DEF 14A of Albertsons Companies, Inc., Jun 21, 2024

DEF 14A of Albertsons Companies, Inc.

Filed Jun 21, 2024 · FY20230001140361-24-030899

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees The following table provides summary information about each director nominee. See Proposal 1 beginning on page 15 for more information on our Board and corporate governance.

  2. Our Director Nominees

    | | Name and Principal Occupation | Age | Director Since | Committee Membership | | | | | Relevant Skills &Experiences | | | | | | CC | AC | GC | TC | FC | | | | Sharon Allen+ Former U.S. Chairman of Deloitte LLP | 72 | 2015 | | | | | | Public Company Leadership; Corporate Governance; Financial Expert; Risk Management; Strategy | | | James Donald*+ Former CEO and President of ACI | 70 | 2019 | | | | | | Public Company Leadership; Financial Literacy; Risk Management; Food and Retail; Operations; Strategy; Real Estate | | | Kim Fennebresque+ Former Senior Advisor to Cowen Group Inc. | 74 | 2015 | | | | | | Public Company Leadership; Financial Expert; Risk Management; Operations; Strategy | | | Chan Galbato* CEO of Cerberus Operations and Advisory Company, LLC | 61 | 2021 | | | | | | Public Company Leadership; Financial Literacy; Risk Management; Operations; Strategy | | | Allen Gibson+ Chief Investment Officer of Centaurus Capital LP | 58 | 2018 | | | | | | Financial Literacy; Risk Management; Corporate Governance; Strategy; Cybersecurity and Technology | | | Lisa Gray Vice Chair and Senior Legal Officer of Cerberus Operations & Advisory Company, LLC | 68 | 2023 | | | | | | Strategy; Financial Literacy; Mergers and Acquisitions and Financial Transactions; Corporate Governance; Compliance; Communications; Human Resources | | | Sarah Mensah+ President of Jordan Brand at Nike Inc. | 59 | 2023 | | | | | | Public Company Leadership; Operations; Retail; Strategy; Risk Management; Marketing; Financial Literacy | | | Vivek Sankaran CEO of ACI | 61 | 2019 | | | | | | Public Company Leadership; Financial Literacy; Risk Management; Food and Retail; Operations; Strategy | | | Alan Schumacher+ Former Member of the Federal Accounting Standards Advisory Board | 77 | 2015 | | | | | | Public Company Leadership; Financial Expert; Corporate Governance; Strategy; Risk Management | | | Brian Kevin Turner+ Chairman of Zayo Group and former COO of Microsoft Corporation | 59 | 2020 | | | | | | Public Company Leadership; Financial Literacy; Risk Management; Food and Retail; Operations; Strategy; Cybersecurity (including Artificial Intelligence) and Technology | | | Mary Elizabeth West+ Former Senior Vice President and Chief Growth Officer, The Hershey Company | 61 | 2020 | | | | | | Public Company Leadership; Financial Literacy; Risk Management; Food and Retail; Corporate Governance; Operations; Marketing; Strategy; Mergers and Acquisitions |

  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 | 2024 Proxy Statement |

  5. Executive Compensation Advisory Vote

    | How We Pay for Performance | | We executed on our pay for performance philosophy in fiscal 2023 by: ● Providing competitive, market-driven base salaries to our NEOs with no increase from fiscal 2022 ● Allocating a high percentage of annual target compensation for our NEOs as variable ► For Mr. Sankaran, 90% of target compensation was variable of which 55% was performance-based ► For our other NEOs, 85% of target compensation was variable of which 50% was performance-based ● Increasing Mr. Sankaran’s target cash bonus to 200% of base salary from 175% of base salary, tying a greater portion of his compensation to variable incentives ● Setting quantifiable annual financial and operational targets to determine the cash bonus payout with a cap of 200% of target to promote performance and responsible risk practices ● Modifying the final annual cash bonus payout to our NEOs based on achievement against quantifiable key strategic goals in the Senior Leader Scorecard ● Tying earnings per share (“EPS”) goals and return on invested capital (“ROIC”) modifiers to our performance-based restricted stock units (“PBRSUs”) to drive Company performance |

  6. Annual Meeting Slate

    | | Sharon Allen Former U.S. Chairman of Deloitte LLP Age: 72 Director Since: 2015 | | | Committees: Governance Committee (Chair); Audit Committee | | | Nominee: Board | | | Independent: Yes |

  7. Annual Meeting Slate

    | ● | 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. |

  8. Annual Meeting Slate

    | ● | Ms. Allen is a Certified Public Accountant (Retired). |

  9. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  10. 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. |

  11. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  12. OTHER BOARD ENGAGEMENT

    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 and compliance, strategic planning, and risk management insight.

  13. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 16 | 2024 Proxy Statement |

  14. OTHER BOARD ENGAGEMENT

    | | James Donald Former CEO and President of ACI Age: 70 Director Since: 2019 Co-Chairman of the Board | | | Committees: Finance Committee (Co-Chair) | | | Nominee: Board | | | Independent: Yes |

  15. OTHER BOARD ENGAGEMENT

    | ● | 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 (“COO”) from March 2018 to September 2018. |

  16. OTHER BOARD ENGAGEMENT

    | ● | 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”). |

  17. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  18. OTHER BOARD ENGAGEMENT

    | ● | Mr. Donald began his grocery and retail career in 1971 with Publix Super Markets, Inc. |

  19. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  20. OTHER BOARD ENGAGEMENT

    | ● | Mr. Donald has served on the board of Nordstrom, Inc. (“Nordstrom”), a leading fashion retailer since April 2020. |

  21. OTHER BOARD ENGAGEMENT

    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.

  22. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 17 | 2024 Proxy Statement |

  23. OTHER BOARD ENGAGEMENT

    | | Kim Fennebresque Former Senior Advisor to Cowen Group Inc. Age: 74 Director Since: 2015 | | | Committees: Compensation Committee (Chair); Audit Committee | | | Nominee: Board | | | Independent: Yes |

  24. OTHER BOARD ENGAGEMENT

    | ● | Mr. Fennebresque served as a senior advisor to Cowen Group Inc., a diversified financial services firm, from 2008 to 2020, previously having served as its Chairman, President, and CEO from 1999 to 2008. |

  25. OTHER BOARD ENGAGEMENT

    | ● | Prior to the Cowen Group, he led the corporate finance and mergers and acquisitions departments at UBS, a global firm providing financial services, and served as general partner and co-head of investment banking at Lazard Frères & Co., a leading financial advisory and asset management firm. |

  26. OTHER BOARD ENGAGEMENT

    | ● | From 2010 to 2012, Mr. Fennebresque served as chairman of Dahlman Rose & Co., LLC, an investment bank. |

  27. OTHER BOARD ENGAGEMENT

    | ● | Mr. Fennebresque also held various positions at First Boston Corporation, an investment bank acquired by Credit Suisse. |

  28. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  29. 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. (“BlueLinx”), a distributor of building products, since May 2013, including as its chairperson since 2016. |

  30. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  31. OTHER BOARD ENGAGEMENT

    Mr. Fennebresque’s leadership experience in the financial services industry, and his role as a director of several public companies brings risk management expertise and a diverse viewpoint to the deliberations of our Board.

  32. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 18 | 2024 Proxy Statement |

  33. OTHER BOARD ENGAGEMENT

    | | Chan Galbato CEO of Cerberus Operations and Advisory Company, LLC Age: 61 Director Since: 2021 Co-Chairman of the Board | | | Committees: Finance Committee (Co-Chair) | | | Nominee: Cerberus | | | Independent: No |

  34. OTHER BOARD ENGAGEMENT

    | ● | Mr. Galbato is the CEO of Cerberus Operations and Advisory Company (“COAC”), the operations platform of Cerberus where he oversees the platform’s operating executives and functional experts to integrate operating expertise within Cerberus’ portfolio companies and investment strategies. |

  35. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  36. OTHER BOARD ENGAGEMENT

    | ● | Mr. Galbato served as President and CEO of Armstrong Floor Products and prior to that, was the CEO of Choice Parts. |

  37. OTHER BOARD ENGAGEMENT

    | ● | He spent 14 years with General Electric, serving in several operating and finance leadership positions within their various industrial divisions as well as President and CEO of Coregis, a GE Capital company. |

  38. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  39. 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. |

  40. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  41. OTHER BOARD ENGAGEMENT

    Mr. Galbato’s proven track record as a leader in multiple operational and strategic roles at various public and private companies qualify him to serve as the Co-Chair of the Board. In particular, he provides our Board valuable insights on the Company’s strategy and operations.

  42. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 19 | 2024 Proxy Statement |

  43. OTHER BOARD ENGAGEMENT

    | | Allen Gibson Chief Investment Officer of Centaurus Capital LP Age: 58 Director Since: 2018 | | | Committees: Governance Committee; Technology Committee (Co-Chair); Finance Committee | | | Nominee: Cerberus | | | Independent: Yes |

  44. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  45. OTHER BOARD ENGAGEMENT

    | ● | He has also served as the Investment Manager for the Laura and John Arnold Foundation since 2011. |

  46. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  47. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  48. OTHER BOARD ENGAGEMENT

    | ● | Mr. Gibson serves on private company boards. |

  49. OTHER BOARD ENGAGEMENT

    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.

  50. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 20 | 2024 Proxy Statement |

  51. OTHER BOARD ENGAGEMENT

    | | Lisa Gray Vice Chair and Senior Legal Officer of Cerberus Operations & Advisory Company, LLC Age: 68 Director Since: 2023 | | | Committees: Technology Committee; Finance Committee | | | Nominee: Cerberus | | | Independent: No |

  52. OTHER BOARD ENGAGEMENT

    | ● | Ms. Gray serves as the Vice Chair and Senior Legal Officer for Cerberus Operations & Advisory Company, LLC (“Cerberus”), a global leader in alternative investing with a dedicated platform focused on supply chain integrity. She is also a member of Cerberus Capital Management’s office of general counsel and served as Cerberus’ general counsel from 2004 to 2015. |

  53. OTHER BOARD ENGAGEMENT

    | ● | Prior to Cerberus, Ms. Gray was the COO and general counsel of WAM!NET Inc., a Cerberus portfolio company. |

  54. OTHER BOARD ENGAGEMENT

    | ● | Ms. Gray previously served on the Board of Albertsons LLC and various of its subsidiary companies prior to the Company’s initial public offering (“IPO”) in 2020. |

  55. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  56. OTHER BOARD ENGAGEMENT

    | ● | Ms. Gray serves on the board of directors of various Cerberus portfolio companies. |

  57. OTHER BOARD ENGAGEMENT

    Ms. Gray’s previous experience with the Company pre-IPO and deep experience in a broad range of transactions including complex mergers and acquisitions, financings and debt restructurings, and regulatory and legislative advocacy, human resources, corporate communications, and governance, allows her to provide key oversight on risk management, strategy and operations.

  58. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 21 | 2024 Proxy Statement |

  59. OTHER BOARD ENGAGEMENT

    | | Sarah Mensah President of Jordan Brand at Nike Inc. Age: 59 Director Since: 2023 | | | Committees: Governance Committee; Finance Committee | | | Nominee: Board | | | Independent: Yes |

  60. OTHER BOARD ENGAGEMENT

    | ● | Ms. Mensah is the President of Jordan Brand at Nike Inc., the largest seller of athletic footwear and apparel in the world, where she is responsible for the Jordan Brand’s business operations. She has served in key roles across Nike’s geographical and Jordan Brand businesses since she joined Nike in 2013. |

  61. OTHER BOARD ENGAGEMENT

    | ● | Prior to Nike, Ms. Mensah served as Senior Vice President and COO of the National Basketball Association’s Portland Trail Blazers, where she held leadership positions of increasing responsibility for nearly two decades. |

  62. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  63. OTHER BOARD ENGAGEMENT

    | ● | Ms. Mensah serves on private company boards. |

  64. OTHER BOARD ENGAGEMENT

    Ms. Mensah is an accomplished leader with operational, marketing and branding expertise. Her decades-long leadership experience in the retail industry is a significant value add to the Board’s operational and strategic management skills.

  65. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 22 | 2024 Proxy Statement |

  66. OTHER BOARD ENGAGEMENT

    | | Vivek Sankaran CEO of ACI Age: 61 Director Since: 2019 | | | Committees: None | | | Nominee: Board | | | Independent: No |

  67. OTHER BOARD ENGAGEMENT

    | ● | Mr. Sankaran has served as our CEO and Director since September 2021, and our CEO, President and Director since April 2019. |

  68. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  69. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  70. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  71. OTHER BOARD ENGAGEMENT

    | ● | Prior to joining PepsiCo in 2009, Mr. Sankaran was a partner at McKinsey and Company (“McKinsey”), where he served various Fortune 100 companies, bringing a strong focus on strategy and operations. |

  72. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  73. OTHER BOARD ENGAGEMENT

    | ● | Mr. Sankaran serves on a private board. |

  74. OTHER BOARD ENGAGEMENT

    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.

  75. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 23 | 2024 Proxy Statement |

  76. OTHER BOARD ENGAGEMENT

    | | Alan Schumacher Former Member of the Federal Accounting Standards Advisory Board Age: 77 Director Since: 2015 | | | Committees: Audit Committee (Chair); Governance Committee | | | Nominee: Board | | | Independent: Yes |

  77. OTHER BOARD ENGAGEMENT

    | ● | 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 from 1997 until his retirement in 2000, and Vice President, Controller and Chief Accounting Officer from 1985 until 1996. |

  78. OTHER BOARD ENGAGEMENT

    | ● | Mr. Schumacher served as a member of the Federal Accounting Standards Advisory Board from 2002 through June 2012. |

  79. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  80. OTHER BOARD ENGAGEMENT

    | ● | Mr. Schumacher serves on the boards of Warrior Met Coal, Inc. (“Warrior Met Coal”), a leading producer and exporter of metallurgical coal for the global steel industry and Evertec Inc. (“Evertec”), a leading electronic transactions and technology company in Latin America. |

  81. OTHER BOARD ENGAGEMENT

    | ● | Mr. Schumacher serves on the audit committees of Warrior Met Coal and Evertec. |

  82. OTHER BOARD ENGAGEMENT

    | ● | Mr. Schumacher served on the board of BlueLinx Holdings Inc., a distributor of building products, from May 2004 to May 2021 and School Bus Holdings Inc., an indirect parent of school-bus manufacturer Blue Bird Corporation from 2008 to June 2023. |

  83. OTHER BOARD ENGAGEMENT

    Mr. Schumacher’s deep understanding of accounting principles and his experience as a board member of several public companies, expands the breadth of our Board’s expertise in accounting and financial reporting oversight and risk management.

  84. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 24 | 2024 Proxy Statement |

  85. OTHER BOARD ENGAGEMENT

    | | Brian Kevin Turner Chairman of Zayo Group and former COO of Microsoft Corporation Age: 59 Director Since: 2020 | | | Committees: Compensation Committee; Technology Committee (Co-Chair) | | | Nominee: Cerberus | | | Independent: Yes |

  86. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  87. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  88. OTHER BOARD ENGAGEMENT

    | ● | He served as Vice Chairman and Senior Advisor to our Company’s CEO from August 2017 to February 2020. |

  89. OTHER BOARD ENGAGEMENT

    | ● | From August 2016 to January 2017, Mr. Turner served as CEO of Citadel Securities and Vice Chairman of Citadel LLC (“Citadel”), global financial institutions. |

  90. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  91. OTHER BOARD ENGAGEMENT

    | ● | Between 1985 and 2002, Mr. Turner held several positions of increasing responsibility with Walmart, including Executive Vice President and Global Chief Information Officer from 2001 to 2002. |

  92. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  93. OTHER BOARD ENGAGEMENT

    | ● | Mr. Turner was a member of the board of Nordstrom from 2010 to May 2020. |

  94. OTHER BOARD ENGAGEMENT

    Mr. Turner’s expertise in cybersecurity, including artificial intelligence, and technology is very valuable to the Board. Additionally, his strategic and operational leadership skills in supply chain, merchandising, branding and marketing provide our Board with valuable insight relevant to our business.

  95. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 25 | 2024 Proxy Statement |

  96. OTHER BOARD ENGAGEMENT

    | | Mary Elizabeth West Former Senior Vice President and Chief Growth Officer, The Hershey Company Age: 61 Director Since: 2020 | | | Committees: Compensation Committee; Governance Committee | | | Nominee: Board | | | Independent: Yes |

  97. OTHER BOARD ENGAGEMENT

    | ● | Ms. West serves as a Senior Advisor with McKinsey & Company. |

  98. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  99. OTHER BOARD ENGAGEMENT

    | ● | Prior to Hershey, Ms. West served as Executive Vice President and Chief Customer and Marketing Officer of J.C. Penney Company, Inc., an American department store chain, after having served on its board from November 2005 to May 2015. |

  100. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  101. OTHER BOARD ENGAGEMENT

    | ● | 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. |

  102. OTHER BOARD ENGAGEMENT

    OTHER BOARD ENGAGEMENT

  103. 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. |

  104. OTHER BOARD ENGAGEMENT

    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.

  105. OTHER BOARD ENGAGEMENT

    | Albertsons Companies | 26 | 2024 Proxy Statement |

  106. OTHER BOARD ENGAGEMENT

    | Corporate Governance |

  107. Board Meetings

    Board Meetings During fiscal 2023, our Board met four times and acted seven times via written consent. All directors except Ms. Mensah attended at least 75% of all Board and committee meetings. Ms. Mensah joined the Board in December 2023 and due to an unavoidable prior commitment set before she joined the Board she could not attend one committee meeting. Ms. Mensah attended all other Board and committee meetings. Pursuant to our Corporate Governance Guidelines, absent extraordinary circumstances, each director is expected to attend in person our annual meeting of stockholders. All directors attended our annual meeting in 2023.

  108. Board Meetings

    | Albertsons Companies | 30 | 2024 Proxy Statement |

  109. COMPENSATION COMMITTEE FUNCTIONS

    | ● | administering the Company's various incentive compensation plans (including equity-based compensation), establishing performance metrics, determining incentive payouts and the granting of equity awards to associates and executive officers; |

  110. FINANCE COMMITTEE FUNCTIONS

    | ● | overseeing the Company’s financial and investment policies, including those related to short- and long-term financing, issuance of the Company’s capital stock and share repurchases, policies and guidelines related to the Company’s capital structure and derivates or hedging transactions; |

  111. Director Compensation

    Director Compensation Our director compensation program is designed to attract and fairly compensate highly qualified, non-management directors. The Compensation Committee annually reviews and seeks advice from Frederic W. Cook & Co., Inc. (“FW Cook”), our independent compensation consultant, regarding the Company’s director compensation practices compared with those of other similarly situated companies. Based upon peer company data, for fiscal 2023, FW Cook recommended an annual cash retainer fee for the Board Chair position, to be split between Co-Chairs. As previously disclosed, Mr. Donald's employment agreement terminated in fiscal 2022. Consequently, beginning fiscal 2023, Mr. Donald became eligible for compensation under our non-management director compensation policy. The Compensation Committee recommended, and the Board approved the following cash compensation for services on our Board. Annual Cash Compensation The cash compensation of the non-management directors for fiscal 2023 was as follows:

  112. Director Compensation

    | Role | Annual Cash Retainer | | Non-Management Board Chair | $200,000 | | Non-Management Board Member | $125,000 |

  113. Director Compensation

    | Albertsons Companies | 36 | 2024 Proxy Statement |

  114. 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 |

  115. 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 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 for directors is the first business day of the fiscal year, and the vest date is the last day of the corresponding fiscal year. 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. Director Share Retention Guidelines The Board has also adopted Non-management Director Share Retention Guidelines 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. As of June 21, 2024, all our directors were in compliance with our policy. 2023 Director Compensation The following table sets forth summary information regarding the compensation of our non-management directors for fiscal 2023. Mr. Sankaran does not receive any compensation for his Board service - See “Compensation Discussion and Analysis” for his compensation.

  116. Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Sharon Allen | $190,000 | $144,999 | $334,999 | | James Donald | $265,000 | $144,999 | $409,999 | | Kim Fennebresque | $190,000 | $144,999 | $334,999 | | Chan Galbato | $265,000 | $144,999 | $409,999 | | Allen Gibson | $205,000 | $144,999 | $349,999 | | Lisa Gray | $41,428 | $36,259 | $77,687 | | Sarah Mensah | $33,616 | $29,559 | $63,175 | | Alan Schumacher | $195,000 | $144,999 | $339,999 | | Brian Kevin Turner | $185,000 | $144,999 | $329,999 | | Mary Elizabeth West | $165,000 | $144,999 | $309,999 | | Former Directors Scott Wille(3) | $115,402 | $144,999 | $260,401 |

  117. Director Compensation

    | (1) Fees reported for Mmes. Gray and Mensah are pro rata based on their date of election to the Board. |

  118. Director Compensation

    | (2) Reflects the grant date fair value calculated in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (ASC 718). See Notes 1 and 9 – Equity-Based Compensation in our 2023 Form 10-K for a discussion 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. The amounts reported for Mmes. Gray and Mensah are pro rata based on their date of election to the Board. See “Security Ownership of Certain Beneficial Owners and Management” for total ownership of each of the directors as of the Record Date. |

  119. Director Compensation

    | (3) Mr. Wille resigned in November 2023. His 2023 TBRSU award was forfeited upon his resignation from the Board. |

  120. Director Compensation

    | Albertsons Companies | 37 | 2024 Proxy Statement |

  121. Related Party Transactions

    | 49 | Design of Our Executive Compensation Program | | 50 | Base Salary | | 50 | Cash Bonus | | 53 | Long-Term Incentive Award Programs | | 56 | Deferred Compensation Plan | | 56 | 401(k) Plan | | 57 | Other Benefits | | 57 | Perquisites | | 57 | Stock Ownership Guidelines and Restrictions on Trading | | 57 | Clawback Policies | | 58 | The Process of Setting Executive Compensation | | 59 | Compensation Risk Assessment |

  122. Executive Compensation Best Practices

    | What We Do | What We Don’t Do | | Provide competitive, market-driven base salary Balance mix of pay components with an appropriate mix of short- and long-term performance measures Utilize quantitative targets based on Company financial and operating performance and strategic goals Cap the amount of annual cash bonus Maintain robust stock ownership guidelines Include fault and no-fault based recoupment or “clawback” policies in our compensation program Provide double-triggers for change in control provisions in employment agreements Restrict short sales and other speculative trading on our Common Stock Retain independent compensation consultant that performs no other services for the Company | Provide automatic salary increases Provide high levels of fixed compensation Use metrics unrelated to our operational goals Reward imprudent risk-taking Guarantee bonuses Provide executive-only retirement programs Pay above market returns on any deferred compensation plan Pay excessive perquisites Provide tax gross ups |

  123. Overview of Fiscal 2023 Executive Compensation

    | Element | Overview of Element | Objective of Element | Performance Metric and Payout | | Base Salary | Fixed amount of cash compensation | Set market-driven, 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 modified by achievements against the targets for strategic objectives in the Senior Leader Scorecard | Drive overall Company performance on an annual basis and 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 our 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; 1/3rd vest annually |

  124. Design of Our Executive Compensation Program

    | ● | Cash bonus |

  125. Design of Our Executive Compensation Program

    | ● | Long-term equity incentive awards |

  126. Base Salary

    | ● | peer group compensation data; |

  127. Cash Bonus

    Cash Bonus

  128. Performance-Based Bonus Plans

    Performance-Based Bonus Plans Our NEOs participated in our corporate management bonus plan (“Corporate Incentive Plan”) for fiscal 2023. The Corporate Incentive Plan is for bonus-eligible associates and is intended to compensate participants for their contribution in achieving short-term financial and operational goals of the Company.

  129. What were the components of the cash bonus program for fiscal 2023?

    What were the components of the cash bonus program for fiscal 2023? 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 and annual bonus were as follows:

  130. What were the components of the cash bonus program for fiscal 2023?

    | Quarterly Bonus | Annual Bonus | | 60% Adjusted EBITDA | 50% Adjusted EBITDA | | 40% ID Sales | 40% ID Sales | | | 10% Senior Leader Scorecard |

  131. What were the components of the cash bonus program for fiscal 2023?

    | Albertsons Companies | 50 | 2024 Proxy Statement |

  132. What is the Senior Leader Scorecard and how does it work?

    What is the Senior Leader Scorecard and how does it work? The objective of the Senior Leader Scorecard is to measure the performance of senior leaders as a team against measurable, preset goals tied to key strategic objectives for the fiscal year. The strategic objectives for fiscal 2023 and the associated measurements and payouts were as follows:

  133. What is the Senior Leader Scorecard and how does it work?

    | Strategic Objectives | Target Bonus Weight | Measure Weight | Payout | | Increase digital customer engagement | 2.5% | 25% | 0 – 200% | | Achieve community stewardship, climate action and DE&I goals | 2.5% | 25% | 0 – 200% | | Grow e-commerce sales | 2.5% | 25% | 0 – 200% | | Grow Own Brands MULO Dollar Market Share | 2.5% | 25% | 0 – 200% |

  134. How are cash bonus targets set for the fiscal year?

    How are cash bonus targets set for the fiscal year? Our cash bonus metrics are Adjusted EBITDA and ID Sales as they are regarded as key performance indicators in our industry, are closely followed by our investors, and are highly correlated to the creation of 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 by the Board. The Compensation Committee also approves the goals for the strategic objectives in the Senior Leader Scorecard. While the goals are designed to be challenging and difficult to achieve, they are set within a realizable range so that while achievement is uncertain it does not encourage excessive risk taking. In line with that compensation philosophy, the Compensation Committee set the target performances and payouts for fiscal 2023 as presented below.

  135. How are cash bonus targets set for the fiscal year?

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

  136. How are cash bonus targets set for the fiscal year?

    ID Sales performance metric will not pay above 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.

  137. How is a participant’s cash bonus determined under the Corporate Incentive Plan?

    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 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. The target bonus for each NEO for fiscal 2023 was as follows:

  138. How is a participant’s cash bonus determined under the Corporate Incentive Plan?

    | Name | Base Salary for Fiscal 2023 | Target Bonus (% of Base Salary) | Target Bonus ($) | | Vivek Sankaran | $1,500,000 | 200% | $3,000,000 | | Sharon McCollam | $1,000,000 | 125% | $1,250,000 | | Susan Morris | $1,000,000 | 100% | $1,000,000 | | Thomas Moriarty | $657,692 | 100% | $657,692(1) | | Anuj Dhanda | $750,000 | 100% | $750,000 |

  139. How is a participant’s cash bonus determined under the Corporate Incentive Plan?

    | (1) Based on actual base salary received. Mr. Moriarty joined the Company in July 2023. |

  140. How is a participant’s cash bonus determined under the Corporate Incentive Plan?

    | Albertsons Companies | 51 | 2024 Proxy Statement |

  141. Quarterly Bonus

    Quarterly Bonus Quarterly Target Amount. Each NEO’s quarterly bonus (“Quarterly Target Amount”) is determined by multiplying the target for the quarterly bonus by approximately 25% (the number of weeks in the applicable quarter divided by the number of weeks in the year). Quarterly Performance Modifier. Prior to the beginning of the fiscal year, our Board reviews and approves the fiscal plan for the financial year. The approved fiscal plan is based on forecasted financials including quarterly ID Sales and Adjusted EBITDA. After 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. 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):

  142. Quarterly Bonus

    | Metric | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | | Target Adjusted EBITDA | $1,291 | $997 | $1,076 | $1,008 | | Actual Adjusted EBITDA* | $1,319 | $977 | $1,107 | $916 | | Adjusted EBITDA* Payout | 121.7% | 85% | 128.8% | 31.5% | | Target ID Sales % | 3.5% | 3.1% | 2.9% | 2.2% | | Actual ID Sales % | 4.9% | 2.9% | 2.9% | 1.0% | | ID Sales Payout | 193.3% | 90% | 106.7% | 40% | | Total Payout (% of target) | 150.3% | 87% | 119.9% | 34.9% |

  143. Quarterly Bonus

    | * For a reconciliation of non-GAAP measures, please see pages 43-45 of our 2023 Form 10-K. |

  144. Quarterly Bonus

    | Albertsons Companies | 52 | 2024 Proxy Statement |

  145. Quarterly Bonus

    The quarterly bonus earned by the NEOs were as follows:

  146. Quarterly Bonus

    | | Actual Quarterly Cash Bonus Earned(1) | | | | Aggregate Quarterly Bonus | | Name | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | | | Vivek Sankaran | $693,905 | $301,050 | $415,225 | $120,912 | $1,531,092 | | Sharon McCollam | $289,127 | $125,438 | $173,011 | $50,380 | $637,955 | | Susan Morris | $231,302 | $100,350 | $138,408 | $40,304 | $510,364 | | Thomas Moriarty | $26,021 | $90,315 | $124,568 | $36,273 | $277,178 | | Anuj Dhanda | $173,476 | $75,263 | $103,806 | $30,228 | $382,773 |

  147. Quarterly Bonus

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

  148. Annual Bonus

    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 2023 for purposes of the annual cash bonus were as follows (in millions, except percentages):

  149. Annual Bonus

    | Metric | Fiscal 2023 | | Target Adjusted EBITDA | $4,372 | | Actual Adjusted EBITDA* | $4,318 | | Payout | 90.7% | | Target ID Sales % | 3.0% | | Actual ID Sales % | 3.0% | | Payout | 100.0% | | Total Payout – non-SLT | 94.4% | | Senior Leader Scorecard Payout | 80.0% | | Total Payout – SLT (includes NEOs) | 93.4% |

  150. Annual Bonus

    | * For a reconciliation of non-GAAP measures, please see pages 43-45 of our 2023 Form 10-K. |

  151. Annual Bonus

    The cash bonus for the annual portion and the aggregate cash bonus (inclusive of quarterly bonus) earned by each NEO for fiscal 2023 were as follows:

  152. Annual Bonus

    | Name | Aggregate Quarterly Bonus | Annual Portion of Total Cash Bonus | Total Quarterly + Annual Cash Bonus for Fiscal 2023 | | Vivek Sankaran | $1,531,092 | $1,400,550 | $2,931,642 | | Sharon McCollam | $637,955 | $583,563 | $1,221,517 | | Susan Morris | $510,364 | $466,850 | $977,214 | | Thomas Moriarty | $277,178 | $307,044 | $584,221 | | Anuj Dhanda | $382,773 | $350,138 | $732,901 |

  153. When is a participant’s cash bonus paid?

    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. The annual bonus for fiscal 2023 and the quarterly bonus for the fourth quarter of fiscal 2023 were paid in April 2024.

  154. Long-Term Incentive Award Programs

    Long-Term Incentive Award Programs The Compensation Committee annually awards performance-based and time-based equity awards 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.

  155. Long-Term Incentive Award Programs

    | Albertsons Companies | 53 | 2024 Proxy Statement |

  156. When are annual long-term incentive awards granted?

    When are annual long-term incentive awards granted? In fiscal 2023, the annual awards were granted to all equity-eligible associates, including the NEOs, on March 20, 2023, after completion of certain required merger-related approvals. Beginning fiscal 2024, the Compensation Committee has set the grant date of the annual awards for all equity eligible associates to be two days after the release of the Company’s earnings for the fourth quarter and full year of the prior fiscal year. Accordingly, the long-term incentive awards for fiscal 2024 were granted on April 24, 2024, after release of the Company’s full year financials for fiscal 2023.

  157. 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”). Performance-Based Restricted Stock Units 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 Adjusted EPS goals and accrual percentages for all three tranches of the fiscal 2023 grants were as follows:

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

    | 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% |

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

    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%.

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

    | Albertsons Companies | 54 | 2024 Proxy Statement |

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

    Similar to the targets for the annual cash bonus, the Compensation Committee increased the performance targets for the fiscal 2023 tranche for the performance-based awards. The ROIC goals and ROIC Modifier for fiscal 2022 and fiscal 2023 were as follows:

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

    | Attainment of ROIC Goal (ROIC/ROIC Goal) for FY2022 | Attainment of ROIC Goal (ROIC/ROIC Goal) for FY2023 | ROIC Modifier for FY2022 and FY2023 | | Less than or equal to 85% | Less than or equal to 89% | 75% | | Greater than 85% but less than 105% | Greater than 89% but less than 107% | 100% | | Greater than or equal to 105% | Greater than or equal to 107% | 125% |

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

    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 date. The target goals and actual performance for the first tranche of the fiscal 2023 performance-based awards are presented below. The following table shows the total number of PBRSUs awarded (at target) to each of the NEOs in fiscal 2023, the number of PBRSUs that were subject to being earned for fiscal 2023 performance (at target) and the number of PBRSUs that were earned upon certification of fiscal 2023 performance.

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

    | Name | Performance- Based RSUs Awarded in Fiscal 2023 (@ Target) | Performance- Based RSUs Subject to Being Earned For Fiscal 2023 (@ Target) | Performance- Based RSUs Earned For Fiscal 2023 (112% of Target) | | Vivek Sankaran | 273,438 | 91,146 | 102,083 | | Sharon McCollam | 114,583 | 38,194 | 42,778 | | Susan Morris | 114,583 | 38,194 | 42,778 | | Thomas Moriarty | 79,872 | 26,624 | 26,736 | | Anuj Dhanda | 71,615 | 23,872 | 29,819 |

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

    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.

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

    | Albertsons Companies | 55 | 2024 Proxy Statement |

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

    Vested Performance-Based Restricted Stock Units Under Prior Grants The following tables provide the number of PBRSUs that were earned by the NEOs pursuant to the third tranche of the fiscal 2021 grant and the second tranche of the fiscal 2022 grant (together “Prior Grants”) upon certification by the Compensation Committee in April 2024 of fiscal 2023 performance. The payout for the fiscal 2021 grant was earned at 110.4% and the payout for the fiscal 2022 grant was earned at 112.0% of target.

  168. Fiscal 2021 Grant

    | Name | Fiscal 2021 Performance- Based RSUs @Target | % Achieved | Performance- Based RSUs Earned for Fiscal 2023 Performance | | Vivek Sankaran(1) | N/A | N/A | N/A | | Sharon McCollam | 40,625 | 110.4% | 44,850 | | Susan Morris | 31,311 | 110.4% | 34,567 | | Thomas Moriarty | N/A | N/A | N/A | | Anuj Dhanda | 15,655 | 110.4% | 17,283 |

  169. 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 2021. However, beginning fiscal 2022, Mr. Sankaran has received annual equity grants. |

  170. Fiscal 2022 Grant

    | Name | Fiscal 2022 Performance- Based RSUs @Target | % Achieved | Performance- Based RSUs Earned for Fiscal 2023 Performance | | Vivek Sankaran | 54,317 | 112.0% | 60,835 | | Sharon McCollam | 22,870 | 112.0% | 25,614 | | Susan Morris | 22,870 | 112.0% | 25,614 | | Thomas Moriarty | N/A | N/A | N/A | | Anuj Dhanda | 14,294 | 112.0% | 16,009 |

  171. 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.

  172. 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 2023, 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.

  173. 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 an annual review of the compensation programs of peers selected based on size-appropriate comparators operating in retail industries (the “peer group”) that are also traded publicly.

  174. Use of Peer Data in Setting Our Executive Compensation

    For fiscal 2023, two companies were added to the peer group – BJ’s Wholesale and Walmart. The Compensation Committee approved these updates given that both companies are commonly listed as industry competitors and increasing the group from 13 to 15 companies provides a more robust and statistically reliable peer group. The Compensation Committee considered the addition of the largest company (Walmart) as counterweighted by the addition of the smallest company (BJ’s), thereby maintaining balance among the peer group and providing a valid comparison for the Company’s executive compensation program. The compensation peer group that the Compensation Committee used to make its compensation decisions in fiscal 2023 was the following:

  175. Compensation Risk Assessment

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

  176. Compensation Risk Assessment

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

  177. Compensation Risk Assessment

    | ● | capped payout levels for incentive compensation; |

  178. Compensation Committee

    | Summary Compensation Table |

  179. 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 | 2023 | 1,500,000 | — | 10,500,020 | 2,931,642 | 193,621 | 15,125,283 | | | 2022 | 1,500,000 | — | 9,499,985 | 4,904,692 | 198,453 | 16,103,130 | | | 2021 | 1,500,000 | 2,500,000 | — | 4,500,000 | 139,520 | 8,639,520 | | Sharon McCollam President and Chief Financial Officer | 2023 | 1,000,000 | — | 4,399,987 | 1,221,517 | 3,716 | 6,625,220 | | | 2022 | 1,000,000 | — | 4,000,021 | 2,335,569 | 5,378 | 7,340,968 | | | 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 | 2023 | 1,000,000 | — | 4,399,987 | 977,214 | 92,059 | 6,469,260 | | | 2022 | 1,000,000 | 172,637 | 4,000,021 | 1,868,454 | 105,756 | 7,146,868 | | | 2021 | 1,000,000 | 91,597 | 3,500,018 | 2,000,000 | 146,498 | 6,738,113 | | Thomas Moriarty Executive Vice President, General Counsel and Chief Policy Officer | 2023 | 657,692 | — | 3,499,991 | 584,221 | — | 4,741,904 | | Anuj Dhanda Executive Vice President and Chief Technology and Transformation Officer | 2023 | 750,000 | — | 2,750,016 | 732,910 | 77,980 | 4,310,906 | | | 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 |

  180. Compensation Committee

    | (c) Company contributions to the NEO’s Deferred Compensation Plan account. See “Nonqualified Deferred Compensation” table. |

  181. 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 2023.

  182. Grants of Plan Based Awards

    | Name | Approval Date(1) | Grant Date(2) | 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) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Vivek Sankaran | | | 750,000 | 3,000,000 | 6,000,000 | | | | | | | | 2/25/2023 | 3/20/2023 | | | | 205,079 | 273,438 | 546,876 | | 5,250,010 | | | 2/25/2023 | 3/20/2023 | | | | | | | 273,438 | 5,250,010 | | Sharon McCollam | | | 312,500 | 1,250,000 | 2,500,000 | | | | | | | | 2/25/2023 | 3/20/2023 | | | | 85,937 | 114,583 | 229,166 | | 2,199,994 | | | 2/25/2023 | 3/20/2023 | | | | | | | 114,583 | 2,199,994 | | Susan Morris | | | 250,000 | 1,000,000 | 2,000,000 | | | | | — | | | 2/25/2023 | 3/20/2023 | | | | 85,937 | 114,583 | 229,166 | | 2,199,994 | | | 2/25/2023 | 3/20/2023 | | | | | | | 114,583 | 2,199,994 | | Thomas Moriarty | | | 164,423 | 657,692 | 1,315,384 | | | | | | | | 5/10/2023 | 7/3/2023 | | | | 59,904 | 79,872 | 159,744 | | 1,749,996 | | | 5/10/2023 | 7/3/2023 | | | | | | | 79,872 | 1,749,996 | | Anuj Dhanda | | | 187,500 | 750,000 | 1,500,000 | | | | | | | | 2/25/2023 | 3/20/2023 | | | | 53,711 | 71,615 | 143,230 | | 1,375,008 | | | 2/25/2023 | 3/20/2023 | | | | | | | 71,615 | 1,375,008 |

  183. Grants of Plan Based Awards

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

  184. Grants of Plan Based Awards

    | (2) The grant date of the respective long-term incentive awards. |

  185. 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 2023 under our Corporate Incentive Plan. See “Compensation Discussion and Analysis—Cash Bonus” for a description of the bonus process and the target bonus of each NEO for fiscal 2023. The amounts actually paid are reported in the Summary Compensation Table. |

  186. Grants of Plan Based Awards

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

  187. Grants of Plan Based Awards

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

  188. 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 March 20, 2023 of $19.20 per share and July 3, 2023 of $21.91 per share. |

  189. Grants of Plan Based Awards

    See Notes 1 and 9—Equity Based Compensation in our audited consolidated financial statements included in our 2023 Form 10-K for a discussion of the assumptions used in the valuation of such awards pursuant to FASB ASC Topic 718.

  190. Grants of Plan Based Awards

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  191. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  192. 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 | 479,972(4) | 10,290,600 | 489,671(5) | 10,498,456 | | Sharon McCollam | 350,512(6) | 7,514,977 | 200,949(7) | 4,308,347 | | Susan Morris | 299,609(8) | 6,423,617 | 191,635(9) | 4,108,654 | | Thomas Moriarty | 54,147(10) | 1,160,912 | 79,872(11) | 1,712,456 | | Anuj Dhanda | 352,909(12) | 7,566,369 | 115,858(13) | 2,483,996 |

  193. Outstanding Equity Awards at Fiscal Year End

    | (1) Includes (i) TBRSUs, (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. |

  194. Outstanding Equity Awards at Fiscal Year End

    | (2) Based on closing price of $21.44 per share of Common Stock as of February 23, 2024. |

  195. Outstanding Equity Awards at Fiscal Year End

    | (3) Reflects PBRSUs pursuant to Prior Grants and fiscal 2023 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 2023 performance upon certification by the Compensation Committee. |

  196. Outstanding Equity Awards at Fiscal Year End

    | (4) Reflects 107,599 shares of restricted stock that vested on April 25, 2024, 168,031 TBRSUs that will vest on February 22, 2025, and 93,227 TBRSUs that will vest on February 28, 2026, provided Mr. Sankaran is employed on the applicable vesting dates. Also reflects 111,115 PBRSUs earned pursuant to the fiscal 2022 award. |

  197. Outstanding Equity Awards at Fiscal Year End

    | (5) Reflects 107,599 shares of performance-based restricted stock based on fiscal 2023 performance, 145,463 shares of PBRSUs based on fiscal 2023 performance, 145,463 shares of PBRSUs subject to fiscal 2024 performance, and 91,146 shares of PBRSUs subject to fiscal 2025 performance. |

  198. Outstanding Equity Awards at Fiscal Year End

    | (6) Reflects 70,564 TBRSUs that will vest on February 22, 2025, and 39,064 TBRSUs that will vest on February 28, 2026 provided Ms. McCollam is employed on the applicable vesting date. Also, reflects 112,213 PBRSUs earned pursuant to the fiscal 2021 award and 128,671 PBRSUs earned pursuant to the fiscal 2022 award. |

  199. Outstanding Equity Awards at Fiscal Year End

    | (7) Reflects 101,690 PBRSUs subject to fiscal 2023 performance, 61,065 PBRSUs subject to fiscal 2024 performance and 38,194 PBRSUs subject to fiscal 2025 performance. |

  200. Outstanding Equity Awards at Fiscal Year End

    | (8) Reflects 70,565 TBRSUs that will vest on February 22, 2025 and 39,064 TBRSUs that will vest on February 28, 2026 provided Ms. Morris is employed on the applicable vesting dates. Also, reflects 84,048 PBRSUs earned pursuant to the fiscal 2021 award and reflects 105,932 PBRSUs earned pursuant to the fiscal 2022 award. |

  201. Outstanding Equity Awards at Fiscal Year End

    | (9) Reflects 92,376 PBRSUs that may be earned based on fiscal 2023 performance, 61,065 PBRSUs that may be earned based on fiscal 2024 performance, and 38,194 PBRSUs that may be earned based on fiscal 2025 performance. |

  202. Outstanding Equity Awards at Fiscal Year End

    | (10) Reflects 27,073 TBRSUs that will vest on February 22, 2025 and 27,074 TBRSUs that will vest on February 28, 2026 provided Mr. Moriarty is employed on the applicable vesting dates. |

  203. Outstanding Equity Awards at Fiscal Year End

    | (11) Reflects 26,624 PBRSUs that were subject to being earned based on fiscal 2023 performance, 26,624 PBRSUs that may be earned based on fiscal 2024 performance, and 26,624 PBRSUs that may be earned based on fiscal 2025 performance. |

  204. Outstanding Equity Awards at Fiscal Year End

    | (12) Reflects 180,344 TBRSUs that will vest on August 5, 2024, 44,102 TBRSUs that will vest on February 22, 2025, and 24,418 TBRSUs that will vest on February 28, 2026 provided Mr. Dhanda is employed on the applicable vesting dates. Also, reflects 43,246 PBRSUs earned pursuant to the fiscal 2021 award and 60,799 PBRSUs earned pursuant to the fiscal 2022 award. |

  205. Outstanding Equity Awards at Fiscal Year End

    | (13) Reflects 53,820 PBRSUs that may be earned based on fiscal 2023 performance, 38,166 PBRSUs that may be earned based on fiscal 2024 performance, and 23,872 PBRSUs that may be earned based on fiscal 2025 performance. |

  206. Outstanding Equity Awards at Fiscal Year End

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  207. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  208. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Vivek Sankaran | 672,191 | 9,451,558 | | Sharon McCollam | 213,430 | 4,472,413 | | Susan Morris | 526,762 | 10,813,481 | | Thomas Moriarty | 27,073 | 580,445 | | Anuj Dhanda | 249,169 | 5,122,397 |

  209. 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 2024 based on fiscal 2023 performance. Includes DERs issued for regular quarterly dividends as well as for the $6.85 per share Special Dividend paid on January 20, 2023 (the “Special Dividend”). Excludes the Special Dividend paid in cash to Mr. Dhanda and Ms. Morris related to equity awards without DERs that vested during fiscal 2023. |

  210. 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. |

  211. 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 2023. 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.

  212. 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 | — | 73,077 | 273,150 | — | 1,946,871 | | Thomas Moriarty | — | — | — | — | — | | Anuj Dhanda | 1,383,014 | 67,580 | 166,966 | — | 4,630,751 |

  213. 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. Ms. Morris did not contribute any (base salary or cash bonus) in fiscal 2023 but received the reported amount in fiscal 2023 for fiscal 2021 cash bonus paid in 2022. The reported amount of $1,383,014 for Mr. Dhanda includes deferrals for base salary for 2022 and cash bonus for 3 quarters for fiscal 2023 and 1 quarter and annual for fiscal 2022. |

  214. 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. |

  215. Nonqualified Deferred Compensation

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  216. Nonqualified Deferred Compensation

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

  217. Nonqualified Deferred Compensation

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

  218. 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 24, 2024 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 26, 2024 of $21.57 per share. The treatment of equity awards for NEOs is set forth below:

  219. 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 |

  220. 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”).

  221. Potential Payments Upon Termination of Employment

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  222. Potential Payments Upon Termination of Employment

    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 Messrs. Dhanda and Moriarty or Ms. Morris’s 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) 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.

  223. Potential Payments Upon Termination of Employment

    | Name | Potential Payments Upon Termination By Company Without Cause or By Executive For Good Reason | | | | | | | Base + Paid Bonus | Unpaid Bonus(1) | Health Coverage | Equity | Total | | Vivek Sankaran | $9,000,000 | $1,521,462 | $32,371 | $4,641,821 | $15,195,653 | | Sharon McCollam | $4,500,000 | $633,942 | $32,663 | $8,911,387 | $14,077,992 | | Susan Morris | $4,000,000 | $507,154 | $25,034 | $— | $4,532,188 | | Thomas Moriarty | $3,600,000 | $343,317 | $24,817 | $— | $3,968,134 | | Anuj Dhanda | $3,000,000 | $380,365 | $13,716 | $— | $3,394,081 |

  224. Potential Payments Upon Termination of Employment

    | (1) Includes quarterly cash bonus for Q4 fiscal 2023 and annual cash bonus for fiscal 2023. |

  225. 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.

  226. Potential Payments Upon Termination of Employment

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  227. 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 Messrs. Dhanda and Moriarty 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.

  228. Potential Payments Upon Termination of Employment

    | Name | Potential Payments Upon Termination Due to Death or Disability | | | | | | | Base Salary | Unpaid Bonus(1) | Health Coverage | Equity | Total | | Vivek Sankaran | $375,000 | $1,521,462 | $32,371 | $20,533,680 | $22,462,513 | | Sharon McCollam | $250,000 | $633,942 | $32,663 | $11,895,014 | $12,811,619 | | Susan Morris | $— | $507,154 | $— | $10,596,133 | $11,103,287 | | Thomas Moriarty | $— | $343,317 | $— | $2,890,790 | $3,234,107 | | Anuj Dhanda | $— | $380,365 | $— | $10,111,304 | $10,491,669 |

  229. Potential Payments Upon Termination of Employment

    | (1) Includes quarterly cash bonus for Q4 fiscal 2023 and annual cash bonus for fiscal 2023. |

  230. 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 24, 2024. 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. Mr. Sankaran's Time Based Restricted Stock fully vested on its terms at the end of fiscal 2023.

  231. 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 + Paid Bonus | Unpaid Bonus | Health Coverage | Equity | Total | | Vivek Sankaran | $9,000,000 | $1,521,462 | $32,371 | $20,915,200 | $31,469,032 | | Sharon McCollam | $4,500,000 | $633,942 | $32,663 | $11,895,014 | $17,061,619 | | Susan Morris | $4,000,000 | $507,154 | $25,034 | $10,596,133 | $15,128,321 | | Thomas Moriarty | $3,600,000 | $343,317 | $24,817 | $2,890,790 | $6,858,924 | | Anuj Dhanda | $3,000,000 | $380,365 | $13,716 | $10,111,304 | $13,505,385 |

  232. Potential Payments Upon Termination of Employment

    | Name | Potential Payments Upon Termination Due to Death or Disability after a Change in Control | | | | | | | Base Salary | Unpaid Bonus | Health Coverage | Equity | Total | | Vivek Sankaran | $375,000 | $1,521,462 | $32,371 | $20,915,200 | $22,844,032 | | Sharon McCollam | $250,000 | $633,942 | $32,663 | $11,895,014 | $12,811,619 | | Susan Morris | $— | $507,154 | $— | $10,596,133 | $11,103,287 | | Thomas Moriarty | $— | $343,317 | $— | $2,890,790 | $3,234,107 | | Anuj Dhanda | $— | $380,365 | $— | $10,111,304 | $10,491,670 |

  233. 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 2023. 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, 2023, 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 2023. The annual total compensation of our CEO for fiscal 2023, as reported in the Summary Compensation Table, was $15,125,283. Based on the information set forth above, for fiscal 2023 the estimated ratio of the annual compensation of our CEO to the annual compensation of our median employee was 475 to 1. 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.

  234. CEO Pay Ratio

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  235. CEO Pay Ratio

    | Pay Versus Performance Disclosure |

  236. 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 the 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.

  237. Pay Versus Performance Table

    | | | | 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 $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($) (in millions) | Adjusted EBITDA (in millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $15,125,283 | $18,654,872 | $5,536,823 | $6,712,983 | $198.81 | $154.67 | $1,296.0 | $4,317.7 | | 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 |

  238. 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 in column (a). |

  239. Pay Versus Performance Table

    | (c) Reflects CAP to our PEO in each of fiscal 2023, 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. |

  240. Pay Versus Performance Table

    | PEO | 2020 | 2021 | 2022 | 2023 | | Summary Compensation Table Total | $8,483,335 | $8,639,520 | $16,103,130 | $15,125,283 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $— | $— | $(9,499,985) | $(10,500,020) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $— | $— | $6,617,534 | $9,876,672 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $1,084,598 | $13,121,698 | $(3,951,035) | $531,887 | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $1,115,650 | $1,954,170 | | + 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) | $97,692 | | - 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 | $1,569,189 | | Compensation Actually Paid Total | $10,110,232 | $27,635,047 | $25,769,696 | $18,654,872 |

  241. Pay Versus Performance Table

    | (d) Average of summary compensation paid to non-PEO NEOs during fiscal 2023, 2022, 2021 and 2020. Average taken across the non-PEO NEOs as follows: |

  242. Pay Versus Performance Table

    2023: Sharon McCollam, Susan Morris, Thomas Moriarty, and Anuj Dhanda 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

  243. Pay Versus Performance Table

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  244. Pay Versus Performance Table

    | (e) Reflects average CAP to non-PEO NEOs in each of fiscal 2023, 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. |

  245. Pay Versus Performance Table

    | NON-PEO NEOs | 2020 Average | 2021 Average | 2022 Average | 2023 Average | | Summary Compensation Table Total | $6,452,961 | $6,999,472 | $6,058,219 | $5,536,823 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(3,659,455) | $(3,625,000) | $(3,125,012) | $(3,762,496) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $840,571 | $4,543,324 | $2,176,832 | $3,437,323 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $601,439 | $2,200,072 | $(1,030,267) | $149,369 | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $810,529 | $410,153 | $680,104 | | + 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) | $190,338 | | - 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 | $481,522 | | Compensation Actually Paid Total | $4,285,950 | $13,173,472 | $6,794,406 | $6,712,983 |

  246. 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 24, 2024, February 25, 2023, February 26, 2022 and February 27, 2021, respectively. |

  247. 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 24, 2024, February 25, 2023, February 26, 2022 and February 27, 2021, respectively. |

  248. 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 24, 2024, February 25, 2023, February 26, 2022 and February 27, 2021, respectively. |

  249. Pay Versus Performance Table

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

  250. 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, 2022 and 2023 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, fiscal 2021 and fiscal 2022.

  251. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 72 | 2024 Proxy Statement |

  252. Discussion of Information Presented in Pay Versus Performance Table

    | | | | | |

  253. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 73 | 2024 Proxy Statement |

  254. Discussion of Information Presented in Pay Versus Performance Table

    | Most Important Financial Performance Measures |

  255. 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 2023 as further described in our CD&A.

  256. 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 2023 annual incentive plan, 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 I 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. | | 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, (4) the average non-operating investments and (5) 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. |

  257. 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.

  258. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 74 | 2024 Proxy Statement |

  259. Discussion of Information Presented in Pay Versus Performance Table

    | Security Ownership of Certain Beneficial Owners and Management |

  260. 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:

  261. 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; |

  262. Discussion of Information Presented in Pay Versus Performance Table

    | ● | each of our directors; |

  263. Discussion of Information Presented in Pay Versus Performance Table

    | ● | each of our NEOs; and |

  264. Discussion of Information Presented in Pay Versus Performance Table

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

  265. Discussion of Information Presented in Pay Versus Performance Table

    We have based percentage ownership of our Common Stock on 579,090,041 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.

  266. 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 | 26.2% | | The Vanguard Group(2) | 32,824,226 | 5.7% | | Directors: Sharon Allen(3) | 176,628 | * | | James Donald | 2,458,906 | * | | Kim Fennebresque | 109,150 | * | | Chan Galbato(1) | 22,311 | * | | Allen Gibson | 42,145 | * | | Lisa Gray(1) | 1,673 | * | | Sarah Mensah | 1,304 | * | | Vivek Sankaran(4) | 2,094,815 | * | | Alan Schumacher(5) | 109,650 | * | | Brian Kevin Turner | 144,854 | * | | Mary Elizabeth West | 25,991 | * | | Named Executive Officers: Anuj Dhanda | 365,297 | * | | Sharon McCollam | 299,188 | * | | Thomas Moriarty | 14,369 | * | | Susan Morris | 773,717 | * | | All directors and executive officers as a group (19 Persons) | 7,314,638 | 1.26% |

  267. Discussion of Information Presented in Pay Versus Performance Table

    | * Represents less than 1%. |

  268. Discussion of Information Presented in Pay Versus Performance Table

    | (1) Based on the statement on Schedule 13G/A filed on February 14, 2024. Cerberus may be deemed to beneficially own the reported shares of Common Stock and filed the Schedule 13G/A 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. Mr. Galbato and Ms. Gray are affiliated with Cerberus and disclaim ownership of Cerberus shares. The address for Cerberus is 875 Third Avenue, New York, New York 10022. |

  269. Discussion of Information Presented in Pay Versus Performance Table

    | (2) Based on the statement on Schedule 13G filed on February 13, 2024. The address for the Vanguard Group is 100 Vanguard Blvd. Malvern, PA 19355. |

  270. 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. |

  271. Discussion of Information Presented in Pay Versus Performance Table

    | (4) Includes 1,930,326 shares of Common Stock held by Sankaran Family Ltd., a Texas limited partnership of which Mr. Sankaran is a limited partner. |

  272. Discussion of Information Presented in Pay Versus Performance Table

    | (5) 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. |

  273. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 75 | 2024 Proxy Statement |

  274. Discussion of Information Presented in Pay Versus Performance Table

    | Equity Compensation Plan Information |

  275. Discussion of Information Presented in Pay Versus Performance Table

    The following table summarizes information about our equity compensation plans as of February 24, 2024. All outstanding awards relate to our Common Stock.

  276. 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 | — | — | 29,752,454(1) | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | — | — | 29,752,454 |

  277. Discussion of Information Presented in Pay Versus Performance Table

    | (1) Includes shares that may be issued under PBRSU awards if performance metrics are achieved. Of such amount, as of the Record Date, there is a maximum of 2,266,229 shares of PBRSUs that have been certified (or earned) and issuable under PBRSU awards with remaining performance periods and 8,799,228 unearned shares potentially issuable if maximum performance is achieved under the PBRSU awards with remaining performance periods. It also includes 5,763,692 shares issuable under TBRSU awards if the applicable service periods are met. |

  278. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 76 | 2024 Proxy Statement |

  279. Discussion of Information Presented in Pay Versus Performance Table

    | Questions and Answers About the Annual Meeting and Voting |

  280. Discussion of Information Presented in Pay Versus Performance Table

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

  281. Discussion of Information Presented in Pay Versus Performance Table

    The Annual Meeting is being conducted virtually to allow a larger number of our stockholders the opportunity to participate. A virtual format will provide the same rights and advantages that would be provided at an in-person meeting. Stockholders may submit questions online before and during the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.

  282. Discussion of Information Presented in Pay Versus Performance Table

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

  283. Discussion of Information Presented in Pay Versus Performance Table

    Only stockholders of record or beneficial owners of our Common Stock as of the Record Date are entitled to receive notice of and to vote at our Annual Meeting. As of the Record Date, there were approximately 579,090,041 shares of Common Stock outstanding and entitled to vote.

  284. Discussion of Information Presented in Pay Versus Performance Table

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

  285. Discussion of Information Presented in Pay Versus Performance Table

    Stockholders as of the Record Date must use the following link: www.virtualshareholdermeeting.com/ACI2024 and enter the 16-digit control number found on the proxy card or the voting instruction form. By logging into the website, stockholders 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.

  286. Discussion of Information Presented in Pay Versus Performance Table

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

  287. Discussion of Information Presented in Pay Versus Performance Table

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

  288. 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 7, 2024; |

  289. 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 7, 2024; |

  290. 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 |

  291. 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. |

  292. Discussion of Information Presented in Pay Versus Performance Table

    If you are a beneficial holder, you may vote:

  293. 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 7, 2024; or |

  294. 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. |

  295. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 77 | 2024 Proxy Statement |

  296. Discussion of Information Presented in Pay Versus Performance Table

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

  297. 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, 2024 and until 9:59 p.m. Mountain Daylight Time, on August 4, 2024. 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 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.

  298. Discussion of Information Presented in Pay Versus Performance Table

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

  299. 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.

  300. Discussion of Information Presented in Pay Versus Performance Table

    | 7. | Why did I receive only a Notice of Internet Availability of Proxy Materials? |

  301. 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, 2024, 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.

  302. Discussion of Information Presented in Pay Versus Performance Table

    | 8. | What is the purpose of holding the Annual Meeting? |

  303. Discussion of Information Presented in Pay Versus Performance Table

    We are holding the Annual Meeting to act on the proposals presented in the proxy statement.

  304. Discussion of Information Presented in Pay Versus Performance Table

    | 9. | What is the Record Date and what does it mean? |

  305. Discussion of Information Presented in Pay Versus Performance Table

    The Record Date for the Annual Meeting is June 11, 2024. 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:

  306. Discussion of Information Presented in Pay Versus Performance Table

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

  307. Discussion of Information Presented in Pay Versus Performance Table

    | 10. | What is the difference between a stockholder of record and a stockholder who holds stock in street name? |

  308. 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, Equinity 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. | | (b) Stockholder who holds stock in street name: If your shares are held by a broker or by a bank, you are considered 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. |

  309. Discussion of Information Presented in Pay Versus Performance Table

    | Albertsons Companies | 78 | 2024 Proxy Statement |

  310. 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.

  311. Discussion of Information Presented in Pay Versus Performance Table

    | 11. | How many shares must be present to hold the Annual Meeting? |

  312. Discussion of Information Presented in Pay Versus Performance Table

    The representation at the Annual Meeting in-person or by proxy of holders entitled to cast at least a majority of the votes 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. Your shares are considered “present” at the Annual Meeting if: (1) you are present and vote at the Annual Meeting; (2) you vote via the Internet, by telephone or by mail; (3) 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.

  313. Discussion of Information Presented in Pay Versus Performance Table

    | 12. | What is a proxy and how does the proxy process operate? |

  314. 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, Sharon McCollam and Thomas Moriarty 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.

  315. Discussion of Information Presented in Pay Versus Performance Table

    | 13. | What happens if I do not give specific voting instructions? |