Albertsons Companies, Inc. ACI

Removed from 2025

• 52 Base Salary52 Cash Bonus55 Retention Bonus56 Long-Term Incentive Award Programs59 Deferred Compensation Plan59 401(k) Plan59 Other Benefits60 Perquisites60 Stock Ownership Guidelines and Restrictions on Trading60 Clawback Policies61 The Process of Setting Executive Compensation62 Compensation Risk Assessment
• Vivek Sankaran, age 62Former Chief Executive Officer and Director Thomas Moriarty, age 62Executive Vice President, M+A and Corporate Affairs Sharon McCollam, age 63President and Chief Financial Officer Omer Gajial, age 51Executive Vice President and Chief Merchandising & Digital Officer Susan Morris, age 56Former Executive Vice President and Chief Operations Officer; Current Chief Executive Officer and Director
• Following the conclusion of the 2024 fiscal year, in March 2025, we announced that Mr. Sankaran would be retiring on May 1, 2025.
• The Board proactively prepared for this transition as part of our CEO succession plan, resulting in Ms. Morris being appointed Chief Executive Officer and member of our Board on May 1, 2025, ensuring a smooth and well-coordinated leadership transition.
• The following changes were made to Ms. Morris’ compensation in connection with this transition effective May 1, 2025:
• •Annual base salary increased to $1,400,000;
• •Annual cash performance bonus targeted at 185% of her base salary; and
• •Annual equity award grant valued at $11,010,000.
• The increase in her total direct compensation sought to align Ms. Morris’ compensation with CEO peers at comparably sized companies while also considering Ms. Morris’ nearly four decades’ long experience and leadership in the retail grocery industry and extensive tenure with the Company.
• Throughout fiscal 2024 we continued to execute against our five strategic priorities:
• AnchorPay Mix Emphasizes Performance
• There were no material changes in the design of our executive compensation program from that used in fiscal 2023.
• In fiscal 2024, NEO base salaries remained at fiscal 2023 levels.
• Name Fiscal 2024 AnnualBase Salary Fiscal 2023 AnnualBase Salary PercentageChange Vivek Sankaran $1,500,000 $1,500,000 - Sharon McCollam $1,000,000 $1,000,000 - Susan Morris $1,000,000 $1,000,000 - Thomas Moriarty $900,000 $900,000 - ​Omer Gajial(1) $​900,000 ​N/A ​N/A
• (1)Mr. Gajial was not a NEO in fiscal 2023.
• Performance-Based Bonus Plans
• Our Corporate Incentive Plan is based on two components: quarterly Company performance and annual Company performance, each accounting for 50% of the total cash bonus opportunity for the fiscal year.
• Annual Bonus 50% Adjusted EBITDA 40% ID Sales 10% Senior Leader Scorecard
• What is the Senior Leader Scorecard and how does it work?
• The Senior Leader Scorecard measures team performance against preset, measurable goals tied to key strategic objectives for the fiscal year.
• The strategic objectives for fiscal 2024, along with the associated measurements and potential payouts, were as follows:
• Strategic Objectives Target Bonus Weight Measure Weight Payout Omnichannel Growth 7.5% 75% 0 – 200% Achieve community stewardship, climate action and workforce goals 2.5% 25% 0 – 200%
• The Compensation Committee also approves goals for the strategic objectives in the Senior Leader Scorecard.
• These goals are challenging yet achievable, and designed to avoid excessive risk-taking.
• The Senior Leader Scorecard payout can range from 0 - 200% based on the Compensation Committee’s assessment of achievement against the preset goals.
• Name Base Salaryfor Fiscal2024 Target Bonus(% of BaseSalary) Target Bonus($) Vivek Sankaran $1,500,000 200% $3,000,000 Sharon McCollam $1,000,000 125% $1,250,000 Susan Morris $1,000,000 125% $1,250,000 Thomas Moriarty $900,000 100% $900,000 ​Omer Gajial $​900,000 100% $​900,000
• Quarterly Bonus
• Quarterly Target Amount.
• Each NEO’s quarterly bonus (“Quarterly Target Amount”) is determined by multiplying the target for the quarterly bonus by approximately 25% (the number of weeks in the applicable quarter divided by the number of weeks in the year).
• Quarterly Performance Modifier.
• Prior to the beginning of the fiscal year, our Board reviews and approves the fiscal plan for the financial year.
• The approved fiscal plan is based on forecasted financials including quarterly ID Sales and Adjusted EBITDA.
• After each quarter, management updates the Board on the Company’s performance against the plan which determines the payout percentage of the Quarterly Target Amount (“Quarterly Performance Modifier”).
• The Compensation Committee certifies the Quarterly Performance Modifier for the quarterly cash bonus payout.
• The quarterly bonus structure is summarized below.
• The Company’s actual performance against the set targets and the quarter’s cash bonus payouts based on such performance were as follows (in millions, except percentages):
• Metric Q1 2024 Q2 2024 Q3 2024 Q4 2024 Target Adjusted EBITDA $1,210 $973 $1,125 $992 Actual Adjusted EBITDA* $1,184 $901 $1,065 $855 Adjusted EBITDA* Payout ​83.8% ​44.0% ​60.0% 0.0% Target ID Sales % ​0.9% ​2.0% 2.2% 2.6% Actual ID Sales % 1.4% 2.5% 2.0% 2.3% ID Sales Payout ​100% ​100% ​90.0% 85.0% Total Payout (% of target) ​90.3% ​66.4% ​72.0% 34.0%
• The quarterly bonus earned by the NEOs were as follows:
• Name Actual Quarterly Cash Bonus Earned(1) Aggregate Quarterly Bonus Q1 2024 Q2 2024 Q3 2024 Q4 2024 Vivek Sankaran $416,898 $230,241 $249,231 $117,692 $1,014,062 Sharon McCollam $173,708 $95,934 $103,846 $49,038 $​422,526 Susan Morris $173,708 $95,934 $103,846 $49,038 $422,526 Thomas Moriarty $125,070 $69,072 $74,769 $35,308 $304,219 ​Omer Gajial $125,069 $69,072 $​74,769 $35,307 $​304,217
• (1)Based on a 16-week quarter in Q1 and 12-week quarters Q2 through Q4.
• Metric Fiscal 2024 Target Adjusted EBITDA $4,300 Actual Adjusted EBITDA* $4,005 Payout 48.55% Target ID Sales % 1.9% Actual ID Sales % 2.0% Payout 100.00% Senior Leader Scorecard Payout 68.13% Total Payout – SLT ​71.09%
• The cash bonus for the annual portion and the aggregate cash bonus (inclusive of quarterly bonus) earned by each NEO for fiscal 2024 were as follows:
• Name AggregateQuarterlyBonus AnnualPortion of TotalCash Bonus Total Quarterly+ Annual CashBonus forFiscal 2024 Vivek Sankaran $1,014,062 $1,066,320 $2,080,382 Sharon McCollam $422,526 $444,300 $866,826 Susan Morris $422,526 $444,300 $866,826 Thomas Moriarty $304,219 $319,896 $624,115 ​Omer Gajial $​304,219 $​319,896 $​624,115
• The quarterly bonus is paid at the end of each quarter upon certification of quarterly performance by the Compensation Committee.
• The annual bonus for fiscal 2024 and the quarterly bonus for the fourth quarter of fiscal 2024 were paid in April 2025.
• AnchorRetention Bonus
• Accordingly, the Company entered into retention award agreements with key leaders of the Company on March 1, 2023, including Ms. McCollam, Ms. Morris, and Mr. Gajial who were allocated retention awards in the amounts of $4 million, $4 million and $3 million, respectively.
• Mr. Moriarty was allocated a retention award in the amount of $2.7 million following the start of his employment in June 2023.
• The Compensation Committee recognized the possibility that the merger may not close due to factors outside of the executives’ control.
• To mitigate the risk of talent attrition in that scenario, the awards were structured to provide delayed and deferred payouts only after the merger agreement was formally terminated.
• This approach was designed to ensure stability and continuity of leadership during a complex and protracted regulatory approval period, regardless of whether the merger closed—not to reward for deal failure.
• While the Compensation Committee acknowledges that the NEOs hold Company equity awards, such equity awards are subject to the near-term risks associated with the merger, which include regulatory uncertainty, increased public scrutiny, and potential disruption to the executive talent market.
• The retention awards were therefore supplemental to the Company’s compensation program, not duplicative, and overall designed to address specific retention risks and avoid broader disruption that could jeopardize merger execution or the Company’s standalone operations both during the merger process and potentially after.
• Name Retention Bonus Vivek Sankaran(1) ​N/A Sharon McCollam $2,000,000 Susan Morris $2,000,000 Thomas Moriarty $1,350,000 ​Omer Gajial $1,500,000
• (1)Mr. Sankaran did not receive a retention award.
• Accordingly, the fiscal 2024 awards were granted to all equity eligible associates (including NEOs) on April 24, 2024, following the release of the Company’s fiscal 2023 earnings.
• Name Performance-Based RSUs Awarded in Fiscal 2024(@ Target) Performance-Based RSUsSubject to BeingEarned For Fiscal 2024 (@ Target) Performance-Based RSUsEarned For Fiscal 2024(83.33% of Target) Vivek Sankaran 286,640 95,547 79,619 Sharon McCollam 99,701 33,234 27,694 Susan Morris 109,671 36,557 30,463 Thomas Moriarty 87,238 29,080 24,232 ​Omer Gajial ​80,384 26,795 22,328
• Fiscal 2022 Grant
• Name Fiscal 2022Performance-Based RSUs@Target % Achieved Performance-Based RSUsEarned forFiscal 2024Performance Vivek Sankaran 54,317 83.33% 45,262 Sharon McCollam 22,871 83.33% 19,058 Susan Morris 22,871 83.33% 19,058 Thomas Moriarty(1) N/A N/A N/A ​Omer Gajial 11,592 83.33% ​9,660
• (1)Mr. Moriarty did not receive an annual equity award in fiscal 2022 because his employment began during fiscal 2023.
• Name Fiscal 2023Performance-Based RSUs@Target % Achieved Performance-Based RSUsEarned forFiscal 2024Performance Vivek Sankaran 91,146 83.33% 75,952 Sharon McCollam 38,194 83.33% 31,827 Susan Morris 38,194 83.33% 31,827 Thomas Moriarty 26,624 83.33% 22,186 ​Omer Gajial 22,135 83.33% 18,445
• Sankaran was entitled to the use of our corporate aircraft for up to 50 hours per year for himself, his family members, and guests at no cost to him, other than the payment of income tax on such usage at the lowest permissible rate.AnchorStock Ownership Guidelines and Restrictions on TradingTo more closely align senior management’s interests with those of our stockholders, the Board has adopted stock ownership guidelines.
• These guidelines require certain senior executives to acquire and hold a minimum dollar value of our Common Stock as detailed below:Unexercised stock options, unearned shares and RSUs that vest based on attainment of performance criteria do not count towards meeting the stock ownership guidelines.Covered individuals are expected to achieve the target level within five years from June 30, 2020, or their appointment date.
• The Board has approved the recommendation.Compensation CommitteeKim Fennebresque (Chair)Brian Kevin TurnerMary Elizabeth West
• Name and Principal Position FiscalYear(2) Salary($) Bonus($)(3) StockAwards($)(4) Non-EquityIncentive PlanCompensation($)(5) All OtherCompensation($)(6) Total($) Vivek Sankaran Former Chief Executive Officer 2024 1,500,000 — 11,499,997 2,080,382 160,132 15,240,511 2023 1,500,000 — 10,500,020 2,931,642 193,621 15,125,283 2022 1,500,000 — 9,499,985 4,904,692 198,453 16,103,130 Sharon McCollam President and Chief Financial Officer 2024 1,000,000 2,000,000 4,000,004 866,826 15,418 7,882,248 2023 1,000,000 — 4,399,987 1,221,517 3,716 6,625,220 2022 1,000,000 — 4,000,021 2,335,569 5,378 7,340,968 Susan Morris Former Executive Vice President and Chief Operations Officer; Current Chief Executive Officer 2024 1,000,000 2,000,000 4,400,001 866,826 11,250 8,278,076 2023 1,000,000 — 4,399,987 977,214 92,059 6,469,260 2022 1,000,000 172,637 4,000,021 1,868,454 105,756 7,146,868 Thomas Moriarty Executive Vice President, M&A and Corporate Affairs 2024 900,000 1,350,000 3,499,989 624,115 — 6,374,103 2023 657,692 — 3,499,991 584,221 — 4,741,904 ​Omer Gajial(1) Executive Vice President and Chief Merchandising and Digital Officer 2024 900,000 1,500,000 3,225,006 ​624,115 ​58,098 ​6,307,219
• Mr. Gajial will leave the Company effective August 23, 2025.
• He will receive certain payments and continued health benefits pursuant to his employment agreement, as well as other severance benefits.
• (2)Reflects the fiscal years ended February 22, 2025, February 24, 2024 and February 25, 2023.
• (3)Reflects payments of cash retention bonuses paid in fiscal 2024 under the Retention Program and Ms. Morris’ tax bonus, which was equal to 4% of the grant date fair market value of certain pre-IPO TBRSU grants upon their vesting in fiscal 2022.
• Name FiscalYear Retention Bonus($) Tax Bonus($) Vivek Sankaran 2024 — — 2023 — — 2022 — — Sharon McCollam 2024 2,000,000 — 2023 — — 2022 — — Susan Morris 2024 2,000,000 — 2023 — — 2022 — 172,637 Thomas Moriarty 2024 1,350,000 — 2023 — — 2022 — — ​Omer Gajial 2024 1,500,000 — 2023 — — 2022 — —
• (4)Reflects the aggregate grant date fair market values of the equity awards at target.
• The grant date fair market values were determined based on the closing price per share of Common Stock of $20.06 on April 24, 2024.
• Name FiscalYear Aircraft($)(a) LifeInsurance/HealthBenefit($) OtherPayments($)(b) DeferredCompensationPlan CompanyContribution($)(c) 401(k) PlanCompanyContribution($) Vivek Sankaran 2024 151,195 — 8,937 — — Sharon McCollam 2024 — 4,168 — — 11,250 Susan Morris 2024 — — — — 11,250 Thomas Moriarty 2024 — — — — — ​Omer Gajial 2024 — — — ​47,848 10,250
• (b)Imputed income to Mr. Sankaran for life insurance premiums.
• Name ApprovalDate(1) GrantDate(2) Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(3) Estimated Future Payouts UnderEquity Incentive Plan Awards(4) AllOtherStockAwards:Numberof Units(5)(#) GrantDate FairValueof StockAwards(6)($) Threshold($) Target($) Maximum($) Threshold(#) Target(#) Maximum(#) Vivek Sankaran 750,000 3,000,000 6,000,000 3/11/2024 4/24/2024 214,980 286,640 573,280 5,749,998 3/11/2024 4/24/2024 286,640 5,749,998 Sharon McCollam 312,500 1,250,000 2,500,000 3/11/2024 4/24/2024 74,776 99,701 199,402 2,000,002 3/11/2024 4/24/2024 99,701 2,000,002 Susan Morris 250,000 1,250,000 2,500,000 — 3/11/2024 4/24/2024 82,253 109,671 219,342 2,200,000 3/11/2024 4/24/2024 109,671 2,200,000 Thomas Moriarty 225,000 900,000 1,800,000 3/11/2024 4/24/2024 65,429 87,238 174,476 1,749,994 3/11/2024 4/24/2024 87,238 1,749,994 ​Omer Gajial 225,000 900,000 1,800,000 3/11/2024 4/24/2024 ​60,288 ​80,384 160,768 1,612,503 3/11/2024 4/24/2024 ​80,384 1,612,503
• (2)The grant date of the respective long-term incentive awards.
• (6)The grant date fair values of the TBRSUs and the PBRSUs were determined using the closing price of Common Stock on April 24, 2024 of $20.06 per share.
• Name Number ofShares orUnits ofStock ThatHave NotVested(#)(1) MarketValue ofShares orUnits ofStock ThatHave NotVested($)(2) EquityIncentivePlanAwards:Number ofUnearnedShares orUnits ThatHave NotVested(#)(3) EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares orUnits ThatHave NotVested($)(2) Vivek Sankaran 572,640(4) 11,767,752 523,249(5) 10,752,767 Sharon McCollam 217,903(6) 4,477,907 198,960(7) 4,088,628 Susan Morris 228,721(8) 4,700,217 208,930(9) 4,293,512 Thomas Moriarty 117,998(10) 2,424,859 140,486(11) 2,886,987 ​Omer Gajial 141,236(12) 2,902,400 136,246(13) 2,799,855
• (5)Reflects 241,010 shares of PBRSUs subject to fiscal 2024 performance, 186,693 shares of PBRSUs subject to fiscal 2025 performance, and 95,546 shares of PBRSUs subject to fiscal 2026 performance.
• (11)Reflects 55,704 PBRSUs that were subject to being earned based on fiscal 2024 performance, 55,703 PBRSUs that may be earned based on fiscal 2025 performance, and 29,079 PBRSUs that may be earned based on fiscal 2026 performance.