DEF 14A of Albertsons Companies, Inc., Jun 21, 2023

DEF 14A of Albertsons Companies, Inc.

Filed Jun 21, 2023 · FY20220001140361-23-030647

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees See Proposal 1 beginning on page 15 for more information on our Board and corporate governance. The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast.

  2. Our Director Nominees

    | | Name and Principal Occupation | Age | Director Since | Committee Membership | | | | | Relevant Skills & Experiences | | | | | | CC | AC | GC | TC | FC | | | | Vivek Sankaran CEO of ACI | 60 | 2019 | | | | | | Public Company Leadership; Financial Literacy; Risk; Food & Retail; Operations; Strategy | | | James Donald* Former CEO and President of ACI | 69 | 2019 | | | | | | Public Company Leadership; Financial Literacy; Risk; Food & Retail; Operations; Strategy; Real Estate | | | Chan Galbato* CEO of Cerberus Operations and Advisory Company, LLC | 60 | 2021 | | | | | | Public Company Leadership; Financial Literacy; Risk; Operations; Strategy | | | Sharon Allen+ Former U.S. Chairman of Deloitte LLP | 71 | 2015 | | | | | | Public Company Leadership; Corporate Governance; Financial Expert; Risk; Strategy | | | Kim Fennebresque+ Former Senior Advisor to Cowen Group Inc. | 73 | 2015 | | | | | | Public Company Leadership; Financial Expert; Risk; Operations; Strategy | | | Allen Gibson+ Chief Investment Officer of Centaurus Capital LP | 57 | 2018 | | | | | | Financial Literacy; Risk; Corporate Governance; Strategy; Cyber and Technology | | | Alan Schumacher+ Former Member of the Federal Accounting Standards Advisory Board | 76 | 2015 | | | | | | Public Company Leadership; Financial Expert; Corporate Governance; Strategy; Risk | | | Brian Kevin Turner+ Chairman of Zayo Group and former COO of Microsoft Corporation | 58 | 2020 | | | | | | Public Company Leadership; Financial Literacy; Risk; Food & Retail; Operations; Strategy; Cyber and Technology | | | Mary Elizabeth West+ Senior Advisor with McKinsey & Company | 60 | 2020 | | | | | | Public Company Leadership; Financial Literacy; Risk; Food & Retail; Corporate Governance; Operations; Strategy | | | Scott Wille Senior Managing Director and Head of Consumer and Retail Private Equity at Cerberus Capital Management, L.P. | 42 | 2020 | | | | | | Financial Literacy; Risk; Food & Retail; Corporate Governance; Operations; Strategy |

  3. Our Director Nominees

    | AC - Audit Committee | FC - Finance Committee | | Chair | | CC - Compensation Committee | GC - Governance Committee | | Member | | * Co-Chair of the Board | TC - Technology Committee | | | | + Independent Director | | | |

  4. Our Director Nominees

    | Albertsons Companies | 7 | 2023 Proxy Statement |

  5. Executive Compensation Advisory Vote

    | What We Do | What We Don’t Do | | Mix short- and long-term performance measures Provide competitive, market-driven base salary Balance mix of pay components Utilize quantitative targets based on Company financial and operating performance and strategic goals for a significant portion of total compensation Cap the amount of our annual bonus at 2x of target Use a variety of equity incentive structures to promote performance and retention Maintain robust stock ownership guidelines Include a recoupment or “clawback” policy in our compensation program Provide double-trigger arrangements in employment agreements for change in control Restrict short sales and other speculative trading on our Common Stock | Provide automatic salary increases Provide high levels of fixed compensation Use metrics unrelated to our operational goals Reward imprudent risk-taking Guarantee bonuses Provide executive-only retirement programs Pay above market returns on any deferred compensation plan Maintain defined benefit pension plans for our executive officers Pay excessive perquisites Provide tax gross ups |

  6. Annual Meeting Slate

    | | Sharon Allen Former U.S. Chairman of Deloitte LLP Age: 71 Director Since: 2015 | | | | Committees: | Governance Committee (Chair); Audit Committee Independent Director | | PROFESSIONAL HIGHLIGHTS ● Ms. Allen served in various leadership roles at Deloitte LLP (“Deloitte”) for nearly 40 years including serving as U.S. Chairman of Deloitte from 2003 until her retirement from that position in May 2011. ● She served as a member of the Global Board of Directors, Chair of the Global Risk Committee and U.S. Representative of the Global Governance Committee of Deloitte Touche Tohmatsu Limited from 2003 to May 2011. ● Among her other leadership roles at Deloitte, Ms. Allen was partner and regional managing partner responsible for audit and consulting services for a number of Fortune 500 and large privately held companies. ● Ms. Allen is a Certified Public Accountant (Retired). OTHER BOARD ENGAGEMENT ● Ms. Allen has served on the board of Bank of America Corporation, a multinational investment bank and financial services holding company, since 2012. ● Ms. Allen served on the board of First Solar, Inc., a manufacturer of solar panels and a provider of utility-scale PV power plants and supporting services, from 2013 to 2022. SKILLS AND QUALIFICATIONS Ms. Allen’s extensive accounting and audit experience broadens the scope of our Board’s oversight of our financial performance and reporting. Additionally, her leadership and corporate governance experience with large public companies is valuable to our Board’s governance, strategic planning, and risk management insight. | | |

  7. Annual Meeting Slate

    | | James Donald Former CEO and President of ACI Age: 69 Director Since: 2019 | | | | Committees: | Finance Committee (Co-Chair) Co-Chairman of the Board | | PROFESSIONAL HIGHLIGHTS ● Mr. Donald served as our President and CEO from September 2018 to April 2019 and, prior to that, served as our President and Chief Operating Officer from March 2018 to September 2018. ● Before joining the Company, Mr. Donald served as CEO and Director of Extended Stay America, Inc., a large North American owner and operator of hotels, and its subsidiary, ESH Hospitality, Inc. (together with Extended Stay America, Inc., “ESH”). ● Prior to joining ESH, Mr. Donald served as President, CEO and Director of Starbucks Corporation, a multinational chain of coffeehouses and roastery reserves, President and CEO of regional food and drug retailer, Haggen Food & Pharmacy, Chairman, President and CEO of regional food and drug retailer Pathmark Stores, Inc., and in a variety of other senior and executive roles at Wal-Mart Stores, Inc., Safeway Inc. and Albertson’s, Inc. ● Mr. Donald began his grocery and retail career in 1971 with Publix Super Markets, Inc. OTHER BOARD ENGAGEMENT ● Mr. Donald has served on the board of Nordstrom, Inc. (“Nordstrom”), a leading fashion retailer, since April 2020. SKILLS AND QUALIFICATIONS Mr. Donald’s depth of experience in the retail industry, his expertise across real estate and operations, his decades of leadership roles at consumer-focused companies and his intimate familiarity with the Company makes him a valuable member of our Board. | | |

  8. Annual Meeting Slate

    | | Kim Fennebresque Former Senior Advisor to Cowen Group Inc. Age: 73 Director Since: 2015 | | | | Committees: | Compensation Committee (Chair); Audit Committee Independent Director | | PROFESSIONAL HIGHLIGHTS ● Mr. Fennebresque served as a senior advisor to Cowen Group Inc., a diversified financial services firm, from 2008 to 2020, where he also served as its Chairman, President, and CEO from 1999 to 2008. ● He has also served as head of the corporate finance and mergers and acquisitions departments at UBS, a global firm providing financial services, and general partner and co-head of investment banking at Lazard Frères & Co., a leading financial advisory and asset management firm. ● From 2010 to 2012, Mr. Fennebresque served as chairman of Dahlman Rose & Co., LLC, an investment bank. ● Mr. Fennebresque has also held various positions at First Boston Corporation, an investment bank acquired by Credit Suisse. OTHER BOARD ENGAGEMENT ● Mr. Fennebresque has served on the boards of Ally Financial Inc., a financial services company, since May 2009 and BlueLinx Holdings Inc., a distributor of building products, since May 2013, including as its chairperson since 2016. ● Mr. Fennebresque served on the boards of Ribbon Communications Inc., a provider of network communications solutions, from October 2017 to February 2020, Delta Tucker Holdings, Inc. (the parent of DynCorp International), a provider of defense and technical services and government outsourced solutions, from May 2015 to July 2017 and Rotor Acquisition Corp., a special purpose acquisition company, from November 2020 to June 2021. SKILLS AND QUALIFICATIONS Mr. Fennebresque’s extensive experience as a director of several public companies and history of leadership in the financial services industry brings corporate governance expertise and a diverse viewpoint to the deliberations of our Board. In addition, Mr. Fennebresque’s deep experience in the financial services industry provides our Board valuable insight into the Company’s risk management, financial performance, and strategic plan. | | |

  9. Annual Meeting Slate

    | | Chan Galbato CEO of Cerberus Operations and Advisory Company, LLC Age: 60 Director Since: 2021 | | | | Committees: | Finance Committee (Co-Chair) Co-Chairman of the Board Cerberus Nominee# | | PROFESSIONAL HIGHLIGHTS ● Mr. Galbato is the CEO of Cerberus Operations, the operations platform of Cerberus. He oversees the platform’s operating executives and functional experts to integrate operating expertise within Cerberus’ portfolio companies and investment strategies. ● Prior to joining Cerberus in 2009, Mr. Galbato served as President and CEO of the Controls Division of Invensys plc, a multinational engineering and information technology company headquartered in London, United Kingdom, and President of Professional Distribution and Services at The Home Depot, the largest home improvement retailer in the United States. ● Mr. Galbato also served as President and CEO of Armstrong Floor Products and prior to that, was the CEO of Choice Parts. ● He spent 14 years with General Electric, serving in several operating and finance leadership positions within their various industrial divisions as well as holding the role of President and CEO of Coregis, a GE Capital company. OTHER BOARD ENGAGEMENT ● Mr. Galbato served on the board of Blue Bird Corporation (“Blue Bird”), the leading independent designer and manufacturer of school buses from February 2015 to April 2023. ● Mr. Galbato served on the boards of KORE Group Holdings, Inc., a pioneer in delivering IoT solutions and services, from September 2021 to February 2022 and AutoWeb, Inc., an automotive media and marketing services company, from January 2019 to May 2022. SKILLS AND QUALIFICATIONS Mr. Galbato’s proven track record as an executive and leader in multiple operational and strategic roles at a variety of public and private companies qualifies him to serve as the Co-Chair of the Board. In particular, Mr. Galbato provides our Board with valuable insights into the Company’s operational and organizational strategy and effectiveness. | | |

  10. Annual Meeting Slate

    | | Allen Gibson Chief Investment Officer of Centaurus Capital LP Age: 57 Director Since: 2018 | | | | Committees: | Governance Committee; Technology Committee (Co-Chair); Finance Committee Independent Director Cerberus Nominee | | PROFESSIONAL HIGHLIGHTS ● Since April 2011, Mr. Gibson has served as the Chief Investment Officer of Centaurus Capital LP (“Centaurus”), a private investment partnership with interests in oil and gas, private equity, structured finance, and the debt capital markets. ● He has also served as the Investment Manager for the Laura and John Arnold Foundation since 2011. ● Prior to Centaurus, Mr. Gibson served as Senior Vice President in institutional asset management at Royal Bank of Canada from February 2008 to April 2011. OTHER BOARD ENGAGEMENT ● Mr. Gibson serves on private company boards. SKILLS AND QUALIFICATIONS Mr. Gibson’s knowledge of capital markets enhances the ability of our Board to make prudent financial judgments and provides our Board insight into and understanding of our financial performance and plan. | | |

  11. Annual Meeting Slate

    | | Vivek Sankaran CEO of ACI Age: 60 Director Since: 2019 | | | | Committees: | None | | PROFESSIONAL HIGHLIGHTS ● Mr. Sankaran has served as our CEO and Director since September 2021, and our CEO, President and Director since April 2019. ● Prior to joining the Company, Mr. Sankaran served since 2009 in various leadership and executive positions at PepsiCo, Inc. (“PepsiCo”), a multinational food, snack, and beverage corporation. ● From January to March 2019, he served as CEO of PepsiCo Foods North America, a business unit within PepsiCo, where he led PepsiCo’s snack and convenient foods business. ● Prior to that position, Mr. Sankaran served as President and COO of Frito-Lay North America, a subsidiary of PepsiCo, from April 2016 to December 2018, its COO from February to April 2016 and Chief Commercial Officer, North America, of PepsiCo from 2014 to February 2016, where he led PepsiCo’s cross divisional performance across its North American customers. ● Prior to joining PepsiCo in 2009, Mr. Sankaran was a partner at McKinsey and Company, where he served various Fortune 100 companies, bringing a strong focus on strategy and operations. OTHER BOARD ENGAGEMENT ● Mr. Sankaran serves on private company boards. SKILLS AND QUALIFICATIONS Mr. Sankaran’s decades of experience in the food and beverage industry, as well as his management and leadership experience, provides our Board with expertise relevant to our business and our operational, financial and strategic plan. | | |

  12. Annual Meeting Slate

    | | Alan Schumacher Former Member of the Federal Accounting Standards Advisory Board Age: 76 Director Since: 2015 | | | | Committees: | Audit Committee (Chair); Governance Committee Independent Director | | PROFESSIONAL HIGHLIGHTS ● Mr. Schumacher worked for 23 years at American National Can Corporation and American National Can Group, where he served as Executive Vice President and Chief Financial Officer (“CFO”) from 1997 until his retirement in 2000, and Vice President, Controller and Chief Accounting Officer from 1985 until 1996. ● Mr. Schumacher served as a member of the Federal Accounting Standards Advisory Board from 2002 through June 2012. OTHER BOARD ENGAGEMENT ● Mr. Schumacher has served on the boards of Warrior Met Coal, Inc. (“Warrior Met Coal”), a leading producer and exporter of metallurgical coal for the global steel industry, since April 2017, Evertec Inc. (“Evertec”), a leading electronic transactions and technology company in Latin America, since 2013 and Blue Bird since 2008. ● Mr. Schumacher serves on the audit committees of Warrior Met Coal, Evertec and Blue Bird. Our Board has determined that simultaneous service on more than three audit committees of public companies by Mr. Schumacher does not impair his ability to serve on our Audit Committee nor does it represent or in any way create a conflict of interest for the Company. ● Mr. Schumacher served on the board of BlueLinx Holdings Inc., a distributor of building products, from May 2004 to May 2021. SKILLS AND QUALIFICATIONS Mr. Schumacher’s experience as a board member of several public companies including his deep understanding of accounting principles and his experience in risk management, expands the breadth of our Board’s expertise in accounting and financial reporting oversight and risk management. | | |

  13. Annual Meeting Slate

    | | Brian Kevin Turner Chairman of Zayo Group and former COO of Microsoft Corporation Age: 58 Director Since: 2020 | | | | Committees: | Compensation Committee; Technology Committee (Co-Chair) Independent Director Cerberus Nominee | | PROFESSIONAL HIGHLIGHTS ● Mr. Turner has served as the Chairman of Zayo Group, which is one of the largest providers of dark fiber and bandwidth to the world’s most impactful companies, since June 2020. ● He served as President and CEO of Core Scientific, an emerging leader in blockchain and artificial intelligence infrastructure, hosting and transaction processing, from July 2018 to May 2021. ● He served as Vice Chairman and Senior Advisor to our CEO from August 2017 to February 2020. ● From August 2016 to January 2017, Mr. Turner served as CEO of Citadel Securities and Vice Chairman of Citadel LLC (“Citadel”), global financial institutions. ● Prior to Citadel, Mr. Turner served as COO of Microsoft Corporation, an American multinational technology corporation, from 2005 to 2016, and as CEO and President of Sam’s Club, an American chain of membership-only retail warehouse clubs owned and operated by Walmart Inc. (“Walmart”), from 2002 to 2005. ● Between 1985 and 2002, Mr. Turner held several positions of increasing responsibility with Wal-Mart, including Executive Vice President and Global Chief Information Officer from 2001 to 2002. OTHER BOARD ENGAGEMENT ● Mr. Turner was a member of the board of Nordstrom from 2010 to May 2020. SKILLS AND QUALIFICATIONS Mr. Turner’s strategic and operational leadership skills and expertise in online worldwide sales, global operations, supply chain, merchandising, branding, marketing, information technology and public relations provide our Board with valuable insight relevant to our business. | | |

  14. Annual Meeting Slate

    | | Mary Elizabeth West Senior Advisor with McKinsey & Company Age: 60 Director Since: 2020 | | | | Committees: | Compensation Committee; Governance Committee Independent Director | | PROFESSIONAL HIGHLIGHTS ● Ms. West serves as a Senior Advisor with McKinsey & Company. ● Ms. West served as the Senior Vice President and Chief Growth Officer of The Hershey Company (“Hershey”), one of the largest chocolate manufacturers in the world, from May 2017 to January 2020. She drove Hershey’s growth and marketing strategies as well as communication, disruptive innovation, research and development, and mergers and acquisitions. Ms. West ignited the transformation of the company’s offerings beyond chocolate into snack categories. ● Prior to Hershey, Ms. West was at J.C. Penney Company, Inc., an American department store chain, after having served on its board from November 2005 to May 2015. ● From 2012 to 2014, Ms. West served as Executive Vice President, Chief Category and Marketing Officer of Mondelez International, Inc., the snack foods division spun off from Kraft Foods, Inc. (“Kraft Foods”) in 2012. ● Ms. West began her career at Kraft Foods and served in various capacities over the course of 21 years and was named its Chief Marketing Officer in 2007. During her tenure at Kraft Foods, Ms. West was involved with some of the food industry’s most iconic brands such as Kraft Macaroni and Cheese, Oreo, and Maxwell House coffee. OTHER BOARD ENGAGEMENT ● Ms. West has served on the boards of Hasbro, Inc. a global play and entertainment company, since June 2016 and Lowe’s Inc., a home improvement retailer, since April 2021. SKILLS AND QUALIFICATIONS Ms. West’s proven track record of innovation and transformation across myriad facets of retail brings to our Board extensive food and retail industry experience. Ms. West provides our Board with expertise in marketing, brand building and strategic and operational planning for consumer-focused companies. | | |

  15. Annual Meeting Slate

    | | Scott Wille Senior Managing Director and Head of Consumer and Retail Private Equity at Cerberus Age: 42 Director Since: 2020 | | | | Committees: | Governance Committee; Finance Committee Cerberus Nominee# | | PROFESSIONAL HIGHLIGHTS ● Mr. Wille serves as Senior Managing Director and Head of Consumer and Retail Private Equity at Cerberus, which he joined in 2006. ● Since 2016, Mr. Wille has served as a member of Cerberus’ Private Equity Investment Committee. ● Mr. Wille served as a director of the Company from January 2015 to June 2020 before returning to serve on the Board in October 2020. ● Prior to joining Cerberus, Mr. Wille was with the leveraged finance group at Deutsche Bank Securities Inc. from 2004 to 2006. OTHER BOARD ENGAGEMENT ● Mr. Wille has served on the board of NexTier Oilfield Solutions Inc., a provider of hydraulic fracturing, wireline technologies and drilling services, since March 2011. ● Mr. Wille served on the board of Tower International, Inc., a leading manufacturer of engineered automotive structural metal components and assemblies, from September 2010 to October 2021. SKILLS AND QUALIFICATIONS Mr. Wille’s experience in the financial and private equity industries, and his in-depth knowledge of the Company and industry, are valuable to our Board’s understanding of the Company, its strategic plan, and its financial performance. | | |

  16. Director Compensation

    Director Compensation The Compensation Committee sets the compensation of our Board members. Similar to our executive compensation, our director compensation program is also designed to attract and fairly compensate highly qualified, non-management directors to represent our stockholders on the Board and to act in the stockholders’ best interests. The Company believes that compensation for non-management directors should be competitive and should encourage ownership of the Company’s Common Stock through the payment of a portion of director compensation in Company equity. Frederic W. Cook & Co., Inc. (“FW Cook”), our independent compensation consultant, annually reviews and reports to the Compensation Committee how the Company’s director compensation practices compare with those of other similarly situated companies. The Board makes changes in its director compensation practices only upon the recommendation of the Compensation Committee. As the CEO, Mr. Sankaran does not receive any compensation for his services on the Board. The cash compensation of the non-management directors for fiscal 2022 was the same as fiscal 2021 and was as follows:

  17. Director Compensation

    | (a) annual cash retainer of $125,000 for Board services; and |

  18. Director Compensation

    | (b) additional annual cash retainer for services on the committees as follows: |

  19. Director Compensation

    | Committee | Chairperson | Member | | Audit | $50,000 | $25,000 | | Compensation | $40,000 | $20,000 | | Finance | $40,000 | $20,000 | | Governance | $40,000 | $20,000 | | Technology | $40,000 | $20,000 |

  20. Director Compensation

    | Albertsons Companies | 35 | 2023 Proxy Statement |

  21. Director Compensation

    Annual cash retainers are paid in four equal quarterly installments at the end of each quarter for services rendered during the quarter. We do not pay any meeting fees but reimburse all of our directors for reasonable documented out-of-pocket expenses incurred by them in connection with their attendance at Board and committee meetings. In addition to the annual cash retainers, the non-management directors receive an annual grant of time-based restricted stock units (“TBRSUs”) with a value of $145,000. The number of TBRSUs is determined by dividing $145,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. The grant date is the first business day of the fiscal year, and the vest date is the last day of the corresponding fiscal year. Beginning with the fiscal 2021 annual equity grants, to the extent dividends are declared by our Board, each unvested TBRSU is eligible to receive a dividend equivalent right (“DER”) which will vest according to the same schedule as the underlying unit. Accrued but unvested DERs will also receive DERs in subsequent dividends. This allows the account of the non-management director to be credited with an additional number of TBRSUs equal to the cash dividend that the non-management director would have received had the TBRSUs been vested as of the record date of the dividend. The Board has also adopted a Non-management Director Share Retention Guideline to align the interests of its non-management directors with the interests of the Company’s stockholders. Each non-management director must, during his or her service on the Board, retain at least 50% of the shares of Common Stock received as a result of equity or equity-based awards. The following table sets forth summary information regarding the compensation of our non-management directors for fiscal 2022. See “Compensation Discussion and Analysis” for Mr. Sankaran’s compensation.

  22. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(6) | All Other Compensation | Total | | Sharon Allen | $188,750 | $144,992 | — | $333,742 | | James Donald(1) | $1,000,000 | $— | — | $1,000,000 | | Kim Fennebresque | $190,000 | $144,992 | — | $334,992 | | Chan Galbato | $125,000 | $144,992 | — | $269,992 | | Allen Gibson | $205,000 | $144,992 | — | $349,992 | | Alan Schumacher | $195,000 | $144,992 | — | $339,992 | | Brian Kevin Turner | $185,000 | $144,992 | — | $329,992 | | Mary Elizabeth West | $165,000 | $144,992 | — | $309,992 | | Scott Wille | $165,000 | $144,992 | — | $309,992 | | Former Directors | | | | | | Shant Babikian(2) | $— | $— | — | $— | | Steven Davis(3) | $59,375 | $144,992 | $134,488 | $338,855 | | Hersch Klaff(4) | $145,000 | $144,992 | — | $289,992 | | Jay Schottenstein(5) | $62,366 | $144,992 | — | $207,358 |

  23. Director Compensation

    | (1) As previously disclosed, pursuant to his amended and restated employment agreement dated May 22, 2019, Mr. Donald received an annual base salary of $1.0 million as of the end of fiscal 2022. Mr. Donald did not receive a non-management director annual equity grant. |

  24. Director Compensation

    | (2) Mr. Babikian, who resigned from the Board effective October 14, 2022, elected not to receive any cash or equity compensation for his services on the Board. |

  25. Director Compensation

    | (3) Mr. Davis’s director fees are pro-rated as of the date of his death on July 10, 2022. His 2022 TBRSU award was forfeited upon his death pursuant to the terms of the award agreement. The sum reported under ‘All Other Compensation’ is the cash award that the Compensation Committee paid to his estate for the years of valuable service provided by Mr. Davis. This cash award reflects the dollar value of the TBRSUs that were forfeited (including the DERs for the dividend paid in May 2022) at the closing price of our Common Stock on July 8, 2022. |

  26. Director Compensation

    | (4) Mr. Klaff resigned from the Board effective February 21, 2023. His 2022 TBRSU award was forfeited upon his resignation from the Board. |

  27. Director Compensation

    | (5) Mr. Schottenstein’s director fees are pro-rated as of the date he resigned from the Board effective August 2, 2022. His 2022 TBRSU award was forfeited upon his resignation from the Board. |

  28. Director Compensation

    | (6) Reflects the grant date fair value calculated in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (ASC 718). See Notes 1 and 10 – Equity-Based Compensation in our 2022 Form 10-K for discussions of the assumptions used in determining the grant date fair value of these share-based awards, including forfeiture assumptions and the period over which the Company will recognize the compensation expense for such awards. At February 25, 2023, each of the non-management directors, except Mr. Donald received 4,974 TBRSUs related to the fiscal 2022 award. See “Security Ownership of Certain Beneficial Owners and Management” for total ownership of each of the directors as of the Record Date. |

  29. Director Compensation

    | Albertsons Companies | 36 | 2023 Proxy Statement |

  30. Communications with the Board

    | ● | Continued to incorporate DE&I goals into the annual performance management process of our top leaders. |

  31. Transactions with Cerberus

    | 49 | Design of Our Executive Compensation Program | | 49 | Base Salary | | 50 | Cash Bonus | | 53 | Long-Term Incentive Award Programs | | 57 | Deferred Compensation Plan | | 57 | 401(k) Plan | | 57 | Other Benefits | | 57 | Perquisites | | 57 | Stock Ownership Guidelines and Hedging/Pledging | | 58 | Recoupment Policy | | 58 | The Process of Setting Executive Compensation | | 59 | Compensation Risk Assessment |

  32. CEO Compensation

    CEO Compensation During fiscal 2022, the Compensation Committee addressed the need to provide ongoing incentives to Mr. Sankaran. Given that Mr. Sankaran’s 2019 equity award which was granted to him when he joined the Company was going to fully vest in 2024, the Compensation Committee awarded Mr. Sankaran the annual equity award granted to all other NEOs. In reviewing Mr. Sankaran’s total compensation, the Compensation Committee focused on ensuring that his incentive compensation is performance-based, is aligned to long-term stockholder interests and is motivational and appropriately positioned versus leaders of comparably sized companies in similarly situated industries. Based on those determinants, the Compensation Committee concluded that the appropriate mix of Mr. Sankaran’s total compensation would be achieved by raising his annual target cash bonus opportunity from 150% to 175% of his salary and awarding him $9.5 million of annual equity compensation split equally between PBRSUs and TBRSUs, vesting over a three-year term. The Compensation Committee designed the following compensation package for our CEO for fiscal 2022.

  33. CEO Compensation

    | ● | approximately 90% of target compensation opportunity was variable (performance-based and time-based equity and cash bonus); and |

  34. CEO Compensation

    | ● | approximately 60% of target compensation opportunity was performance-based (performance-based equity and cash bonus) with payouts based on achievement against pre-established performance metrics that drive short and long-term growth. |

  35. Executive Compensation Best Practices

    | What We Do | What We Don’t Do | | Mix short- and long-term performance measures Provide competitive, market-driven base salary Balance mix of pay components Utilize quantitative targets based on Company financial and operating performance and strategic goals for a significant portion of total compensation Cap the amount of our annual bonus at 2x of target Use a variety of equity incentive structures to promote performance and retention Maintain robust stock ownership guidelines Include a recoupment or “clawback” policy in our compensation program Provide double-trigger arrangements in employment agreements for change in control Restrict short sales and other speculative trading on our Common Stock | Provide automatic salary increases Provide high levels of fixed compensation Use metrics unrelated to our operational goals Reward imprudent risk-taking Guarantee bonuses Provide executive-only retirement programs Pay above market returns on any deferred compensation plan Maintain defined benefit pension plans for our executive officers Pay excessive perquisites Provide tax gross ups |

  36. Overview of Fiscal 2022 Executive Compensation

    | Element | Overview of Element | Objective of Element | Performance Metric and Payout | | Base Salary | Fixed amount of cash compensation | Set market competitive base compensation to retain talent and influence target for cash bonus | Individual performance and market competitiveness based on role and responsibility | | Corporate Management Bonus Plan (Cash Bonus) | Quarterly bonus based on Company performance during the fiscal quarter | Drive Company performance on a quarter-by-quarter basis | Pre-established targets Weighted 60% Adjusted EBITDA and 40% ID Sales Payout capped at 200% of target | | | Annual bonus based on Company performance during the fiscal year; for the Senior Leadership Team (SLT) which includes the NEOs and Division Presidents, annual bonus is based on Company performance plus the Senior Leader Scorecard | Drive overall Company performance on an annual basis; in addition, for the SLT and Division Presidents, drive the Company’s measurable strategic objectives for the year | Pre-established targets weighted 50% Adjusted EBITDA, 40% ID Sales and 10% Senior Leader Scorecard Payout capped at 200% of target | | Long-Term Incentive Award Program (Equity) | PBRSU Awards | Align executive interests with long-term stockholder interests and promote long-term value creation | Pre-established financial targets that are critically important to stockholders – Adjusted EPS and ROIC Payout capped at 200%; awards earned annually based on Company performance; vests after 3 years | | | TBRSU Awards | Promote retention and align executive interests with long-term stockholder interests | Increase in value of Common Stock Time-based; 1/3 vest annually |

  37. Design of Our Executive Compensation Program

    | ● | Cash bonus |

  38. Design of Our Executive Compensation Program

    | ● | Long-term equity incentive awards |

  39. Base Salary

    | ● | peer group compensation data; |

  40. Cash Bonus

    Cash Bonus

  41. Performance-Based Bonus Plans

    Performance-Based Bonus Plans Our NEOs participated in our corporate management bonus plan (“Corporate Incentive Plan”) for fiscal 2022. The Corporate Incentive Plan is for bonus-eligible associates and is intended to compensate participants for their contribution to achieving short-term financial and operational goals of the Company. Each participant is assigned a target bonus which is a percentage of his or her base salary and is determined based on the participant’s job function, position, responsibility, and the individual’s ability to impact the Company’s financial performance. What are the components of the cash bonus program for fiscal 2022? Our cash bonus program is based on two components – quarterly Company performance and annual Company performance - with each component accounting for 50% of the total cash bonus for the fiscal year. The performance metrics for the quarterly bonus for fiscal 2022 remained the same as fiscal 2021:

  42. Performance-Based Bonus Plans

    | Quarterly Bonus | | 40% ID Sales | | 60% Adjusted EBITDA |

  43. Performance-Based Bonus Plans

    The performance metrics for the annual bonus for the SLT for fiscal 2022 were as follows:

  44. Performance-Based Bonus Plans

    | Annual Bonus | | Corporate Plan SLT | | 40% ID Sales | | 50% Adjusted EBITDA | | 10% Senior Leader Scorecard |

  45. Performance-Based Bonus Plans

    What were the changes to the Corporate Incentive Plan for fiscal 2022 and why were these changes made? As a growth-focused company with a pay-for-performance compensation philosophy, we continue to evaluate how best to further align executive compensation to our financial and business performance and execution of our long-term strategy. As part of that evaluation, our Compensation Committee calibrated the annual cash bonus program as follows:

  46. Performance-Based Bonus Plans

    | ● | Addition of Senior Leader Scorecard as a Performance Metric for Annual Bonus: The Senior Leader Scorecard was added as a bonus component for members of the SLT. The objective of the Senior Leader Scorecard is to measure performance of the senior leaders as a team against measurable preset goals for key strategic objectives of the Company for the fiscal year. The Senior Leader Scorecard accounts for 10% of the annual bonus of each SLT member and payout is in the range of 25% to 200% based on the team’s performance. The strategic objectives for the fiscal year and the associated measurements and payouts were as follows: |

  47. Performance-Based Bonus Plans

    | Strategic Objectives | Target Bonus Weight | Payout | | Improve customer digital engagement | 2.5% | 0 – 200% | | Achieve fiscal 2022 carbon reduction and DE&I goals | 2.5% | 0 – 200% | | Grow e-commerce sales | 2.5% | 0 – 200% | | Grow pharmacy sales | 2.5% | 0 – 200% |

  48. Performance-Based Bonus Plans

    How are cash bonus targets set for the fiscal year? Adjusted EBITDA and ID Sales are regarded as key performance indicators in our industry and are highly correlated to long-term stockholder value. The targets for Adjusted EBITDA and ID Sales are set by the Compensation Committee prior to the beginning of the fiscal year based on the financial plan approved for the fiscal year by the Board. The Compensation Committee also set the strategic goals against which the Senior Leader Scorecard would be measured. The goals set under the Corporate Incentive Plan for fiscal 2022 were designed to be challenging and difficult to achieve, yet still within a realizable range so that achievement was uncertain but did not encourage excessive risk taking. In line with that compensation philosophy, the Compensation Committee recognized that while the targets were stretch goals, there were certain macroeconomic challenges such as supply chain and labor which were beyond the control of management and would unfairly impact performance. With that consideration, the Compensation Committee adjusted the target payout percentages for target performances as presented below.

  49. Performance-Based Bonus Plans

    | Albertsons Companies | 50 | 2023 Proxy Statement |

  50. Performance-Based Bonus Plans

    For fiscal 2022, cash bonus amounts could be earned above or below the target level based on the following scale:

  51. Performance-Based Bonus Plans

    | | Minimum Performance | Target Performance | Maximum Performance | Minimum Payout | Target Payout | Maximum Payout | | Adjusted EBITDA | 90% | 95% | 110% | 25% | 100% | 200% | | ID Sales | 98.5% | 99.5% | 101.5% | 25% | 100% | 200% |

  52. Performance-Based Bonus Plans

    ID Sales performance metric will not pay out over 100% (target) unless the Adjusted EBITDA result achieves at least 100% (target) performance. The Senior Leader Scorecard payout can range from 0 - 200% based on the Compensation Committee’s assessment of achievement against the preset goals. How is a participant’s cash bonus determined under the Corporate Incentive Plan? A participant’s target cash bonus is a percentage of his or her base salary. In setting the target cash bonus percentage of each NEO, the Compensation Committee takes into consideration market data and such other factors as deemed relevant, such as the individual’s role and responsibilities, ability to impact and execute, our financial and operational performance, prior performance, overall market conditions, and recommendations from the CEO (except for himself). Each participant to the Corporate Incentive Plan is eligible to receive a ratable portion of the participant’s target cash bonus based upon the Company’s level of achievement, within the range of minimum and maximum percentages, of the target performance metric set by the Compensation Committee. The actual payout, if any, may result in a cash bonus that is greater or less than the stated individual target bonus (and could be zero) depending on whether, and to what extent, the applicable performance metric is satisfied. However, in no event will a participant receive over 200% of the target bonus for any quarter or the fiscal year. We believe that having a maximum cap encourages good judgment by the NEOs, promotes responsible risk management procedures, reduces the likelihood of windfalls and makes the maximum cost of the plan predictable. No amount would be payable for an applicable fiscal quarter if results for that quarter fell below established threshold levels. The target bonus opportunity for each NEO for fiscal 2022 was as follows:

  53. Performance-Based Bonus Plans

    | Name | Base Salary for Fiscal 2022 | Target Bonus Opportunity (% of Base Salary) | Target Bonus Opportunity ($) | | Vivek Sankaran | $1,500,000 | 175% | $2,625,000 | | Sharon McCollam | $1,000,000 | 125% | $1,250,000 | | Susan Morris | $1,000,000 | 100% | $1,000,000 | | Juliette Pryor | $725,000 | 100% | $725,000 | | Anuj Dhanda | $750,000 | 100% | $750,000 |

  54. Performance-Based Bonus Plans

    Quarterly Bonus Quarterly Target Amount. Each NEO’s quarterly bonus opportunity (“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 the completion of every quarter, management provides an update to the Board of the Company’s performance against the approved fiscal 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.

  55. Performance-Based Bonus Plans

    | Albertsons Companies | 51 | 2023 Proxy Statement |

  56. Performance-Based Bonus Plans

    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):

  57. Performance-Based Bonus Plans

    | Metric | Q1 2022 | Q2 2022 | Q3 2022 | Q4 2022 | | Target Adjusted EBITDA | $1,406 | $951 | $1,009 | $880 | | Actual Adjusted EBITDA* | $1,420 | $1,049 | $1,158 | $1,050 | | Adjusted EBITDA* Payout | 140% | 189% | 200% | 200% | | Target ID Sales % | 6.2% | 3.8% | 0.8% | 0.2% | | Actual ID Sales % | 6.8% | 7.4% | 7.9% | 5.6% | | ID Sales Payout | 155% | 200% | 200% | 200% | | Total Payout % | 146% | 193% | 200% | 200% |

  58. Performance-Based Bonus Plans

    | * For a reconciliation of non-GAAP measures, please see pages 46-48 of our 2022 Form 10-K. |

  59. Performance-Based Bonus Plans

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  60. Performance-Based Bonus Plans

    The quarterly bonus earned by the NEOs were as follows:

  61. Performance-Based Bonus Plans

    | | Actual Quarterly Cash Bonus Earned(1) | | | | Aggregate Quarterly Bonus | | Name | Q1 2022 | Q2 2022 | Q3 2022 | Q4 2022 | | | Vivek Sankaran | $589,543 | $585,252 | $605,769 | $605,769 | $2,386,333 | | Sharon McCollam | $280,735 | $278,691 | $288,462 | $288,462 | $1,136,350 | | Susan Morris | $224,588 | $222,953 | $230,769 | $230,769 | $909,079 | | Juliette Pryor | $162,826 | $161,641 | $167,308 | $167,308 | $659,083 | | Anuj Dhanda | $168,441 | $167,215 | $173,077 | $173,077 | $681,810 |

  62. Performance-Based Bonus Plans

    | (1) Based on a 16-week quarter in Q1 and 12-week quarters Q2 through Q4. |

  63. Performance-Based Bonus Plans

    Annual Bonus Amounts under the annual bonus could be earned above or below the target level based on the scale discussed above. The targets and actual performance for fiscal 2022 for purposes of the annual cash bonus were as follows (in millions, except percentages):

  64. Performance-Based Bonus Plans

    | Metric | Fiscal 2022 | | Target Adjusted EBITDA | $4,247 | | Actual Adjusted EBITDA* | $4,677 | | Percentage Achieved | 110% | | Payout | 200% | | Target ID Sales % | 2.8% | | Actual ID Sales % | 6.9% | | Senior Leader Scorecard Payout | 118.75% | | Total Payout – SLT | 191.88% |

  65. Performance-Based Bonus Plans

    | * For a reconciliation of non-GAAP measures, please see pages 46-48 of our 2022 Form 10-K. |

  66. Performance-Based Bonus Plans

    The cash bonus for the annual portion and the aggregate cash bonus (inclusive of quarterly bonus) earned by each NEO for fiscal 2022 were as follows:

  67. Performance-Based Bonus Plans

    | Name | Aggregate Quarterly Bonus | Annual Portion of Total Cash Bonus Earned | Total Quarterly + Annual Cash Bonus for Fiscal 2022 | | Vivek Sankaran | $2,386,333 | $2,518,359 | $4,904,692 | | Sharon McCollam | $1,136,350 | $1,199,219 | $2,335,569 | | Susan Morris | $909,079 | $959,375 | $1,868,454 | | Juliette Pryor | $659,083 | $695,547 | $1,354,630 | | Anuj Dhanda | $681,810 | $719,531 | $1,401,341 |

  68. Performance-Based Bonus Plans

    When is a participant’s cash bonus paid? The quarterly bonus is paid at the end of each quarter upon certification of quarterly performance by the Compensation Committee. The annual bonus is paid at the end of the fiscal year, upon certification of annual performance by the Compensation Committee.

  69. Long-Term Incentive Award Programs

    Long-Term Incentive Award Programs The Compensation Committee annually awards performance-based and time-based equity incentive compensation to certain eligible employees, including the NEOs. The combination of the two ensures a balance between performance and retention and aligns the executive’s interests with the interests of our stockholders.

  70. Long-Term Incentive Award Programs

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  71. How are long-term equity incentives set for the fiscal year?

    How are long-term equity incentives set for the fiscal year? The target value of long-term equity incentive awards is based on competitive data and the executive’s total compensation taking into consideration other relevant factors, such as the individual’s role and responsibilities, ability to impact and execute our financial and operational performance, prior performance, overall market conditions, and recommendations from the CEO (except for himself). Annual equity grants are typically split 50-50 between performance-based and time-based awards. The equity awards are in the form of restricted stock units (“RSUs”).

  72. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units The PBRSU awards specify a target number of RSUs subject to the award. At the time of grant, the performance-based awards are hypothetical shares of Common Stock subject to issuance only upon attainment of the performance measures. The term of the PBRSU awards is three years. The actual number of RSUs the NEO can earn is based on the separate achievement of specified performance goals in the three fiscal years inclusive of the grant year. At the end of each fiscal year of the three-year award term, the participant’s account is credited with the number of RSUs equal to the target number for such fiscal year multiplied by the accrual factor for such fiscal year. Accrual factor for a fiscal year is a number equal to the product of the EPS Accrual Percentage and the ROIC Modifier, both further explained below. The accrual factor for each fiscal year is certified by the Compensation Committee at the end of the fiscal year upon which certification the Company credits the participants account with the number of earned units for the recently completed fiscal year. To the extent any RSUs are earned at the end of a fiscal year, they are accrued until their vest at the end of the three-year award term subject to continued employment through the term. Any RSUs not earned at the end of a fiscal year as a result of the performance criteria not being met are automatically forfeited. The performance measures are based on one or more pre-established objective criteria set by the Compensation Committee prior to the beginning of the fiscal year. The performance goals for the fiscal year are calibrated annually by the Compensation Committee with the expectation that attainment of these goals would require significant effort in light of the business environment and tie to stockholder interests of long-term growth. EPS Accrual Percentage: The “EPS Accrual Percentage” for a particular fiscal year is determined as indicated in the table below by comparing the Company’s Adjusted EPS achieved for such fiscal year to the Adjusted EPS goal for the fiscal year (expressed as a percentage). Straight-line interpolation is used to determine the EPS Accrual Percentage. In no event shall the EPS Accrual Percentage for a fiscal year be more than 160%. Similar to the cash bonus goals, the Compensation Committee adjusts the goals for the performance measures for each fiscal year subject to a PBRSU grant. The adjustment is based on anticipated macroeconomic challenges and other factors that could unduly challenge performance and diminish the incentive nature of our compensation program. The Adjusted EPS goals and accrual percentages for the first tranche of the fiscal 2022 grants were as follows:

  73. Performance-Based Restricted Stock Units

    | Attainment of EPS Goal (EPS/EPS Goal) | EPS Accrual Percentage | | Less than 70% | 0% | | 70% | 50% | | 90% | 100% | | Greater than or equal to 120% | 160% |

  74. Performance-Based Restricted Stock Units

    The Adjusted EPS goals and accrual percentages for the second and third tranches of fiscal 2022 grants are as follows:

  75. Performance-Based Restricted Stock Units

    | Attainment of EPS Goal (EPS/EPS Goal) | EPS Accrual Percentage | | Less than 70% | 0% | | 70% | 50% | | 100% | 100% | | Greater than or equal to 120% | 160% |

  76. Performance-Based Restricted Stock Units

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  77. Performance-Based Restricted Stock Units

    ROIC Modifier. The “ROIC Modifier” for a particular fiscal year is determined by comparing the Company’s ROIC achieved for the fiscal year to the ROIC goal for the fiscal year (expressed as a percentage) and as presented in the table below. Straight-line interpolation is used to determine the ROIC Modifier. In no event shall the ROIC Modifier for a fiscal year be more than 125%. The ROIC goals and ROIC Modifier for fiscal 2022 were as follows:

  78. Performance-Based Restricted Stock Units

    | Attainment of ROIC Goal (ROIC/ROIC Goal) | ROIC Modifier | | Less than or equal to 85% | 75% | | Greater than 85% but less than 105% | 100% | | Greater than or equal to 105% | 125% |

  79. Performance-Based Restricted Stock Units

    The performance awards vest, to the extent earned, after the third fiscal year from the grant year, after certification by the Compensation Committee and subject to continuous employment of the participant through the vest dates. The target goals and actual performance for fiscal 2022 are presented below. Similar to the targets for the annual cash bonus, the Compensation Committee set a high bar for the targets in the fiscal 2022 tranche for the performance-based awards but took into consideration the macroeconomic challenges that would unduly challenge meeting the performance goals. The following table shows the number of PBRSUs awarded (at target) to each of the NEOs in fiscal 2022, the number of PBRSUs that were subject to being earned for fiscal 2022 performance (at target) and the number of PBRSUs that were actually earned upon certification of fiscal 2022 performance. The first tranche of the fiscal 2022 grant was earned at 200% of target.

  80. Performance-Based Restricted Stock Units

    | Name | Performance- Based RSUs Awarded in Fiscal 2022 (@ Target) | Performance- Based RSUs Subject to Being Earned For Fiscal 2022 (@ Target) | Performance- Based RSUs Earned For Fiscal 2022 (200% of Target) | | Vivek Sankaran | 162,950 | 54,316 | 108,632 | | Sharon McCollam | 68,611 | 22,870 | 45,740 | | Susan Morris | 68,611 | 22,870 | 45,740 | | Juliette Pryor | 34,305 | 11,435 | 22,870 | | Anuj Dhanda | 42,882 | 14,294 | 28,588 |

  81. Performance-Based Restricted Stock Units

    As stated in the discussion of director compensation, beginning with the fiscal 2021 annual equity grants, to the extent dividends are declared by our Board, each earned but unvested PBRSU and each unvested TBRSU is eligible to receive DERs which vest according to the same schedule as the underlying unit. Accrued but unvested DERs also receive DERs in subsequent dividends.

  82. Performance-Based Restricted Stock Units

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  83. Special Dividend

    Special Dividend On October 13, 2022 we declared a special cash dividend of $6.85 per share of Common Stock (the “Special Dividend”) payable to stockholders of record as of the close of business on October 24, 2022. We paid the dividend on January 20, 2023. All unvested equity awards outstanding as of October 24, 2022 participate in the Special Dividend, according to the same vesting terms and conditions as the underlying equity award. Unvested equity awards with DERs receive the Special Dividend through the issuance of additional RSUs relating to TBRSUs and PBRSUs, as applicable. Unvested equity awards without DERs receive the Special Dividend in cash subject to anti-dilution provisions. See “Options Exercised and Stock Vested” table for the Special Dividend received in cash by certain NEOs.

  84. Vested Performance-Based Restricted Stock Units Under Prior Grants

    Vested Performance-Based Restricted Stock Units Under Prior Grants The PBRSUs awarded to certain NEOs in fiscal 2020 and fiscal 2021 (“Prior Grants”) have identical vest schedules as the fiscal 2022 awards. The following tables provide the number of PBRSUs that were earned by the NEOs pursuant to the Prior Grants (third tranche of the fiscal 2020 grant and the second tranche of the fiscal 2021 grant) upon certification of fiscal 2022 performance by the Compensation Committee in April 2023. The maximum payout under the fiscal 2020 grant was 200% and fiscal 2021 grant was approximately 197%.

  85. Fiscal 2020 Grant

    | Name | Fiscal 2020 Performance- Based RSUs @Target | % Achieved | Performance- Based RSUs Earned for Fiscal 2022 Performance | | Vivek Sankaran(1) | N/A | N/A | N/A | | Sharon McCollam(2) | N/A | N/A | N/A | | Susan Morris | 47,473 | 200% | 94,946 | | Juliette Pryor | 33,552 | 200% | 67,104 | | Anuj Dhanda | 20,345 | 200% | 40,690 |

  86. Fiscal 2020 Grant

    | (1) As discussed under “Discussion of the Terms of the Employment Agreements with our NEOs - Vivek Sankaran” Mr. Sankaran was granted equity awards in fiscal 2019 that were intended to cover his initial employment term. As a result, Mr. Sankaran was not granted any additional annual equity awards in fiscal 2019, fiscal 2020 or fiscal 2021. However, in fiscal 2022, Mr. Sankaran received annual equity grants. |

  87. Fiscal 2021 Grant

    | Name | Fiscal 2021 Performance- Based RSUs @Target | % Achieved | Performance Based RSUs Earned for Fiscal 2022 Performance | | Vivek Sankaran(1) | N/A | N/A | N/A | | Sharon McCollam | 40,623 | 197.07% | 80,056 | | Susan Morris | 31,312 | 197.07% | 61,707 | | Juliette Pryor | 17,892 | 197.07% | 35,260 | | Anuj Dhanda | 15,656 | 197.07% | 30,853 |

  88. Fiscal 2021 Grant

    | (1) As discussed under “Discussion of the Terms of the Employment Agreements with our NEOs - Vivek Sankaran” Mr. Sankaran was granted equity awards in fiscal 2019 that were intended to cover his initial employment term. As a result, Mr. Sankaran was not granted any additional annual equity awards in fiscal 2019, fiscal 2020 or fiscal 2021. However, in fiscal 2022, Mr. Sankaran received annual equity grants. |

  89. Time-Based Restricted Stock Units

    Time-Based Restricted Stock Units TBRSUs enable us to retain highly qualified individuals while tying their pay to continued growth of the Company over the long-term. The term of the TBRSU awards is generally three years, typically vesting one-third annually on the last date of the fiscal year over the three-year period, subject to continuous employment of the participant through the vest dates.

  90. Time-Based Restricted Stock Units

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  91. Role of the Compensation Committee and the Compensation Consultant

    Role of the Compensation Committee and the Compensation Consultant The Compensation Committee oversees and provides strategic direction to management regarding all aspects of our pay program for senior executives. It sets the compensation of the CEO and the non-CEO NEOs. The Compensation Committee conducts and reviews with the Board an annual evaluation of the performance of the CEO and determines and approves the CEO’s compensation based on this evaluation. The Compensation Committee takes into consideration the results of the most recent say-on-pay vote when it determines CEO compensation. Each year the Compensation Committee engages in extensive executive compensation discussions with our independent compensation consultant to review best practices and receive a competitive assessment of executive compensation compared to peers. The Committee reviews total compensation and approves each of the elements of executive compensation, and reviews whether compensation programs and practices carry undue risk. During fiscal 2022, the Compensation Committee continued to engage FW Cook as its independent compensation consultant. FW Cook evaluates the competitiveness of the design of the Company’s executive compensation program and recommends appropriate changes, reviews the competitiveness of the compensation of the NEOs and certain other executive officers, evaluates market pay data and competitive-positioning, provides analyses and inputs on program structure, performance measures, and goals, provides updates on market trends and the regulatory environment as it relates to executive compensation, reviews various management proposals presented to the Compensation Committee related to executive compensation and provides objective analysis and recommendations, and works with the Compensation Committee to validate and strengthen the pay-for-performance relationship and alignment. FW Cook does not perform other services for the Company and will not do so without the prior consent of the Compensation Committee. FW Cook meets with the Compensation Committee, outside the presence of management, in executive sessions.

  92. Role of the Compensation Committee and the Compensation Consultant

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  93. Use of Peer Data in Setting Our Executive Compensation

    Use of Peer Data in Setting Our Executive Compensation The Compensation Committee believes our NEOs’ compensation should be aligned to similarly situated executives within a peer group of companies in order to attract, retain and motivate the highest caliber executive management team critical to our long-term success. While we do not rely solely on benchmark compensation to establish target pay levels, FW Cook conducts a review, annually, of the compensation programs of peers selected based on size-appropriate comparators operating in retail industries (the “peer group”) that are also traded publicly. We believe the resulting peer group provides the Compensation Committee with a valid comparison for the Company’s executive compensation program. Our compensation peer group for fiscal 2022 remained the same as fiscal 2021 and was as follows:

  94. Compensation Risk Assessment

    | ● | balance between “short- and long-term” pay and “fixed and variable” pay; |

  95. Compensation Risk Assessment

    | ● | performance-based payouts within range of competitive practices; |

  96. Compensation Risk Assessment

    | ● | capped payout levels for incentive compensation; |

  97. Compensation Committee

    | Summary Compensation Table |

  98. Compensation Committee

    | Name and Principal Position | Fiscal Year(1) | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Vivek Sankaran Chief Executive Officer | 2022 | 1,500,000 | — | 9,499,985 | 4,904,692 | 198,453 | 16,103,130 | | | 2021 | 1,500,000 | 2,500,000 | — | 4,500,000 | 139,520 | 8,639,520 | | | 2020 | 1,500,000 | 2,500,000 | — | 4,343,244 | 140,091 | 8,483,335 | | Sharon McCollam President and Chief Financial Officer | 2022 | 1,000,000 | — | 4,000,021 | 2,335,569 | 5,378 | 7,340,968 | | | 2021 | 476,923 | 2,000,000 | 7,999,986 | 1,201,923 | 30,489 | 11,709,321 | | Susan Morris Executive Vice President and Chief Operations Officer | 2022 | 1,000,000 | 172,637 | 4,000,021 | 1,868,454 | 105,756 | 7,146,868 | | | 2021 | 1,000,000 | 91,597 | 3,500,018 | 2,000,000 | 146,498 | 6,738,113 | | | 2020 | 900,000 | 91,597 | 4,598,031 | 1,737,298 | 60,340 | 7,387,266 | | Juliette Pryor Former Executive Vice President, General Counsel and Secretary | 2022 | 725,000 | 875,000 | 1,999,982 | 1,354,630 | 63,167 | 5,017,779 | | | 2021 | 725,000 | 875,000 | 2,000,000 | 1,450,001 | 21,856 | 5,071,857 | | | 2020 | 515,865 | 1,500,000 | 2,814,286 | 981,220 | 5,000 | 5,816,370 | | Anuj Dhanda Executive Vice President and Chief Technology and Transformation Officer | 2022 | 750,000 | — | 2,500,021 | 1,401,341 | 75,900 | 4,727,262 | | | 2021 | 700,000 | 3,057,253 | 1,749,990 | 1,400,000 | 139,646 | 7,046,889 |

  99. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table specifies the grants of awards made under our cash bonus and equity incentive plans to the NEOs during and for fiscal 2022.

  100. Grants of Plan Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Units(5)(#) | Grant Date Fair Value of Stock Awards ($)(6) | | Name | Approval Date(1) | Grant Date(2) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Vivek Sankaran | | | 656,250 | 2,625,000 | 5,250,000 | | | | | | | | 2/24/2022 | 2/28/2022 | | | | 122,213 | 162,950 | 325,900 | | 4,749,993 | | | 2/24/2022 | 2/28/2022 | | | | | | | 162,950 | 4,749,993 | | Sharon McCollam | | | 312,500 | 1,250,000 | 2,500,000 | | | | | | | | 2/24/2022 | 2/28/2022 | | | | 51,458 | 68,611 | 137,222 | | 2,000,011 | | | 2/24/2022 | 2/28/2022 | | | | | | | 68,611 | 2,000,011 | | Susan Morris | | | 250,000 | 1,000,000 | 2,000,000 | | | | | — | | | 2/24/2022 | 2/28/2022 | | | | 51,458 | 68,611 | 137,222 | | 2,000,011 | | | 2/24/2022 | 2/28/2022 | | | | | | | 68,611 | 2,000,011 | | Juliette Pryor | | | 181,250 | 725,000 | 1,450,000 | | | | | | | | 2/24/2022 | 2/28/2022 | | | | 25,729 | 34,305 | 68,610 | | 999,991 | | | 2/24/2022 | 2/28/2022 | | | | | | | 34,305 | 999,991 | | Anuj Dhanda | | | 187,500 | 750,000 | 1,500,000 | | | | | | | | 2/24/2022 | 2/28/2022 | | | | 32,162 | 42,882 | 85,764 | | 1,250,010 | | | 2/24/2022 | 2/28/2022 | | | | | | | 42,882 | 1,250,010 |

  101. Grants of Plan Based Awards

    | (1) The dates the Compensation Committee approved the grants of the long-term incentive awards. |

  102. Grants of Plan Based Awards

    | (2) The grant date of the equity awards. |

  103. Grants of Plan Based Awards

    | (3) Amounts represent the range of cash bonus awards the NEO was potentially entitled to receive based on the achievement of performance goals for fiscal 2022 under our Corporate Incentive Plan. See “Compensation Discussion and Analysis—Cash Bonus” for a description of the bonus process and the target bonus opportunities of each NEO for 2022. The amounts actually paid are reported in the Summary Compensation Table. See Key NEO Compensation Decisions for Fiscal 2022 for the percentage of target compensation paid as cash bonus. |

  104. Grants of Plan Based Awards

    | (4) The reported numbers are PBRSUs granted pursuant to the annual award. See “Compensation Discussion and Analysis— Long-Term Incentive Award Programs” for a description of the terms of the PBRSUs. |

  105. Grants of Plan Based Awards

    | (5) The reported numbers are TBRSUs granted pursuant to the annual award. See “Compensation Discussion and Analysis— Long-Term Incentive Award Programs” for a description of the terms of the TBRSUs. |

  106. Grants of Plan Based Awards

    | (6) The grant date fair values of the TBRSUs and the PBRSUs were determined using the closing price of Common Stock on February 28, 2022 of $29.15 per share. |

  107. Grants of Plan Based Awards

    See Notes 1 and 10—Equity Based Compensation in our audited consolidated financial statements included in our 2022 Form 10-K for a discussion of the assumptions used in the valuation of such awards pursuant to FASB ASC Topic 718.

  108. Grants of Plan Based Awards

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  109. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  110. Outstanding Equity Awards at Fiscal Year End

    | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($)(2) | | Vivek Sankaran | 469,377(4) | 9,500,190 | 485,747(5) | 9,831,519 | | Sharon McCollam | 226,623(6) | 4,586,850 | 149,859(7) | 3,033,146 | | Susan Morris | 188,962(8) | 3,824,591 | 178,707(9) | 3,617,030 | | Juliette Pryor | 137,121(10) | 2,775,329 | 103,642(11) | 2,097,714 | | Anuj Dhanda | 278,513(12) | 5,637,103 | 94,538(13) | 1,913,449 |

  111. Outstanding Equity Awards at Fiscal Year End

    | (1) Includes (i) TBRSUs, and (ii) PBRSUs pursuant to Prior Grants that have been earned based on certification by the Compensation Committee and will vest upon the completion of the term of the full award and continued service through the applicable vesting date, and (iii) related DERs. The reported number for Mr. Sankaran includes his performance-based restricted stock. |

  112. Outstanding Equity Awards at Fiscal Year End

    | (2) Based on closing price of $20.24 per share of Common Stock as of February 27, 2023. |

  113. Outstanding Equity Awards at Fiscal Year End

    | (3) Reflects PBRSUs pursuant to Prior Grants and fiscal 2022 awards that may be earned based upon certification by the Compensation Committee of the performance achieved for the respective fiscal year and will vest subject to continued service through the applicable vesting date. The numbers have been reported at target. The reported number for Mr. Sankaran includes his performance-based restricted stock. See tables on page 56 for the number of PBRSUs that were earned based on fiscal 2022 performance upon certification by the Compensation Committee. |

  114. Outstanding Equity Awards at Fiscal Year End

    | (4) Reflects 215,198 shares of restricted stock that vested on April 25, 2023, 107,599 shares of restricted stock that will vest on April 25, 2024, 73,446 shares of RSUs that will vest on February 24, 2024, 73,134 shares of RSUs that will vest on February 22, 2025, provided Mr. Sankaran is employed on the applicable vesting dates. |

  115. Outstanding Equity Awards at Fiscal Year End

    | (5) Reflects 215,198 shares of performance-based restricted stock subject to fiscal 2022 performance, 107,599 shares of performance-based restricted stock subject to fiscal 2023 performance, 54,316 shares of PBRSUs subject to fiscal 2022 performance, 54,317 shares of PBRSUs subject to fiscal 2023 performance, and 54,317 shares of PBRSUs subject to fiscal 2024 performance. |

  116. Outstanding Equity Awards at Fiscal Year End

    | (6) Reflects 86,124 TBRSUs that will vest on February 24, 2024, and 30,793 TBRSUs that will vest on February 22, 2025, provided Ms. McCollam is employed on the applicable vesting date. Also, reflects 109,706 PBRSUs earned pursuant to the fiscal 2021 award. |

  117. Outstanding Equity Awards at Fiscal Year End

    | (7) Reflects 63,493 PBRSUs subject to fiscal 2022 performance, 63,495 PBRSUs subject to fiscal 2023 performance, and 22,871 PBRSUs subject to fiscal 2024 performance. |

  118. Outstanding Equity Awards at Fiscal Year End

    | (8) Reflects 73,610 TBRSUs that will vest on February 24, 2024 and 30,793 TBRSUs that will vest on February 25, 2025 provided Ms. Morris is employed on the applicable vesting dates. Also, reflects 84,559 PBRSUs earned pursuant to the fiscal 2021 award. |

  119. Outstanding Equity Awards at Fiscal Year End

    | (9) Reflects 101,655 PBRSUs that were subject to fiscal 2022 performance, 54,181 PBRSUs subject to fiscal 2023 performance, and 22,871 PBRSUs subject to fiscal 2024 performance. |

  120. Outstanding Equity Awards at Fiscal Year End

    | (10) Reflects 33,552 TBRSUs that will vest on June 15, 2023, 39,851 TBRSUs that will vest on February 24, 2024, and 15,400 TBRSUs that will vest on February 22, 2025 provided Ms. Pryor is employed on the applicable vesting dates. Also, reflects 48,318 PBRSUs earned pursuant to the fiscal 2021 award. |

  121. Outstanding Equity Awards at Fiscal Year End

    | (11) Reflects 62,879 PBRSUs that were subject to fiscal 2022 performance, 29,328 PBRSUs subject to fiscal 2023 performance, and 11,435 PBRSUs subject to fiscal 2024 performance. |

  122. Outstanding Equity Awards at Fiscal Year End

    | (12) Reflects 40,670 TBRSUs that will vest on February 24, 2024, 176,318 TBRSUs that will vest on August 5, 2024, and 19,245 TBRSUs that will vest on February 22, 2025 provided Mr. Dhanda is employed on the applicable vesting dates. Also, reflects 42,280 PBRSUs earned pursuant to the fiscal 2021 award. |

  123. Outstanding Equity Awards at Fiscal Year End

    | (13) Reflects 50,295 PBRSUs that were subject to being earned based on fiscal 2022 performance, 29,949 PBRSUs that may be earned based on fiscal 2023 performance, and 14,294 PBRSUs that may be earned based on fiscal 2024 performance. |

  124. Outstanding Equity Awards at Fiscal Year End

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  125. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  126. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Vivek Sankaran | 719,039 | 20,305,592 | | Sharon McCollam | 127,205 | 2,939,342 | | Susan Morris | 530,828 | 14,406,052 | | Juliette Pryor | 91,570 | 2,298,082 | | Anuj Dhanda | 172,271 | 4,477,468 |

  127. Option Exercises and Stock Vested

    | (1) Excludes performance-based restricted stock and PBRSUs related to Prior Grants that vested upon certification by the Compensation Committee in April 2023 based on fiscal 2022 performance. Includes DERs issued for regular quarterly dividends as well as for the Special Dividend. Excludes the Special Dividend paid in cash to Ms. Morris and Mr. Dhanda related to equity awards without DERs that vested during fiscal 2022. |

  128. Option Exercises and Stock Vested

    | (2) Calculated based on the closing price of Common Stock on the vesting date multiplied by the number of vested shares. |

  129. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the executive and Company contributions, earnings and account balances for the NEOs under the Deferred Compensation Plans during fiscal 2022. The Deferred Compensation Plans are nonqualified deferred compensation arrangements intended to comply with Section 409A of the Code. See “Compensation Discussion and Analysis—Deferred Compensation Plan” for a description of the terms and conditions of the Deferred Compensation Plans. The aggregate balance of each participant’s account consists of amounts that have been deferred by the participant, Company contributions, plus earnings (or minus losses). We do not deposit any amounts into any trust or other account for the benefit of plan participants. In accordance with tax requirements, the assets of the Deferred Compensation Plans are subject to claims of our creditors.

  130. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Vivek Sankaran | — | — | — | — | — | | Sharon McCollam | — | — | — | — | — | | Susan Morris | 131,203 | 91,398 | (130,319) | — | 1,600,644 | | Juliette Pryor | 447,779 | 58,440 | (43,538) | — | 888,945 | | Anuj Dhanda | 1,532,139 | 66,107 | (136,212) | — | 3,013,191 |

  131. Nonqualified Deferred Compensation

    | (1) All executive contributions represent amounts deferred by each NEO under a Deferred Compensation Plan and are included as compensation in the Summary Compensation Table. All Company contributions are reported under “All Other Compensation” in the Summary Compensation Table. See footnote (6) of the Summary Compensation Table. |

  132. Nonqualified Deferred Compensation

    | (2) These amounts are not reported in the Summary Compensation Table as none of the earnings are based on interest above the market rate. |

  133. Nonqualified Deferred Compensation

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  134. Nonqualified Deferred Compensation

    | Discussion of the Terms of the Employment Agreements with Our NEOs |

  135. Nonqualified Deferred Compensation

    Below is a summary of the key provisions under the employment agreements with our NEOs.

  136. Potential Payments Upon Termination of Employment

    Potential Payments Upon Termination of Employment The employment agreements provide for severance payments upon termination of employment, the amount and nature of which depends upon the reason for termination. The estimated payments disclosed in the tables following the narrative discussion exclude Accrued Benefits (defined below) accrued through February 25, 2023 that would be paid in the normal course of continued employment. The value of the equity awards is based on the terms of our equity award agreements and the closing price of our Common Stock on February 27, 2023 of $20.24 per share. Ms. Pryor left the Company effective April 29, 2023. None of the enhanced severance payments and benefits under her employment agreement were triggered and she received the Accrued Benefits (defined below). The treatment of equity awards for NEOs (including Mr. Sankaran’s fiscal 2022 equity grant) is set forth below:

  137. Potential Payments Upon Termination of Employment

    | | Termination due to Death or Disability | Termination – By Company with Cause/By Executive without Good Reason | Termination – By Company without Cause/By Executive for Good Reason | Termination due to Death or Disability and Change In Control | Termination – By Company without Cause/Good Reason and Change in Control | | TBRSUs | Accelerated vesting of all (100%) outstanding TBRSUs in which the NEO has not yet become vested, payable on the Termination Date | None | For Ms. McCollam only, accelerated vesting of TBRSUs that would vest on the next anniversary of the grant date after termination of service | Accelerated vesting of all (100%) outstanding TBRSUs in which the NEO has not yet become vested, payable on the Termination Date | Accelerated vesting of all (100%) outstanding TBRSUs in which the NEO has not yet become vested, payable on the Termination Date | | PBRSUs | Accelerated vesting (100%) of PBRSUs equal to the target for each open fiscal year of the award term, payable on the Termination Date | None | For Ms. McCollam only, vest of any PBRSUs that would have vested as of the last day of the fiscal year in which termination occurred based on the applicable accrual factor | Accelerated vesting (100%) of PBRSUs equal to the target for each open fiscal year of the award term, payable on the Termination Date | Accelerated vesting (100%) of PBRSUs equal to the target for each open fiscal year of the award term, payable on the Termination Date |

  138. Potential Payments Upon Termination of Employment

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  139. Potential Payments Upon Termination of Employment

    Termination by Company for cause, by the NEO without good reason or non-renewal of the employment agreement by the NEO: In the event the NEO’s employment is terminated by us for “cause” (as defined in each executive employment agreement) or under a voluntary termination without “good reason” (as defined in each executive employment agreement) or the NEO does not renew his or her employment agreement, the NEO will receive accrued but unpaid Base Salary through the date of termination, the earned but unpaid portion of any cash bonus in respect of any completed performance period prior to termination, payment for accrued but unused vacation days, vested benefits to which the executive is entitled to under the Company’s plans, programs or arrangements in which the executive participates and all reimbursable expenses (“Accrued Benefits”). Termination by the Company without cause or by the executive for good reason: If Mr. Sankaran’s employment is terminated by us without cause or if he voluntarily resigns for good reason, Mr. Sankaran would be entitled to receive (i) any earned but unpaid bonus with respect to any completed performance period prior to the date of termination, (ii) a lump sum payment in an amount equal to 200% of the sum of Mr. Sankaran’s base salary plus target bonus, (iii) a bonus based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and payable at the same time it would otherwise be paid, (iv) payment of the unvested or unpaid portions of the sign-on retention award and (v) cost of reimbursement for health care for Mr. Sankaran and his dependents up to 18 months. In addition, as stated above, Mr. Sankaran will become vested in the Time-Based Restricted Stock that he would have become vested on the next anniversary of the grant date following such termination of employment. If Ms. McCollam’s employment is terminated by us without cause or if she voluntarily resigns for good reason, Ms. McCollam would be entitled to receive (i) a lump sum payment in an amount equal to 200% of the sum of Ms. McCollam’s base salary plus target bonus, (ii) a bonus based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and payable at the same time it would otherwise be paid and (iii) cost of reimbursement for health care for Ms. McCollam and her dependents up to 18 months. If Mr. Dhanda or Ms. Morris’ employment is terminated by us without cause or by the executive voluntarily for good reason, the executive would be entitled to (i) a lump sum payment in an amount equal to 200% of the sum of his or her base salary plus target bonus; (ii) earned but unpaid portion of any bonus earned in respect of any completed performance period completed prior to the termination date; (iii) a bonus that would have been earned based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and payable at the same time it would otherwise be paid; and (iv) and reimbursement of the cost of continuation coverage of group health coverage for a period of 18 months. All payments for termination by us without cause or by executive for good reason are subject to the execution of a release by the executive. The following table provides the amounts payable to the NEOs upon severance without cause or for a good reason, assuming such triggering event occurred on February 25, 2023.

  140. Potential Payments Upon Termination of Employment

    | Name | Potential Payments Upon Termination By Company Without Cause or By Executive For Good Reason | | | | | | | Base Salary | Bonus(1) | Health Coverage | Equity | Total | | Vivek Sankaran | $8,250,000 | $3,124,129 | $30,372 | $11,096,180 | $22,500,681 | | Sharon McCollam | $4,500,000 | $1,250,000 | $30,659 | $2,974,386 | $8,755,045 | | Susan Morris | $4,000,000 | $1,190,144 | $23,010 | $— | $5,213,154 | | Anuj Dhanda | $3,000,000 | $892,608 | $12,879 | $— | $3,905,487 |

  141. Potential Payments Upon Termination of Employment

    | (1) Includes quarterly cash bonus for Q4 fiscal 2022 and annual cash bonus for fiscal 2022. |

  142. Potential Payments Upon Termination of Employment

    Termination due to death or disability: If Mr. Sankaran’s employment terminates due to his death or is terminated due to his disability (as defined in each executive employment agreement), Mr. Sankaran or his legal representative, as appropriate, would be entitled to receive (i) any earned but unpaid bonus with respect to any completed performance period prior to the date of termination, (ii) a lump sum payment in an amount equal to 25% of Mr. Sankaran’s base salary, (iii) a bonus based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and payable at the same time it would otherwise be paid, (iv) payment of the unvested or unpaid portions of the sign-on retention award and (v) cost of reimbursement for health care for Mr. Sankaran and his dependents up to 18 months. Mr. Sankaran’s sign-on retention award was fully paid in fiscal 2021.

  143. Potential Payments Upon Termination of Employment

    | Albertsons Companies | 69 | 2023 Proxy Statement |

  144. Potential Payments Upon Termination of Employment

    If Ms. McCollam’s employment terminates due to her death or is terminated due to her disability, Ms. McCollam or her legal representative, as appropriate, would be entitled to receive, (i) a bonus based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and payable at the same time it would otherwise be paid, (ii) any earned but unpaid bonus with respect to any completed performance period prior to the date of termination, (iii) a lump sum payment in an amount equal to 25% of Ms. McCollam’s base salary, and (iv) cost of reimbursement for health care for Ms. McCollam and her dependents up to 18 months. If Mr. Dhanda or Ms. Morris’ employment is terminated due to death or disability, the executive or executive’s representative shall be entitled to receive a lump sum payment equal to (i) a bonus based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and payable at the same time it would otherwise be paid and (ii) any earned but unpaid bonus with respect to any completed performance period prior to the date of termination. All payments for termination due to death or disability are subject to the execution of a release by the executive or his or her representative, as appropriate. The following table provides the amounts payable to the NEOs upon severance due to death or disability, assuming such triggering event occurred on February 25, 2023.

  145. Potential Payments Upon Termination of Employment

    | Name | Potential Payments Upon Termination Due to Death or Disability | | | | | | | Base Salary | Bonus(1) | Health Coverage | Equity | Total | | Vivek Sankaran | $375,000 | $3,124,129 | $30,372 | $7,864,746 | $11,394,247 | | Sharon McCollam | $250,000 | $1,487,680 | $30,659 | $7,484,462 | $9,252,801 | | Susan Morris | $— | $1,190,144 | $— | $7,309,259 | $8,499,403 | | Anuj Dhanda | $— | $892,608 | $— | $7,416,254 | $8,308,862 |

  146. Potential Payments Upon Termination of Employment

    | (1) Includes quarterly cash bonus for Q4 fiscal 2022 and annual cash bonus for fiscal 2022. |

  147. Potential Payments Upon Termination of Employment

    Termination Upon Change in Control: The following tables provide the amounts payable to the NEOs upon severance without cause, for a good reason or death or disability within 24 months following a Change in Control (as defined in the executive’s equity award agreements), assuming such triggering event occurred on February 25, 2023. Additionally, if Mr. Sankaran’s employment is terminated by us without cause or Mr. Sankaran resigns for good reason following a change in control or within the 180-day period immediately prior to a change in control, Mr. Sankaran will become fully vested in the Time-Based Restricted Stock.

  148. Potential Payments Upon Termination of Employment

    | Name | Potential Payments Upon Termination By Company Without Cause or By Executive For Good Reason after a Change in Control | | | | | | | Base Salary | Bonus | Health Coverage | Equity | Total | | Vivek Sankaran | $8,250,000 | $3,124,129 | $30,372 | $18,987,864 | $30,392,365 | | Sharon McCollam | $4,500,000 | $1,250,000 | $30,659 | $7,484,462 | $13,265,121 | | Susan Morris | $4,000,000 | $1,190,144 | $23,010 | $7,309,259 | $12,522,414 | | Anuj Dhanda | $3,000,000 | $892,608 | $12,879 | $7,416,254 | $11,321,741 |

  149. Potential Payments Upon Termination of Employment

    | Name | Potential Payments Upon Termination Due to Death or Disability after a Change in Control | | | | | | | Base Salary | Bonus | Health Coverage | Equity | Total | | Vivek Sankaran | $375,000 | $3,124,129 | $30,372 | $18,987,864 | $22,517,365 | | Sharon McCollam | $250,000 | $1,487,680 | $30,659 | $7,484,462 | $9,252,801 | | Susan Morris | $— | $1,190,144 | $— | $7,309,259 | $8,499,403 | | Anuj Dhanda | $— | $892,608 | $— | $7,416,254 | $8,308,862 |

  150. Potential Payments Upon Termination of Employment

    | Albertsons Companies | 70 | 2023 Proxy Statement |

  151. Potential Payments Upon Termination of Employment

    Termination due to non-renewal of employment agreement by the Company: If Mr. Sankaran’s employment agreement is not renewed by us, he will be entitled to receive a lump sum cash payment equal to the sum of (i) any earned but unpaid bonus with respect to any completed performance period prior to the date of termination, (ii) a lump sum payment in an amount equal to 200% of the sum of Mr. Sankaran’s base salary plus target bonus, and (ii) cost of reimbursement for health care for Mr. Sankaran and his dependents up to 18 months. If Ms. McCollam’s employment terminates due to the employment agreement not renewed by us, she will be entitled to receive (i) a lump sum payment in an amount equal to 200% of the sum of Ms. McCollam’s base salary plus target bonus, and (ii) cost of reimbursement for health care for Ms. McCollam and her dependents up to 18 months. The Initial Term of Ms. McCollam’s employment agreement is three years and subject to renewal in September 2024.

  152. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, the Company is providing information about the relationship of the annual total compensation of our median employee and the annual compensation of our CEO for fiscal 2022. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify our median employee, payroll data was collected for all employees, whether employed on a full-time, part-time, or seasonal basis, as of December 31, 2022, excluding the CEO. As permitted by the SEC, we excluded employee populations in jurisdictions outside of the United States comprising less than 5% of our total employees. We used total W-2 compensation as we believe the use of W-2 compensation is a consistently applied compensation measure. Using this methodology, we determined that our median employee is a non-exempt, full-time hourly employee with an annual total compensation of $31,781 for fiscal 2022. The annual total compensation of our CEO for fiscal 2022, as reported in the Summary Compensation Table, was $16,103,130. Based on the information set forth above, for fiscal 2022 the estimated ratio of the annual compensation of our CEO to the annual compensation of our median employee was 506 to 1. Refer to the CD&A for changes to, and considerations behind the compensation decisions, for Mr. Sankaran’s compensation for fiscal 2022, including the decision to grant Mr. Sankaran annual equity awards for the first time since fiscal 2019. This pay ratio is a reasonable estimate calculated in a manner consistent with applicable rules and guidance promulgated by the SEC as of the date of this proxy statement. We have derived this estimate based on our payroll and employment records, the compensation for our CEO as set forth in the Summary Compensation Table, and the methodologies described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  153. CEO Pay Ratio

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  154. CEO Pay Ratio

    | Pay Versus Performance Disclosure |

  155. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K under the Exchange Act, we are providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and Non-PEO NEOs and certain financial performance metrics of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by our NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, the Compensation Committee does not use CAP as a basis for making compensation decisions. Please refer to our CD&A for a discussion of our executive compensation program objectives and the ways in which we design our program to align executive compensation with Company performance.

  156. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) (in millions) | Adjusted EBITDA (in millions) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2022 | $16,103,130 | $25,769,696 | $6,058,219 | $6,794,406 | $186.27 | $107.09 | $1,513.5 | $4,677.0 | | 2021 | $8,639,520 | $27,635,047 | $6,999,472 | $13,173,472 | $198.34 | $131.03 | $1,619.6 | $4,398.4 | | 2020 | $8,483,335 | $10,110,232 | $6,452,961 | $4,285,950 | $105.93 | $118.97 | $850.2 | $4,524.0 |

  157. Pay Versus Performance Table

    | (b) Reflects compensation amounts reported in the Summary Compensation Table for our PEO, Vivek Sankaran, for the respective fiscal years shown. |

  158. Pay Versus Performance Table

    | (c) Reflects CAP to our PEO in each of fiscal 2022, 2021 and 2020, adjusted as set forth in the table below, as determined in accordance with the SEC rules. For awards with dividend rights, these amounts are paid in cash or company shares once the underlying award vests and are incorporated as applicable in the table below. |

  159. Pay Versus Performance Table

    | PEO | 2020 | 2021 | 2022 | | Summary Compensation Table Total | $8,483,335 | $8,639,520 | $16,103,130 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $— | $— | $(9,499,985) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $— | $— | $6,617,534 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $1,084,598 | $13,121,698 | $(3,951,035) | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $1,115,650 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $154,943 | $5,021,645 | $(1,100,738) | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | | + Value of Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year | $387,356 | $852,184 | $16,485,140 | | Compensation Actually Paid Total | $10,110,232 | $27,635,047 | $25,769,696 |

  160. Pay Versus Performance Table

    | (d) Average of summary compensation paid to non-PEO NEOs during fiscal 2022, 2021 and 2020. Average taken across the non-PEO NEOs as follows: |

  161. Pay Versus Performance Table

    2022: Sharon McCollam, Susan Morris, Juliette Pryor and Anuj Dhanda. 2021: Sharon McCollam, Robert Dimond, Anuj Dhanda, Susan Morris and Christine Rupp 2020: Robert Dimond, Susan Morris, Juliette Pryor and Christine Rupp

  162. Pay Versus Performance Table

    | Albertsons Companies | 72 | 2023 Proxy Statement |

  163. Pay Versus Performance Table

    | (e) Reflects average CAP to non-PEO NEOs in each of fiscal 2022, 2021 and 2020, adjusted as set forth in the table below, as determined in accordance with the SEC rules. For awards with dividend rights, these amounts are paid in cash or shares of our Common Stock once the underlying award vests and are incorporated as applicable in the table below. |

  164. Pay Versus Performance Table

    | NON-PEO NEOs | 2020 Average | 2021 Average | 2022 Average | | Summary Compensation Table Total | $6,452,961 | $6,999,472 | $6,058,219 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(3,659,455) | $(3,625,000) | $(3,125,012) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $840,571 | $4,543,324 | $2,176,832 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $601,439 | $2,200,072 | $(1,030,267) | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $810,529 | $410,153 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $50,434 | $2,740,644 | $(841,677) | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $(521,955) | $— | | + Value of Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year That Are Not Included in the Total Compensation for the Fiscal Year | $— | $26,386 | $3,146,158 | | Compensation Actually Paid Total | $4,285,950 | $13,173,472 | $6,794,406 |

  165. Pay Versus Performance Table

    | (f) For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company for the measurement periods ending on February 25, 2023, February 26, 2022 and February 27, 2021, respectively. |

  166. Pay Versus Performance Table

    | (g) Represents the total cumulative stockholder return of S&P 500 Retail Index (“Peer Group TSR”) for the measurement periods ending on February 25, 2023, February 26, 2022 and February 27, 2021, respectively. |

  167. Pay Versus Performance Table

    | (h) Reflects “Net Income” as reported in the company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended February 25, 2023, February 26, 2022 and February 27, 2021, respectively. |

  168. Pay Versus Performance Table

    | (i) Company Selected Measure is Adjusted EBITDA which is described below. |

  169. Discussion of Information Presented in Pay Versus Performance Table

    Discussion of Information Presented in Pay Versus Performance Table Below are graphs showing the relationship of CAP to our PEO and other NEOs in each of fiscal 2020, 2021 and 2022 to (1) both Company TSR and Peer Group TSR, (2) the Company’s net income and (3) the Company’s Adjusted EBITDA. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals (as reflected in the significant increase to 2021 CAP). For a discussion of how our Compensation Committee assessed the Company’s performance and our NEOs’ pay each year, see our CD&A in this proxy statement and in the proxy statements for fiscal 2020 and fiscal 2021.

  170. Discussion of Information Presented in Pay Versus Performance Table

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  171. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 74 | 2023 Proxy Statement |

  172. Discussion of Information Presented in Pay Versus Performance Table

    | Most Important Financial Performance Measures |

  173. Discussion of Information Presented in Pay Versus Performance Table

    The following financial performance measures represent, in the Company’s assessment, the most important financial measures the Company used to link compensation that we actually paid to our NEOs in fiscal 2022 as further described in our CD&A.

  174. Discussion of Information Presented in Pay Versus Performance Table

    | Measure | Nature | Explanation | | Adjusted EBITDA | Financial | Adjusted EBITDA was the primary financial metric of our fiscal 2022 annual incentive, and we consider it to be an important indicator of our overall business performance. Adjusted EBITDA is calculated as earnings (net loss) before interest, income taxes, depreciation and amortization, further adjusted to eliminate the effects of items management does not consider in assessing our ongoing core performance. | | Identical Sales (“ID Sales”) | Financial | ID Sales include stores operating during the same period in both the current year and the prior year, comparing sales on a daily basis. Direct to consumer digital sales are included in identical sales, and fuel sales are excluded from identical sales. Acquired stores become identical on the one-year anniversary date of the acquisition. | | Adjusted EPS | Financial | Adjusted EPS is calculated as Adjusted net income divided by the weighted average diluted Class A common shares outstanding, as adjusted to reflect all restricted stock units and awards outstanding for the period, as well as the conversion of Convertible Preferred Stock when it is antidilutive for GAAP. We define Adjusted net income as GAAP net income adjusted to eliminate the effects of items management does not consider in assessing our ongoing core performance. | | Return on Invested Capital (“ROIC”) | Financial | ROIC is calculated as Adjusted ROIC operating income divided by average invested capital. Adjusted ROIC operating income is calculated using GAAP operating income and adding back certain items considered non-core or not applicable to the analysis of our returns. Specifically, Adjusted ROIC operating income adds back depreciation and amortization expense, rent expense, LIFO expense (income), (gains) loss on the sale of assets and other items that management does not consider in assessing our ongoing core operating income performance. Average Invested Capital is calculated as the sum of (1) the average of our total assets, (2) the average LIFO reserve and (3) the average accumulated depreciation and amortization; minus (1) the average taxes receivable, (2) the average trade accounts payable, (3) the average accrued salaries and wages and (4) the average other current liabilities, excluding accrued income taxes. Averages are calculated for ROIC by adding the beginning balance of the first quarter and the ending balance of the fourth quarter and dividing by two. |

  175. Discussion of Information Presented in Pay Versus Performance Table

    The information in this section shall not be deemed to be incorporated by reference into any future filing by us under the Securities Act of 1933 or the Exchange Act, except to the extent that we specifically incorporate this section by reference in such filing.

  176. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 75 | 2023 Proxy Statement |

  177. Discussion of Information Presented in Pay Versus Performance Table

    | Security Ownership of Certain Beneficial Owners and Management |

  178. Discussion of Information Presented in Pay Versus Performance Table

    The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our Common Stock as of the Record Date by:

  179. Discussion of Information Presented in Pay Versus Performance Table

    | ● | each person known by us to own beneficially 5% or more of our outstanding shares of Common Stock; |

  180. Discussion of Information Presented in Pay Versus Performance Table

    | ● | each of our directors; |

  181. Discussion of Information Presented in Pay Versus Performance Table

    | ● | each of our NEOs; and |

  182. Discussion of Information Presented in Pay Versus Performance Table

    | ● | our directors and executive officers as a group. |

  183. Discussion of Information Presented in Pay Versus Performance Table

    We have based percentage ownership of our Common Stock on 575,630,760 shares of our Common Stock outstanding as of the Record Date, except as noted below. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated, none of the persons listed in the following table owns any securities that are convertible into Common Stock at his or her option currently or within 60 days of the Record Date. Unless otherwise indicated, the address for each 5% stockholder, director and executive officer listed below is c/o Albertsons Companies, Inc., 250 Parkcenter Blvd., Boise, Idaho 83706.

  184. Discussion of Information Presented in Pay Versus Performance Table

    | Name of Beneficial Owner | Number of Shares | Percentage of Shares | | 5% Stockholders: | | | | Cerberus Capital Management, L.P.(1) | 151,818,680 | 26.4% | | Directors: | | | | Vivek Sankaran(2) | 2,004,841 | * | | James Donald | 2,474,836 | * | | Chan Galbato(1) | 14,587 | * | | Sharon Allen(3) | 168,755 | * | | Kim Fennebresque | 101,426 | * | | Allen Gibson | 34,421 | * | | Alan Schumacher(4) | 101,926 | * | | Brian Kevin Turner | 137,130 | * | | Mary Elizabeth West | 18,267 | * | | Scott Wille(1) | 18,620 | * | | Named Executive Officers: | | | | Sharon McCollam | 77,148 | * | | Susan Morris | 608,827 | * | | Juliette Pryor (as of April 28, 2023) | 180,836 | * | | Anuj Dhanda | 382,186 | * | | All directors and executive officers as a group (19 Persons) | 6,783,726 | 1.2% |

  185. Discussion of Information Presented in Pay Versus Performance Table

    | * Represents less than 1%. |

  186. Discussion of Information Presented in Pay Versus Performance Table

    | (1) Based on statements in Schedule 13G filed on February 14, 2023. Cerberus may be deemed to beneficially own the reported shares of Common Stock and filed the Schedule 13G on behalf of Cerberus Albertsons Incentive LLC (“Cerberus Albertsons”) and Cerberus Iceberg LLC (“Cerberus Iceberg”), each of which are funds managed by Cerberus and/or one or more of its affiliates. |

  187. Discussion of Information Presented in Pay Versus Performance Table

    Stephen Feinberg exercises voting and investment authority and may be deemed to have beneficial ownership of the reported shares. Messrs. Galbato and Wille are affiliated with Cerberus. The address for Cerberus is 875 Third Avenue, New York, New York 10022.

  188. Discussion of Information Presented in Pay Versus Performance Table

    | (2) Includes 215,198 shares of restricted shares held by Mr. Sankaran individually and 1,721,584 shares of Common Stock held by Sankaran Family Ltd., a Texas limited partnership of which Mr. Sankaran is a limited partner. The address of the partnership is 2430 Victory Park. Lane #3203, Dallas, Texas 75219. |

  189. Discussion of Information Presented in Pay Versus Performance Table

    | (3) Includes 2,000 shares of Common Stock held by the Richard and Sharon Allen Trust (the “Allen Trust”). Sharon Allen, as trustee, is deemed to have voting and dispositive power over the securities held by the Allen Trust. |

  190. Discussion of Information Presented in Pay Versus Performance Table

    | (4) Certain of the shares are held by The Alan H. Schumacher Declaration of Trust Dated October 19, 2001 (the “Schumacher Trust”). Alan Schumacher, as trustee, is deemed to have voting and dispositive power over the shares held by the Schumacher Trust. The address for the Schumacher Trust is 10 Little Tomaka Way, Ormond Beach, Florida 32174. |

  191. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 76 | 2023 Proxy Statement |

  192. Discussion of Information Presented in Pay Versus Performance Table

    | Equity Compensation Plan Information |

  193. Discussion of Information Presented in Pay Versus Performance Table

    The following table summarizes information about our equity compensation plans as of February 25, 2023. All outstanding awards relate to our Common Stock.

  194. Discussion of Information Presented in Pay Versus Performance Table

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Equity Awards (a) | Weighted- Average Exercise Price of Outstanding Equity Awards (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity Compensation Plans Approved by Stockholders | — | — | 33,219,817 | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | — | — | 33,219,817 |

  195. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 77 | 2023 Proxy Statement |

  196. Discussion of Information Presented in Pay Versus Performance Table

    | Delinquent Section 16(a) Reports |

  197. Discussion of Information Presented in Pay Versus Performance Table

    Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own more than 10% of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the SEC. Such officers, directors and stockholders are required by SEC regulations to furnish the Company with copies of all such reports that they file. Based solely on a review of copies of reports filed with the SEC and of written representations by officers and directors, the Company believes that during fiscal 2022, all officers and directors subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis, except that Mr. Gajial filed a late Form 4 on March 7, 2022 for a transaction consummated on February 28, 2022; Ms. Morris filed a late Form 4 on April 7, 2022 for a transaction consummated on February 28, 2022; each of Mmes. Allen, West, McCollam, Morris, Pryor, Saenz and Messrs. Fennebresque, Galbato, Gibson, Schumacher, Turner, Wille, Dhanda, Gajial, Larson, Sankaran and Theilmann filed late Form 4s on May 16, 2022 for transactions that were consummated on May 10, 2022; and Mr. Gajial filed a late Form 4 on September 13, 2022 for a transaction consummated on September 1, 2022.

  198. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 78 | 2023 Proxy Statement |

  199. Discussion of Information Presented in Pay Versus Performance Table

    | Questions and Answers About the Annual Meeting and Voting |

  200. Discussion of Information Presented in Pay Versus Performance Table

    | 1. | Why is the Annual Meeting being held online? |

  201. Discussion of Information Presented in Pay Versus Performance Table

    Conducting the meeting virtually will allow a larger number of our stockholders to participate in our Annual Meeting. This virtual meeting will provide the same rights and advantages that would be provided by a physical meeting. Stockholders will be able to present questions online during the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.

  202. Discussion of Information Presented in Pay Versus Performance Table

    | 2. | Who is entitled to vote at the Annual Meeting? |

  203. Discussion of Information Presented in Pay Versus Performance Table

    Only holders of our Common Stock as of the Record Date are entitled to vote at our Annual Meeting. The shares must be held directly in the name of the stockholder of record or be held for the stockholder as the beneficial owner through a bank, broker or other intermediary. As of the Record Date, there were approximately 575,630,760 shares of Common Stock outstanding and entitled to vote.

  204. Discussion of Information Presented in Pay Versus Performance Table

    | 3. | How do I attend the Company’s Annual Meeting? |

  205. Discussion of Information Presented in Pay Versus Performance Table

    To be admitted to the virtual-only Annual Meeting, stockholders as of the Record Date must use the following link: www.virtualshareholdermeeting.com/ACI2023 and enter the 16-digit control number found on the proxy card or the voting instruction form. By logging into the website, stockholders as of the Record Date will be able to vote shares electronically on all items to be considered at the Annual Meeting. Those without a 16-digit control number will be admitted to the virtual-only Annual Meeting as guests, but guests will not have the ability to vote or otherwise participate.

  206. Discussion of Information Presented in Pay Versus Performance Table

    | 4. | What different methods can I use to vote? |

  207. Discussion of Information Presented in Pay Versus Performance Table

    If you are a stockholder of record, you may vote:

  208. Discussion of Information Presented in Pay Versus Performance Table

    | ● | via the Internet – Visit www.proxyvote.com. Follow the instructions shown on your proxy card. Votes submitted via the internet must be received by 9:59 p.m. Mountain Daylight Time, on August 2, 2023; |

  209. Discussion of Information Presented in Pay Versus Performance Table

    | ● | by telephone — Follow the instructions shown on your proxy card. Votes submitted by telephone must be received by 9:59 p.m. Mountain Daylight Time, on August 2, 2023; |

  210. Discussion of Information Presented in Pay Versus Performance Table

    | ● | by mail — Complete, sign, date and return the proxy card in the postage paid envelope provided so that it is received before the Annual Meeting; or |

  211. Discussion of Information Presented in Pay Versus Performance Table

    | ● | by attending the virtual Annual Meeting — Follow the instructions on the Annual Meeting Website. You will need the control number printed on your proxy card. Submitting your proxy, whether via the Internet, by telephone, or by mail will not affect your right to vote at the virtual Annual Meeting should you decide to attend the Annual Meeting. If you are a beneficial holder, you may vote: |

  212. Discussion of Information Presented in Pay Versus Performance Table

    If you are a beneficial holder, you may vote:

  213. Discussion of Information Presented in Pay Versus Performance Table

    | ● | by instructing your bank or broker — You should receive a voting instruction form from your bank or broker which you must return with your voting instructions to have your shares voted. If you have not received a voting instruction form from your bank or broker, you may contact it directly to provide instructions on how you wish to vote. Voting instructions submitted by beneficial owners to brokers or banks via the Internet or by telephone must be received by 9:59 p.m. Mountain Daylight Time, on August 2, 2023; or |

  214. Discussion of Information Presented in Pay Versus Performance Table

    | ● | by attending the virtual Annual Meeting — If you wish to vote at the Annual Meeting, you will need to obtain a voting instruction form from your broker or bank that holds your shares of record. You will need the control number printed on your voting instruction form in order to vote at the Annual Meeting. |

  215. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 79 | 2023 Proxy Statement |

  216. Discussion of Information Presented in Pay Versus Performance Table

    | 5. | How can I submit questions for the Annual Meeting? |

  217. Discussion of Information Presented in Pay Versus Performance Table

    If you have questions pertaining to the business of the Annual Meeting, you may submit it in advance of the Annual Meeting by visiting www.proxyvote.com beginning June 21 and until 9:59 p.m. Mountain Daylight Time, on July 31, 2023. You should have a proxy card or voting instruction form in hand when you access the website and follow the instructions. You may also ask questions during the Annual Meeting. In order to allow us to answer questions from as many stockholders as possible during the Annual Meeting, each stockholder will be limited to one (1) question. Questions pertinent to the business of the Annual Meeting will be read aloud and answered during the Annual Meeting, subject to time constraints. Appropriate questions received that are not addressed at the Annual Meeting will be posted, along with our responses, in the Investor Relations section of our website as soon as practical after the conclusion of the Annual Meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or questions that are not directly related to the business of the Annual Meeting, you can contact us separately after the Annual Meeting through the Investor Relations section of our website.

  218. Discussion of Information Presented in Pay Versus Performance Table

    | 6. | What can I do if I need technical assistance during the Annual Meeting? |

  219. Discussion of Information Presented in Pay Versus Performance Table

    If you encounter any difficulties accessing or participating in the virtual Annual Meeting, please call the technical support number that will be posted on the Annual Meeting website log-in page.

  220. Discussion of Information Presented in Pay Versus Performance Table

    | 7. | Will the list of stockholders as of the Record Date be available during the Annual Meeting? |

  221. Discussion of Information Presented in Pay Versus Performance Table

    During the Annual Meeting, the list of our stockholders of record entitled to vote at the Annual Meeting will be available for viewing at www.virtualshareholdermeeting.com/ACI2023. Stockholders requesting access to the list will be asked to provide the 16-digit control number found on their proxy card or voting instruction form previously mailed or made available to stockholders entitled to vote at the Annual Meeting.

  222. Discussion of Information Presented in Pay Versus Performance Table

    | 8. | Why did I receive only a Notice of Internet Availability of Proxy Materials? |

  223. Discussion of Information Presented in Pay Versus Performance Table

    We are furnishing proxy materials to our stockholders primarily via the Internet instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. On or about June 21, 2023, we mailed a Notice of Internet Availability of Proxy Materials to certain of our stockholders. The Notice contains instructions about how to access our proxy materials and vote online or by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.

  224. Discussion of Information Presented in Pay Versus Performance Table

    | 9. | What is the purpose of holding the Annual Meeting? |

  225. Discussion of Information Presented in Pay Versus Performance Table

    We are holding the Annual Meeting to (1) elect 10 directors to hold office until the 2024 annual meeting of stockholders and until their respective successors have been duly elected and qualified, (2) ratify the selection of Deloitte and Touche as our independent registered public accounting firm for the 2023 fiscal year and (3) hold a non-binding, advisory vote on the compensation paid to our NEOs during fiscal 2022. If any other matters requiring a stockholder vote properly come before the Annual Meeting, those stockholders present at the Annual Meeting and the proxies who have been appointed by our stockholders will vote as they deem appropriate.

  226. Discussion of Information Presented in Pay Versus Performance Table

    | 10. | What is the Record Date and what does it mean? |

  227. Discussion of Information Presented in Pay Versus Performance Table

    The Record Date for the Annual Meeting is June 7, 2023. The Record Date is established by the Board as required by Delaware law. Owners of record of our Common Stock at the close of business on the Record Date are entitled to:

  228. Discussion of Information Presented in Pay Versus Performance Table

    | (a) receive notice of the Annual Meeting, and |

  229. Discussion of Information Presented in Pay Versus Performance Table

    | (b) vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. |

  230. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 80 | 2023 Proxy Statement |

  231. Discussion of Information Presented in Pay Versus Performance Table

    | 11. | What is the difference between a stockholder of record and a stockholder who holds stock in street name? |

  232. Discussion of Information Presented in Pay Versus Performance Table

    | (a) Stockholder of record: If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are a stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your proxy directly to us or to a third party, or to vote at the Annual Meeting. |

  233. Discussion of Information Presented in Pay Versus Performance Table

    | (b) Stockholder who holds stock in street name: If your shares are held by a broker or by a bank, you are considered to be a beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker or bank on how to vote and you are also invited to attend the Annual Meeting. Your broker or bank, as the record holder of your shares, may exercise discretionary authority to vote on “routine” items but may not vote on “non-routine” items without your instructions. |

  234. Discussion of Information Presented in Pay Versus Performance Table

    Your broker or bank has enclosed or provided voting instructions for you to use in directing the broker or bank on how to vote your shares. Since a beneficial owner in street name is not the stockholder of record, you may not vote these shares at the Annual Meeting unless you obtain a voting instruction form from the broker or bank that holds your shares, giving you the right to vote the shares at the Annual Meeting.

  235. Discussion of Information Presented in Pay Versus Performance Table

    | 12. | How many shares must be present to hold the Annual Meeting? |

  236. Discussion of Information Presented in Pay Versus Performance Table

    The representation, at the Annual Meeting or by proxy, of holders entitled to cast at least a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum at the Annual Meeting. This is called a “quorum.” Unless a quorum is present at the Annual Meeting, no action may be taken at the Annual Meeting except the adjournment thereof until a later time. Shares are counted as present at the Annual Meeting if you are present and vote at the Annual Meeting, if you vote via the Internet, by telephone, by mail or if you are represented by proxy. Abstentions, broker votes and “broker non-votes” are counted as present for the purpose of determining the presence of a quorum. If a quorum is not present by attendance at the Annual Meeting or represented by proxy, the stockholders present by attendance at the meeting or by proxy may adjourn the Annual Meeting, until a quorum is present. If a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

  237. Discussion of Information Presented in Pay Versus Performance Table

    | 13. | What is a proxy and how does the proxy process operate? |

  238. Discussion of Information Presented in Pay Versus Performance Table

    A proxy is your legal designation of another person to vote the stock you own. The person(s) that you designate to vote your shares are called proxies. Vivek Sankaran and Sharon McCollam of the Company have been designated as proxies for the Annual Meeting. The term “proxy” also refers to the written document or “proxy card” that you sign to authorize those persons to vote your shares. By executing the proxy card, you authorize the above-named individuals to act as your proxies to vote your shares in the manner that you specify. The proxy voting mechanism is vitally important to us. In order for us to obtain the necessary stockholder approval of items, a quorum of stockholders must be present or represented at the Annual Meeting. It is important that you attend the Annual Meeting or grant a proxy to vote your shares to assure a quorum is obtained so corporate business can be transacted. If a quorum is not obtained, we must postpone the Annual Meeting and solicit additional proxies, which is an expensive and time-consuming process.

  239. Discussion of Information Presented in Pay Versus Performance Table

    | 14. | What happens if I do not give specific voting instructions? |

  240. Discussion of Information Presented in Pay Versus Performance Table

    Stockholder of Record If you are a stockholder of record and you do not:

  241. Discussion of Information Presented in Pay Versus Performance Table

    | ● | indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or |

  242. Discussion of Information Presented in Pay Versus Performance Table

    | ● | sign and return a proxy card with specific voting instructions |

  243. Discussion of Information Presented in Pay Versus Performance Table

    then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

  244. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 81 | 2023 Proxy Statement |

  245. Discussion of Information Presented in Pay Versus Performance Table

    Beneficial Owner If you own shares through a broker or bank and do not provide voting instructions to the broker or bank holding your shares, your broker or bank may represent your shares at the Annual Meeting for purposes of obtaining a quorum. Your broker or bank may vote your shares in its discretion on some “routine matters”. However, with respect to “non-routine matters”, your broker or bank may not vote your shares for you. With respect to these “non-routine matters”, the aggregate number of unvoted shares is reported as “broker non-votes”.

  246. Discussion of Information Presented in Pay Versus Performance Table

    | 15. | Which proposals are called “routine” or “non-routine”? |

  247. Discussion of Information Presented in Pay Versus Performance Table

    Under the broker voting rules of the NYSE, the ratification of the appointment of Deloitte and Touche as the Company’s independent registered public accounting firm for the 2023 fiscal year (Proposal 2) is considered a “routine” matter, and the election of directors (Proposal 1) and the non-binding, annual advisory vote on executive compensation (Proposal 3) are considered “non-routine” matters.

  248. Discussion of Information Presented in Pay Versus Performance Table

    | 16. | What are broker non-votes? |

  249. Discussion of Information Presented in Pay Versus Performance Table

    If you are the beneficial owner of shares and hold stock in street name, then the broker or bank, as the stockholder of record of the shares, may exercise discretionary authority to vote your shares with respect to “routine” matters but will not be permitted to vote the shares with respect to “non-routine” matters. A broker non-vote occurs when you do not provide the broker with voting instructions on “non-routine” matters for shares owned by you but held in the name of the broker. For such matters, the broker cannot vote and reports the number of such shares as “broker non-votes.”

  250. Discussion of Information Presented in Pay Versus Performance Table

    | 17. | How are broker non-votes and abstentions treated? |

  251. Discussion of Information Presented in Pay Versus Performance Table

    Broker non-votes and abstentions are counted for purposes of determining a quorum. However, see below with regards to the effect of broker non-votes and abstentions on approval of specific proposals.

  252. Discussion of Information Presented in Pay Versus Performance Table

    | 18. | What is the voting requirement for each of the proposals? |

  253. Discussion of Information Presented in Pay Versus Performance Table

    Approval of Proposal 1: Since this is an uncontested election, each director shall be elected by the vote of a majority of the votes cast with respect to that director’s election by the shares present or represented by proxy and entitled to vote at the Annual Meeting. Approval of Proposal 2: The ratification of the appointment of Deloitte and Touche requires the affirmative vote of a majority of the votes cast by stockholders present at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote thereon. Since this item is considered a “routine” matter, broker non-votes do not arise as brokers and banks may exercise discretionary authority to vote your shares. Abstentions will have no effect on this item. Approval of Proposal 3: The advisory vote on executive compensation requires the affirmative vote of a majority of the votes cast by stockholders present at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote thereon.

  254. Discussion of Information Presented in Pay Versus Performance Table

    | 19. | How does the Board recommend I vote? |

  255. Discussion of Information Presented in Pay Versus Performance Table

    The Board recommends that you vote:

  256. Discussion of Information Presented in Pay Versus Performance Table

    | ● | FOR each of the nominees for director; |

  257. Discussion of Information Presented in Pay Versus Performance Table

    | ● | FOR the ratification of the appointment of Deloitte and Touche as our independent registered public accounting firm for the 2023 fiscal year; and |

  258. Discussion of Information Presented in Pay Versus Performance Table

    | ● | FOR the non-binding, advisory vote to approve our executive compensation. |

  259. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 82 | 2023 Proxy Statement |

  260. Discussion of Information Presented in Pay Versus Performance Table

    | 20. | Can I revoke or change my proxy? If so, how? |

  261. Discussion of Information Presented in Pay Versus Performance Table

    You may revoke your proxy and change your vote at any time before the proxy has been exercised at the Annual Meeting. If you are a stockholder of record, your proxy can be revoked in several ways:

  262. Discussion of Information Presented in Pay Versus Performance Table

    | ● | by timely delivery of a written revocation to the Company Secretary; |

  263. Discussion of Information Presented in Pay Versus Performance Table

    | ● | by submitting another valid proxy bearing a later date; or |

  264. Discussion of Information Presented in Pay Versus Performance Table

    | ● | by attending the Annual Meeting and voting your shares before the polls close at the Annual Meeting. |

  265. Discussion of Information Presented in Pay Versus Performance Table

    If your shares are held in street name, you must contact your broker or bank in order to revoke your proxy. Generally, you may change your vote by submitting new voting instructions to your broker or bank, or, by attending the Annual Meeting and voting before the polls close at the Annual Meeting if you have obtained a voting instruction form from your broker or bank giving you the right to vote your shares.

  266. Discussion of Information Presented in Pay Versus Performance Table

    | 21. | Who counts the votes? |

  267. Discussion of Information Presented in Pay Versus Performance Table

    The Company has retained a representative of Broadridge Financial Solutions to serve as an independent tabulator to receive and tabulate the proxies and as an independent inspector of election to certify the results.

  268. Discussion of Information Presented in Pay Versus Performance Table

    | 22. | Who pays for this proxy solicitation? |

  269. Discussion of Information Presented in Pay Versus Performance Table

    The Company pays for this proxy solicitation. We use Broadridge Financial Solutions, its agents, and brokers to distribute all proxy materials to our stockholders, and pay customary fees and expenses for such distribution. Proxies will be solicited on behalf of the Board by mail, telephone, other electronic means or in person. We have retained D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, to assist with the solicitation for a fee of $10,000 plus reasonable out-of-pocket expenses.

  270. Discussion of Information Presented in Pay Versus Performance Table

    | 23. | Are there other matters to be voted on at the Annual Meeting? |

  271. Discussion of Information Presented in Pay Versus Performance Table

    We do not know of any other matters that may come before the Annual Meeting other than Proposals 1, 2 and 3 included herein. If any other matters are properly presented at the Annual Meeting, the persons named as proxies in the enclosed proxy card intend to vote or otherwise act in accordance with their judgment on the matter.

  272. Discussion of Information Presented in Pay Versus Performance Table

    | 24. | Where can I find the voting results? |

  273. Discussion of Information Presented in Pay Versus Performance Table

    Preliminary voting results are expected to be announced at the Annual Meeting, and final voting results will be reported in a Current Report on Form 8-K, which we will file with the SEC within four business days following the Annual Meeting.

  274. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 83 | 2023 Proxy Statement |

  275. Discussion of Information Presented in Pay Versus Performance Table

    | Stockholder Proposals and Director Nominations for the 2024 Annual Meeting of Stockholders |

  276. Discussion of Information Presented in Pay Versus Performance Table

    Stockholders wishing to include a proposal for stockholder consideration in our 2024 proxy statement or bring business before our annual meeting of stockholders in 2024 must send notice to our Corporate Secretary at our principal executive offices at 250 Parkcenter Blvd., Boise, Idaho 83706 by registered, certified or express mail and provide the required information and follow the other procedural requirements described below.