and Chief Growth Officer, The Hershey CompanyIndependent | Director Since 2020 | Chair | ||||||||||
| AC Audit Committee CC Compensation Committee FC Finance Committee GC Governance Committee TC Technology Committee | * Chair of the Board Corporate Governance Financial Literacy/Expertise Food and/or Retail Industry | Information Technology and Cybersecurity Mergers and Acquisitions & Financial Transactions Operations and/or Marketing Public Company Leadership/Other Public Company Board Service | Real Estate Risk Management Strategic Planning |
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| Independence73%Independent | Average Tenure4.9 Years | Average Age63 Years | Gender45% female55% male |
| 8 of 11 director nomineesare Independent | <3 Years: 37%3-6 Years: 27%7-10 Years: 36% | 50-60 Years: 37%61-70 Years: 36%>70 Years: 27% | Female: 5Male: 6 |
Relevant Skills, Background & Expertise
Our Board nominees bring a blend of distinguished leadership, varied perspectives, strategic expertise and professional backgrounds that are relevant to our business and strategic goals, including:
| Corporate Governance 9 directors | Financial Literacy/Expertise11 directors |
| Food and/or Retail Industry 5 directors | Information Technologyand Cybersecurity2 directors |
| Mergers and Acquisitions and Financial Transactions 3 directors | Operations and/or Marketing6 directors |
| Public Company Leadership/Other Public Company Board Service 9 directors | Real Estate2 directors |
| Risk Management11 directors | Strategic Planning11 directors |
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Board Governance Highlights
Our adoption and prioritization of leading governance principles have helped us manage risk and sustain business success over the long term. Our core corporate governance practices include:
Majority IndependentBoard
Independent Standing Committees
Separate CEO and Chair
Board oversight of strategy and major organizational risks
| Largest stockholder has representation on our Board and has director nomination rights | Board committees with focus on risk management, ESG, cybersecurity and AI | Annual Board and committee evaluations | Regular executive sessions during Board and committee meetings |
| Directors subject to stock ownership guidelines to align with long-term stockholder interests | No term limits or mandatory retirement age allowing directors to develop insight into the Company and its operations | Limitation on other board service | Directors regularly attend all Board and committee meetings |
| Unclassified Board and annual election of directors | Majority voting standard | Commitment to refreshing the Board with a variety of skills, backgrounds and expertise | High degree of interaction with management and Executive succession planning |
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Fiscal 2024 Business Overview
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We have consistently achieved higher total returns as compared to the S&P 500 Retail Composite Index from June 26, 2020 (the date our Common Stock began trading on the NYSE) through the end of our 2024 fiscal year (February 22, 2025).
Comparison of Cumulative Total Return (Since Listing)
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Executive Compensation Advisory Vote
The Compensation Committee structures our executive compensation program to attract, motivate, reward, and retain top talent to lead our Company’s efforts in increasing our competitive advantage and deliver exceptional financial performance and operating results. This includes building a solid foundation for long-term growth while consistently achieving strong near-term results.
We value the input and insights of our stockholders and are committed to ongoing engagement with them. As part of our executive compensation setting process, the Compensation Committee conducts an annual review of our compensation program and considers the most recent say-on-pay voting results. Our stockholders continue to show significant support for our executive compensation program, as evidenced by the 90.3% of votes cast in favor of our say-on-pay proposal at the 2024 annual meeting.
As a result of this strong endorsement, the Compensation Committee determined its existing compensation program closely aligned with the interests of our stockholders and decided to maintain its existing design. This alignment is achieved by directly linking compensation to Company and individual performance, as well as the achievement of key strategic goals.
| How We Pay for Performance | |
| We executed on our pay-for-performance philosophy in fiscal 2024 by: | |
| • Providing competitive, market-driven total compensation to our NEOs | |
| • Allocating a high percentage of annual target total compensation for our NEOs as variable and at risk | |
| For Mr. Sankaran, 90% of target total compensation was variable of which 51% was performance-based | |
| For our other NEOs, 82% of target total compensation was variable of which 48% was performance-based | |
| • Setting quantifiable annual financial and operational targets to determine the cash bonus payout with a cap of 200% of target to promote performance and responsible risk practices | |
| • Modifying the final annual cash bonus payout to our NEOs based on achievement against quantifiable key strategic goals in the Senior Leader Scorecard | |
| • Tying earnings per share (“EPS”) goals and return on invested capital (“ROIC”) modifiers to our performance-based restricted stock units (“PBRSUs”) to drive Company performance |
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Sound Program Design
Our Compensation Committee has adopted industry-leading practices for executive compensation which enable us to drive our pay-for-performance philosophy. Key features of our program design include:
| What We Do | What We Don’t Do |
|---|---|
| Provide competitive, market-driven total compensation Balance mix of pay components with an appropriate focus on both short- and long-term performance measures Use quantitative targets linked to Company financial and operational performance and strategic goals Cap incentive payouts Maintain robust stock ownership guidelines Include fault and no-fault based recoupment or “clawback” policies in our compensation program Include double-trigger clauses for change in control in employment agreements Restrict short sales and other speculative trading on our Common Stock Retain an independent compensation consultant that performs no other services for the Company | Provide automatic salary increases Provide high levels of fixed compensation Use metrics unrelated to our operational goals Reward imprudent risk-taking Guarantee annual cash bonuses Provide executive-only retirement programs Pay above market returns on any deferred compensation plan Pay excessive perquisites Provide tax gross-ups |
See Proposal 3 beginning on page 45 for more information on our executive compensation.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.