DEF 14A of Albertsons Companies, Inc., Jun 20, 2025

DEF 14A of Albertsons Companies, Inc.

Filed Jun 20, 2025 · FY20240001140361-25-023165

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 16 for more information on our Board and corporate governance.

  2. Our Director Nominees

    | Name, Age and Principal Occupation | | Committee Membership | | | | | Relevant Skills & Experiences | | | | CC | AC | GC | TC | FC | | | | Sharon Allen, 73 Former U.S. Chairman of Deloitte LLP Independent | Director Since 2015 | | | Chair | | | | | | Frank Bruno, 60 CEO and Chief Investment Officer of Cerberus Capital Management, L.P. Director Since 2025 | | | | | | | | | James Donald*, 71 Former CEO and President of Albertsons Independent | Director Since 2019 | | | | | | | | | Kim Fennebresque, 75 Former Senior Advisor to Cowen Group Inc. Independent | Director Since 2015 | Chair | | | | | | | | Allen Gibson, 59 Chief Investment Officer of Centaurus Capital LP Independent | Director Since 2018 | | | | Chair | | | | | Lisa Gray, 69 Vice Chair and Senior Legal Officer of Cerberus Operations & Advisory Company, LLC Director Since 2023 | | | | | | | | | Sarah Mensah, 60 President of Jordan Brand at Nike Inc. Independent | Director Since 2023 | | | | | | | | | Susan Morris, 56 CEO of Albertsons Director Since 2025 | | | | | | | | | Alan Schumacher, 78 Former Member of the Federal Accounting Standards Advisory Board Independent | Director Since 2015 | | Chair | | | | | | | Brian Kevin Turner, 60 Chairman of Zayo Group and former COO of Microsoft Corporation Independent | Director Since 2020 | | | | Chair | | | | | Mary Elizabeth West, 62 Former Senior Vice President and Chief Growth Officer, The Hershey Company Independent | Director Since 2020 | | | | | Chair | |

  3. Our Director Nominees

    | AC Audit Committee CC Compensation Committee FC Finance Committee GC Governance Committee TC Technology Committee | * Chair of the Board Corporate Governance Financial Literacy/Expertise Food and/or Retail Industry | Information Technology and Cybersecurity Mergers and Acquisitions & Financial Transactions Operations and/or Marketing Public Company Leadership/Other Public Company Board Service | Real Estate Risk Management Strategic Planning |

  4. Our Director Nominees

    | Albertsons Companies | 8 | 2025 Proxy Statement |

  5. Our Director Nominees

    | Independence 73% Independent | Average Tenure 4.9 Years | Average Age 63 Years | Gender 45% female 55% male | | 8 of 11 director nominees are Independent | <3 Years: 37% 3-6 Years: 27% 7-10 Years: 36% | 50-60 Years: 37% 61-70 Years: 36% >70 Years: 27% | Female: 5 Male: 6 |

  6. Annual Meeting Slate

    | | Sharon Allen Former U.S. Chairman of Deloitte LLP Age: 73 Director Since: 2015 Independent: Yes | Committees: Governance Committee (Chair) Audit Committee |

  7. Annual Meeting Slate

    | | Frank Bruno CEO and Chief Investment Officer of Cerberus Age: 60 Director Since: 2025 Cerberus Designee Independent: No |

  8. Annual Meeting Slate

    | | James Donald Former CEO and President of Albertsons Age: 71 Director Since: 2019 Independent: Yes | Chair of the Board |

  9. Annual Meeting Slate

    | | Kim Fennebresque Former Senior Advisor to Cowen Group Inc. Age: 75 Director Since: 2015 Independent: Yes | Committees: Compensation Committee (Chair) Audit Committee |

  10. Annual Meeting Slate

    | | Allen Gibson Chief Investment Officer of Centaurus Capital LP Age: 59 Director Since: 2018 Cerberus Designee Independent: Yes | Committees: Technology Committee (Co-Chair) Governance Committee Finance Committee |

  11. Annual Meeting Slate

    | | Lisa Gray Vice Chair and Senior Legal Officer of Cerberus Operations & Advisory Company, LLC Age: 69 Director Since: 2023 Cerberus Designee Independent: No | Committees: Technology Committee Finance Committee |

  12. Annual Meeting Slate

    | | Sarah Mensah President of Jordan Brand at Nike Inc. Age: 60 Director Since: 2023 Independent: Yes | Committees: Governance Committee Finance Committee |

  13. Annual Meeting Slate

    | | Susan Morris CEO of Albertsons Age: 56 Director Since: 2025 Independent: No |

  14. Annual Meeting Slate

    | | Alan Schumacher Former Member of the Federal Accounting Standards Advisory Board Age: 78 Director Since: 2015 Independent: Yes | Committees: Audit Committee (Chair) Governance Committee |

  15. Annual Meeting Slate

    | | Brian Kevin Turner Chairman of Zayo Group and former COO of Microsoft Corporation Age: 60 Director Since: 2020 Cerberus Designee Independent: Yes | Committees: Technology Committee (Co-Chair) Compensation Committee |

  16. Annual Meeting Slate

    | | Mary Elizabeth West Former Senior Vice President and Chief Growth Officer, The Hershey Company Age: 62 Director Since: 2020 Independent: Yes | Committees: Finance Committee (Chair) Compensation Committee Governance Committee |

  17. Director Compensation

    Director Compensation Our director compensation program aims to attract and fairly compensate highly qualified, non-management directors. The Compensation Committee conducts a comprehensive annual review and assessment of the Company’s director compensation program including a comparison to director compensation at similarly situated peer companies. This analysis is provided to the Committee by its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). Following its review in February 2024, the Compensation Committee determined that the director compensation program was aligned with the market and in light of both current market positioning and the previously pending merger with Kroger, the Committee recommended no changes to the program. Annual Cash Compensation The cash compensation of the non-management directors for fiscal 2024 was as follows:

  18. Director Compensation

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

  19. Director Compensation

    | Albertsons Companies | 37 | 2025 Proxy Statement |

  20. 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 |

  21. Director Compensation

    Annual cash retainers are paid in four equal installments at the end of each quarter for services rendered during the quarter. We do not provide meeting fees but reimburse all our directors for reasonable documented out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings. In addition to annual cash retainers, the non-management directors receive an annual grant of time-based restricted stock units (“TBRSUs”) valued at $145,000. The number of TBRSUs is calculated by dividing $145,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. The grant date is the first business day of the fiscal year, and the vesting date is the last day of the corresponding fiscal year. If our Board declares a dividend, each unvested TBRSU is eligible to receive a dividend equivalent right (“DER”) which vests according to the same schedule as the underlying unit. Accrued but unvested DERs will also receive DERs from subsequent dividends, crediting the director’s account with additional TBRSUs equal to the cash dividend they would have received if the TBRSUs had been vested on the dividend record date. 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 20, 2025, all our directors were in compliance with our policy. Fiscal 2024 Director Compensation The following table sets forth summary information regarding the compensation of our non-management directors for fiscal 2024. Vivek Sankaran, our CEO at the time, did not receive any compensation for his Board service - See “Compensation Discussion and Analysis” for his compensation.

  22. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(2) | Total | | Sharon Allen | $190,000 | $144,994 | $334,994 | | Frank Bruno(1) | N/A | N/A | N/A | | James Donald | $301,310 | $144,994 | $446,304 | | Kim Fennebresque | $190,000 | $144,994 | $334,994 | | Allen Gibson | $205,000 | $144,994 | $349,994 | | Lisa Gray | $165,000 | $144,994 | $309,994 | | Sarah Mensah | $165,000 | $144,994 | $309,994 | | Alan Schumacher | $195,000 | $144,994 | $339,994 | | Brian Kevin Turner | $185,000 | $144,994 | $329,994 | | Mary Elizabeth West | $165,000 | $144,994 | $309,994 | | Former Directors | | | | | Chan Galbato(3) | $167,203 | $144,994 | $312,197 | | Stephen Feinberg(4) | N/A | $48,333 | $48,333 |

  23. Director Compensation

    | (1) Mr. Bruno was appointed to the Board February 21, 2025, a day before the end of fiscal 2024 and did not receive any fees or a fiscal 2024 stock award. |

  24. 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 2024 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. See “Security Ownership of Certain Beneficial Owners and Management” for total ownership of each of the directors as of the Record Date. |

  25. Director Compensation

    | (3) Mr. Galbato resigned on October 22, 2024. The Compensation Committee approved the full vesting of his 2024 TBRSU award. |

  26. Director Compensation

    | (4) Mr. Feinberg resigned on November 21, 2024. He declined the annual cash retainer and his 2024 TBRSU award was forfeited upon his resignation from the Board. |

  27. Director Compensation

    | Albertsons Companies | 38 | 2025 Proxy Statement |

  28. Compensation Discussion and Analysis

    | 52 | Base Salary | | 52 | Cash Bonus | | 55 | Retention Bonus | | 56 | Long-Term Incentive Award Programs | | 59 | Deferred Compensation Plan | | 59 | 401(k) Plan | | 59 | Other Benefits | | 60 | Perquisites | | 60 | Stock Ownership Guidelines and Restrictions on Trading | | 60 | Clawback Policies | | 61 | The Process of Setting Executive Compensation | | 62 | Compensation Risk Assessment |

  29. Compensation Discussion and Analysis

    | Albertsons Companies | 46 | 2025 Proxy Statement |

  30. Compensation Discussion and Analysis

    Our NEOs for fiscal 2024 were:

  31. Compensation Discussion and Analysis

    | | Vivek Sankaran, age 62 Former Chief Executive Officer and Director | | Thomas Moriarty, age 62 Executive Vice President, M+A and Corporate Affairs | | | Sharon McCollam, age 63 President and Chief Financial Officer | | Omer Gajial, age 51 Executive Vice President and Chief Merchandising & Digital Officer | | | Susan Morris, age 56 Former Executive Vice President and Chief Operations Officer; Current Chief Executive Officer and Director | | |

  32. Leadership Transition in 2025

    | • | Annual cash performance bonus targeted at 185% of her base salary; and |

  33. Leadership Transition in 2025

    | • | Annual equity award grant valued at $11,010,000. |

  34. 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 Use quantitative targets linked to Company financial and operational 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 Include double-trigger clauses for change in control 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 annual cash bonuses Provide executive-only retirement programs Pay above market returns on any deferred compensation plan Pay excessive perquisites Provide tax gross-ups |

  35. Overview of Fiscal 2024 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 opportunity | 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 |

  36. Base Salary

    | • | peer group compensation data; |

  37. Cash Bonus

    Cash Bonus

  38. Performance-Based Bonus Plans

    Performance-Based Bonus Plans Our NEOs participated in our corporate management bonus plan (“Corporate Incentive Plan”) for fiscal 2024. 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. What were the components of the Corporate Incentive Plan for fiscal 2024? Our Corporate Incentive Plan is based on two components: quarterly Company performance and annual Company performance, each accounting for 50% of the total cash bonus opportunity for the fiscal year. The performance metrics for the quarterly and annual bonus components were as follows:

  39. Performance-Based Bonus Plans

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

  40. Performance-Based Bonus Plans

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

  41. Performance-Based Bonus Plans

    | Albertsons Companies | 52 | 2025 Proxy Statement |

  42. Performance-Based Bonus Plans

    What is the Senior Leader Scorecard and how does it work? The Senior Leader Scorecard measures team performance against preset, measurable goals tied to key strategic objectives for the fiscal year. The strategic objectives for fiscal 2024, along with the associated measurements and potential payouts, were as follows:

  43. Performance-Based Bonus Plans

    | Strategic Objectives | Target Bonus Weight | Measure Weight | Payout | | Omnichannel Growth | 7.5% | 75% | 0 – 200% | | Achieve community stewardship, climate action and workforce goals | 2.5% | 25% | 0 – 200% |

  44. Performance-Based Bonus Plans

    How are Corporate Incentive Plan targets set for the fiscal year? Our cash bonus metrics, Adjusted EBITDA and ID Sales, are regarded as key performance indicators in our industry, closely followed by our investors and highly correlated with long-term stockholder value. The Compensation Committee sets targets for these metrics before the fiscal year begins, based on the financial plan approved by the Board. The Compensation Committee also approves goals for the strategic objectives in the Senior Leader Scorecard. These goals are challenging yet achievable, and designed to avoid excessive risk-taking. In line with this philosophy, the Compensation Committee set the target performances and payouts for fiscal 2024 as follows.

  45. Performance-Based Bonus Plans

    | | 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% |

  46. Performance-Based Bonus Plans

    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. How is a participant’s cash bonus determined under the Corporate Incentive Plan? Target cash bonus is expressed as a percentage of the participant’s base salary. The Compensation Committee sets this percentage based on market data and other relevant factors, such as the NEO’s role and responsibilities, impact, execution ability, our financial and operational performance, prior performance, overall market conditions, and CEO recommendations (excluding himself or herself). Participants in the Corporate Incentive Plan receive a portion of the target cash bonus based on the Company’s achievement of performance metrics set by the Compensation Committee. The actual payout may be higher or lower than the target bonus (or zero) depending on actual performance. However, in no event will a participant receive more than 200% of the target bonus for any quarter or fiscal year. This incentive cap encourages good judgment, promotes responsible risk management, reduces windfalls, and makes the Corporate Incentive Plan’s maximum cost predictable. The target bonus for each NEO for fiscal 2024 was as follows:

  47. Performance-Based Bonus Plans

    | Name | Base Salary for Fiscal 2024 | 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 | 125% | $1,250,000 | | Thomas Moriarty | $900,000 | 100% | $900,000 | | Omer Gajial | $900,000 | 100% | $900,000 |

  48. Performance-Based Bonus Plans

    | Albertsons Companies | 53 | 2025 Proxy Statement |

  49. Performance-Based Bonus Plans

    Quarterly Bonus Quarterly Target Amount. Each NEO’s quarterly bonus (“Quarterly Target Amount”) is determined by multiplying the target for the quarterly bonus by approximately 25% (the number of weeks in the applicable quarter divided by the number of weeks in the year). Quarterly Performance Modifier. Prior to the beginning of the fiscal year, our Board reviews and approves the fiscal plan for the financial year. The approved fiscal plan is based on forecasted financials including quarterly ID Sales and Adjusted EBITDA. After each quarter, management updates the Board on the Company’s performance against the plan which determines the payout percentage of the Quarterly Target Amount (“Quarterly Performance Modifier”). The Compensation Committee certifies the Quarterly Performance Modifier for the quarterly cash bonus payout. The quarterly bonus structure is summarized below. The Company’s actual performance against the set targets and the quarter’s cash bonus payouts based on such performance were as follows (in millions, except percentages):

  50. Performance-Based Bonus Plans

    | Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | | Target Adjusted EBITDA | $1,210 | $973 | $1,125 | $992 | | Actual Adjusted EBITDA* | $1,184 | $901 | $1,065 | $855 | | Adjusted EBITDA* Payout | 83.8% | 44.0% | 60.0% | 0.0% | | Target ID Sales % | 0.9% | 2.0% | 2.2% | 2.6% | | Actual ID Sales % | 1.4% | 2.5% | 2.0% | 2.3% | | ID Sales Payout | 100% | 100% | 90.0% | 85.0% | | Total Payout (% of target) | 90.3% | 66.4% | 72.0% | 34.0% |

  51. Performance-Based Bonus Plans

    | * For a reconciliation of non-GAAP measures, please see pages 40-41 of our 2024 Form 10-K. |

  52. Performance-Based Bonus Plans

    | Albertsons Companies | 54 | 2025 Proxy Statement |

  53. Performance-Based Bonus Plans

    The quarterly bonus earned by the NEOs were as follows:

  54. Performance-Based Bonus Plans

    | Name | Actual Quarterly Cash Bonus Earned(1) | | | | Aggregate Quarterly Bonus | | | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | | | Vivek Sankaran | $416,898 | $230,241 | $249,231 | $117,692 | $1,014,062 | | Sharon McCollam | $173,708 | $95,934 | $103,846 | $49,038 | $422,526 | | Susan Morris | $173,708 | $95,934 | $103,846 | $49,038 | $422,526 | | Thomas Moriarty | $125,070 | $69,072 | $74,769 | $35,308 | $304,219 | | Omer Gajial | $125,069 | $69,072 | $74,769 | $35,307 | $304,217 |

  55. Performance-Based Bonus Plans

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

  56. Performance-Based Bonus Plans

    Annual Bonus Amounts under the annual bonus could be earned above or below the target level based on the scale discussed above. The targets and actual performance for fiscal 2024 for purposes of the annual cash bonus were as follows (in millions, except percentages):

  57. Performance-Based Bonus Plans

    | Metric | Fiscal 2024 | | Target Adjusted EBITDA | $4,300 | | Actual Adjusted EBITDA* | $4,005 | | Payout | 48.55% | | Target ID Sales % | 1.9% | | Actual ID Sales % | 2.0% | | Payout | 100.00% | | Senior Leader Scorecard Payout | 68.13% | | Total Payout – SLT | 71.09% |

  58. Performance-Based Bonus Plans

    | * For a reconciliation of non-GAAP measures, please see pages 40-41 of our 2024 Form 10-K. |

  59. Performance-Based Bonus Plans

    The cash bonus for the annual portion and the aggregate cash bonus (inclusive of quarterly bonus) earned by each NEO for fiscal 2024 were as follows:

  60. Performance-Based Bonus Plans

    | Name | Aggregate Quarterly Bonus | Annual Portion of Total Cash Bonus | Total Quarterly + Annual Cash Bonus for Fiscal 2024 | | Vivek Sankaran | $1,014,062 | $1,066,320 | $2,080,382 | | Sharon McCollam | $422,526 | $444,300 | $866,826 | | Susan Morris | $422,526 | $444,300 | $866,826 | | Thomas Moriarty | $304,219 | $319,896 | $624,115 | | Omer Gajial | $304,219 | $319,896 | $624,115 |

  61. Performance-Based Bonus Plans

    When is a participant’s cash bonus paid? The quarterly bonus is paid at the end of each quarter upon certification of quarterly performance by the Compensation Committee. The annual bonus is paid at the end of the fiscal year, upon certification of annual performance by the Compensation Committee. The annual bonus for fiscal 2024 and the quarterly bonus for the fourth quarter of fiscal 2024 were paid in April 2025. Retention Bonus As disclosed in prior years, in connection with the now-terminated merger agreement between the Company and Kroger, the Company established a retention program. This program was designed to retain key executives, maintain executive focus, support and incentivize integration planning efforts and reinforce commitment through the transaction close and beyond with payouts tied to continued service through critical post-closing milestones (the “Retention Program”). Accordingly, the Company entered into retention award agreements with key leaders of the Company on March 1, 2023, including Ms. McCollam, Ms. Morris, and Mr. Gajial who were allocated retention awards in the amounts of $4 million, $4 million and $3 million, respectively. Mr. Moriarty was allocated a retention award in the amount of $2.7 million following the start of his employment in June 2023.

  62. Performance-Based Bonus Plans

    | Albertsons Companies | 55 | 2025 Proxy Statement |

  63. Performance-Based Bonus Plans

    The Compensation Committee recognized the possibility that the merger may not close due to factors outside of the executives’ control. To mitigate the risk of talent attrition in that scenario, the awards were structured to provide delayed and deferred payouts only after the merger agreement was formally terminated. This approach was designed to ensure stability and continuity of leadership during a complex and protracted regulatory approval period, regardless of whether the merger closed—not to reward for deal failure. While the Compensation Committee acknowledges that the NEOs hold Company equity awards, such equity awards are subject to the near-term risks associated with the merger, which include regulatory uncertainty, increased public scrutiny, and potential disruption to the executive talent market. The retention awards were therefore supplemental to the Company’s compensation program, not duplicative, and overall designed to address specific retention risks and avoid broader disruption that could jeopardize merger execution or the Company’s standalone operations both during the merger process and potentially after. Each retention award under the Retention Program is payable in two equal cash installments. Because the merger agreement was terminated, the first installment was paid on the merger agreement termination date in December 2024 and the remainder will be paid on October 13, 2025, provided the recipient remains employed with the Company. The first installment of the payment is reflected as set forth below:

  64. Performance-Based Bonus Plans

    | Name | Retention Bonus | | Vivek Sankaran(1) | N/A | | Sharon McCollam | $2,000,000 | | Susan Morris | $2,000,000 | | Thomas Moriarty | $1,350,000 | | Omer Gajial | $1,500,000 |

  65. Performance-Based Bonus Plans

    | (1) Mr. Sankaran did not receive a retention award. |

  66. 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 NEOs. This combination balances performance and retention and aligns the executives’ interests with those of our stockholders.

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

    When are annual long-term incentive awards granted? Starting in fiscal 2024, the Compensation Committee set the grant date for annual long-term incentive awards 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 fiscal 2024 awards were granted to all equity eligible associates (including NEOs) on April 24, 2024, following the release of the Company’s fiscal 2023 earnings. Similarly, the fiscal 2025 awards were granted on April 17, 2025, two days after the release of the Company’s fiscal 2024 earnings. The Company has not granted stock options, stock appreciation rights or similar instruments since its IPO in 2020 and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation, including compensation paid to its NEOs.

  68. 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, considering factors such as the individual’s role, responsibilities, impact, execution ability, financial and operational performance, prior performance, overall market conditions, and CEO recommendations (excluding himself or herself). Annual equity grants are typically split 50-50 between performance-based and time-based awards, in the form of restricted stock units (“RSUs”).

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

    | Albertsons Companies | 56 | 2025 Proxy Statement |

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

    Performance-Based Restricted Stock Units At the time of grant, the performance-based awards are hypothetical shares of Common Stock, issued only upon attainment of certain performance measures. PBRSU awards have a three-year term with the actual number of PRSUs earned based on achieving specified performance goals over three fiscal years, including the grant year. At the end of each fiscal year, the participant’s account is credited with RSUs equal to the target number for that year multiplied by the accrual factor, which is the product of the EPS Accrual Percentage and the ROIC Modifier. The Compensation Committee certifies the accrual factor at the end of each fiscal year, and the Company credits the participant’s account with earned units for the recently completed fiscal year. Earned RSUs are accrued until they vest at the end of the three-year term, subject to continued employment through the term. Any RSUs that remain unearned at the end of a fiscal year due to unmet performance criteria are automatically forfeited. The Compensation Committee sets performance measures based on pre-established objective criteria before the beginning of each fiscal year. These goals are calibrated annually to ensure they require significant effort, considering the business environment, and align with stockholder interests in long-term growth. EPS Accrual Percentage: The “EPS Accrual Percentage” for a given fiscal year is determined by comparing the Company’s Adjusted EPS achieved to the Adjusted EPS goal for the fiscal year (expressed as a percentage). Straight-line interpolation is used to calculate the EPS Accrual Percentage, which cannot exceed 160% for any given fiscal year. The Compensation Committee adjusts the performance measure goals for each fiscal year subject to a PBRSU grant, similar to cash bonus goals. The Adjusted EPS goals and accrual percentages for all three tranches of the fiscal 2024 grants are listed below:

  71. 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% |

  72. 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. In no event shall the ROIC Modifier for a given fiscal year be more than 125%. The ROIC goals and ROIC Modifier for fiscal 2023 and fiscal 2024 were as follows:

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

    | Attainment of ROIC Goal (ROIC/ROIC Goal) for FY2023 and FY2024 | ROIC Modifier for FY2023 and FY2024 | | Less than or equal to 89% | 75% | | Greater than 89% but less than 107% | 100% | | Greater than or equal to 107% | 125% |

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

    Performance awards, if earned, vest after the third fiscal year from the grant year, following certification by the Compensation Committee and contingent upon the participant’s continuous employment through the vest date.

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

    | Albertsons Companies | 57 | 2025 Proxy Statement |

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

    The target goals and actual performance for the fiscal 2024 performance-based awards are presented below. The following table shows the total number of PBRSUs awarded (at target) to each NEO in fiscal 2024, the number of PBRSUs eligible to be earned for fiscal 2024 performance (at target) and the number of PBRSUs that were earned upon certification of fiscal 2024 performance.

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

    | Name | Performance- Based RSUs Awarded in Fiscal 2024 (@ Target) | Performance- Based RSUs Subject to Being Earned For Fiscal 2024 (@ Target) | Performance- Based RSUs Earned For Fiscal 2024 (83.33% of Target) | | Vivek Sankaran | 286,640 | 95,547 | 79,619 | | Sharon McCollam | 99,701 | 33,234 | 27,694 | | Susan Morris | 109,671 | 36,557 | 30,463 | | Thomas Moriarty | 87,238 | 29,080 | 24,232 | | Omer Gajial | 80,384 | 26,795 | 22,328 |

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

    If our Board declares dividends, each earned but unvested PBRSU and each unvested TBRSU is eligible to receive DERs, which vest on the same schedule as the underlying unit. Accrued but unvested DERs also receive DERs from subsequent dividends.

  79. 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 2022 grant and the second tranche of the fiscal 2023 grant (together “Prior Grants”) upon certification by the Compensation Committee in April 2025 of fiscal 2024 performance. The payout for the fiscal 2022 and fiscal 2023 grants was earned at 83.33% of target.

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

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

    Fiscal 2022 Grant

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

    | Name | Fiscal 2022 Performance- Based RSUs @Target | % Achieved | Performance- Based RSUs Earned for Fiscal 2024 Performance | | Vivek Sankaran | 54,317 | 83.33% | 45,262 | | Sharon McCollam | 22,871 | 83.33% | 19,058 | | Susan Morris | 22,871 | 83.33% | 19,058 | | Thomas Moriarty(1) | N/A | N/A | N/A | | Omer Gajial | 11,592 | 83.33% | 9,660 |

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

    | (1) Mr. Moriarty did not receive an annual equity award in fiscal 2022 because his employment began during fiscal 2023. |

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

    Fiscal 2023 Grant

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

    | Name | Fiscal 2023 Performance- Based RSUs @Target | % Achieved | Performance- Based RSUs Earned for Fiscal 2024 Performance | | Vivek Sankaran | 91,146 | 83.33% | 75,952 | | Sharon McCollam | 38,194 | 83.33% | 31,827 | | Susan Morris | 38,194 | 83.33% | 31,827 | | Thomas Moriarty | 26,624 | 83.33% | 22,186 | | Omer Gajial | 22,135 | 83.33% | 18,445 |

  86. Time-Based Restricted Stock Units

    Time-Based Restricted Stock Units TBRSUs help us retain highly qualified individuals by linking their pay to the Company’s long-term growth. TBRSU awards generally have a three-year term, vesting one-third annually at the end of each fiscal year, contingent on the participant’s continuous employment through the vest dates. The number and value of the TBRSU awards are set forth in the Grant of Plan-Based Awards table on page 66 below.

  87. 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 regarding all aspects of our senior executive pay program. It sets the compensation of the CEO and non-CEO NEOs. The Compensation Committee conducts an annual evaluation of the CEO’s performance, reviews it with the Board, and determines and approves the CEO’s compensation based on this evaluation. Additionally, the Compensation Committee considers the results of the most recent say-on-pay vote when determining CEO compensation. Each year the Compensation Committee engages in extensive executive compensation discussions with our independent compensation consultant to review best practices and assess the competitiveness of our executive compensation compared to our peers. The Committee evaluates total compensation, approves each element of executive compensation, and reviews whether our compensation programs and practices carry undue risk. During fiscal 2024, 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 in executive sessions, outside the presence of management.

  88. Use of Peer Data in Setting Our Executive Compensation

    Use of Peer Data in Setting Our Executive Compensation The Compensation Committee believes that our NEOs’ compensation should be aligned with that of similarly situated executives within a peer group of companies. This alignment is essential 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. These peers are selected based on size-appropriate comparators operating in publicly traded retail industries. The peer group that the Compensation Committee used to help inform its compensation decisions in fiscal 2024 consisted of the following companies:

  89. Compensation Risk Assessment

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

  90. Compensation Risk Assessment

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

  91. Compensation Risk Assessment

    | • | capped payout levels for incentive compensation; |

  92. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary information concerning the total compensation earned by our NEOs for each of the last three completed fiscal years.

  93. Summary Compensation Table

    | Name and Principal Position | Fiscal Year(2) | Salary ($) | Bonus ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Vivek Sankaran Former Chief Executive Officer | 2024 | 1,500,000 | — | 11,499,997 | 2,080,382 | 160,132 | 15,240,511 | | | 2023 | 1,500,000 | — | 10,500,020 | 2,931,642 | 193,621 | 15,125,283 | | | 2022 | 1,500,000 | — | 9,499,985 | 4,904,692 | 198,453 | 16,103,130 | | Sharon McCollam President and Chief Financial Officer | 2024 | 1,000,000 | 2,000,000 | 4,000,004 | 866,826 | 15,418 | 7,882,248 | | | 2023 | 1,000,000 | — | 4,399,987 | 1,221,517 | 3,716 | 6,625,220 | | | 2022 | 1,000,000 | — | 4,000,021 | 2,335,569 | 5,378 | 7,340,968 | | Susan Morris Former Executive Vice President and Chief Operations Officer; Current Chief Executive Officer | 2024 | 1,000,000 | 2,000,000 | 4,400,001 | 866,826 | 11,250 | 8,278,076 | | | 2023 | 1,000,000 | — | 4,399,987 | 977,214 | 92,059 | 6,469,260 | | | 2022 | 1,000,000 | 172,637 | 4,000,021 | 1,868,454 | 105,756 | 7,146,868 | | Thomas Moriarty Executive Vice President, M&A and Corporate Affairs | 2024 | 900,000 | 1,350,000 | 3,499,989 | 624,115 | — | 6,374,103 | | | 2023 | 657,692 | — | 3,499,991 | 584,221 | — | 4,741,904 | | Omer Gajial(1) Executive Vice President and Chief Merchandising and Digital Officer | 2024 | 900,000 | 1,500,000 | 3,225,006 | 624,115 | 58,098 | 6,307,219 |

  94. Summary Compensation Table

    | (1) Mr. Gajial was not a NEO of the Company in fiscal 2023 or fiscal 2022. Mr. Gajial will leave the Company effective August 23, 2025. He will receive certain payments and continued health benefits pursuant to his employment agreement, as well as other severance benefits. |

  95. Summary Compensation Table

    | (2) Reflects the fiscal years ended February 22, 2025, February 24, 2024 and February 25, 2023. |

  96. Summary Compensation Table

    | (3) Reflects payments of cash retention bonuses paid in fiscal 2024 under the Retention Program and Ms. Morris’ tax bonus, which was equal to 4% of the grant date fair market value of certain pre-IPO TBRSU grants upon their vesting in fiscal 2022. |

  97. Summary Compensation Table

    | Name | Fiscal Year | Retention Bonus ($) | Tax Bonus ($) | | Vivek Sankaran | 2024 | — | — | | | 2023 | — | — | | | 2022 | — | — | | Sharon McCollam | 2024 | 2,000,000 | — | | | 2023 | — | — | | | 2022 | — | — | | Susan Morris | 2024 | 2,000,000 | — | | | 2023 | — | — | | | 2022 | — | 172,637 | | Thomas Moriarty | 2024 | 1,350,000 | — | | | 2023 | — | — | | | 2022 | — | — | | Omer Gajial | 2024 | 1,500,000 | — | | | 2023 | — | — | | | 2022 | — | — |

  98. Summary Compensation Table

    | (4) Reflects the aggregate grant date fair market values of the equity awards at target. |

  99. Summary Compensation Table

    The grant date fair market values were determined based on the closing price per share of Common Stock of $20.06 on April 24, 2024. See Notes 1 and 9—Equity-Based Compensation in our audited consolidated financial statements included in our 2024 Form 10-K for a discussion of the assumptions used in the valuation of such awards pursuant to FASB ASC Topic 718.

  100. Summary Compensation Table

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  101. Summary Compensation Table

    As required by the rules of the SEC, the grant date fair market values assuming the maximum level of performance for the PBRSUs are as follows:

  102. Summary Compensation Table

    | Name | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Vivek Sankaran | $11,499,997 | $10,500,020 | $9,499,985 | | Sharon McCollam | $4,000,004 | $4,399,987 | $4,000,021 | | Susan Morris | $4,400,001 | $4,399,987 | $4,000,021 | | Thomas Moriarty | $3,499,989 | $3,499,991 | N/A | | Omer Gajial | $3,225,006 | N/A | N/A |

  103. Summary Compensation Table

    | (5) Reflects amounts paid to the NEOs under our bonus program for the applicable fiscal year. For a discussion of our cash bonus structure, including the Corporate Incentive Plan for fiscal year 2024, see “Compensation Discussion and Analysis—Cash Bonus.” |

  104. Summary Compensation Table

    | (6) Excludes DERs which are factored into the grant date fair value of disclosed equity awards. A detailed breakdown of “All Other Compensation” for fiscal 2024 is provided in the table below: |

  105. Summary Compensation Table

    | Name | Fiscal Year | Aircraft ($)(a) | Life Insurance/ Health Benefit ($) | Other Payments ($)(b) | Deferred Compensation Plan Company Contribution ($)(c) | 401(k) Plan Company Contribution ($) | | Vivek Sankaran | 2024 | 151,195 | — | 8,937 | — | — | | Sharon McCollam | 2024 | — | 4,168 | — | — | 11,250 | | Susan Morris | 2024 | — | — | — | — | 11,250 | | Thomas Moriarty | 2024 | — | — | — | — | — | | Omer Gajial | 2024 | — | — | — | 47,848 | 10,250 |

  106. Summary Compensation Table

    | (a) The aggregate incremental cost to us for Mr. Sankaran’s personal use of Company aircraft. |

  107. Summary Compensation Table

    | (b) Imputed income to Mr. Sankaran for life insurance premiums. |

  108. Summary Compensation Table

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

  109. Summary Compensation Table

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  110. 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 2024.

  111. 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 | | | | | | | | 3/11/2024 | 4/24/2024 | | | | 214,980 | 286,640 | 573,280 | | 5,749,998 | | | 3/11/2024 | 4/24/2024 | | | | | | | 286,640 | 5,749,998 | | Sharon McCollam | | | 312,500 | 1,250,000 | 2,500,000 | | | | | | | | 3/11/2024 | 4/24/2024 | | | | 74,776 | 99,701 | 199,402 | | 2,000,002 | | | 3/11/2024 | 4/24/2024 | | | | | | | 99,701 | 2,000,002 | | Susan Morris | | | 250,000 | 1,250,000 | 2,500,000 | | | | | — | | | 3/11/2024 | 4/24/2024 | | | | 82,253 | 109,671 | 219,342 | | 2,200,000 | | | 3/11/2024 | 4/24/2024 | | | | | | | 109,671 | 2,200,000 | | Thomas Moriarty | | | 225,000 | 900,000 | 1,800,000 | | | | | | | | 3/11/2024 | 4/24/2024 | | | | 65,429 | 87,238 | 174,476 | | 1,749,994 | | | 3/11/2024 | 4/24/2024 | | | | | | | 87,238 | 1,749,994 | | Omer Gajial | | | 225,000 | 900,000 | 1,800,000 | | | | | | | | 3/11/2024 | 4/24/2024 | | | | 60,288 | 80,384 | 160,768 | | 1,612,503 | | | 3/11/2024 | 4/24/2024 | | | | | | | 80,384 | 1,612,503 |

  112. Grants of Plan Based Awards

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

  113. Grants of Plan Based Awards

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

  114. 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 2024 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 2024. The amounts actually paid are reported in the Summary Compensation Table. |

  115. 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. |

  116. 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. |

  117. 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 April 24, 2024 of $20.06 per share. |

  118. Grants of Plan Based Awards

    See Notes 1 and 9—Equity Based Compensation in our audited consolidated financial statements included in our 2024 Form 10-K for a discussion of the assumptions used in the valuation of such awards pursuant to FASB ASC Topic 718.

  119. Grants of Plan Based Awards

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  120. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  121. 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 | 572,640(4) | 11,767,752 | 523,249(5) | 10,752,767 | | Sharon McCollam | 217,903(6) | 4,477,907 | 198,960(7) | 4,088,628 | | Susan Morris | 228,721(8) | 4,700,217 | 208,930(9) | 4,293,512 | | Thomas Moriarty | 117,998(10) | 2,424,859 | 140,486(11) | 2,886,987 | | Omer Gajial | 141,236(12) | 2,902,400 | 136,246(13) | 2,799,855 |

  122. Outstanding Equity Awards at Fiscal Year End

    | (1) Includes (i) TBRSUs, and (ii) PBRSUs pursuant to Prior Grants that have been earned based on certification by the Compensation Committee which will vest upon the completion of the term of the full award and continued service through the applicable vesting date. |

  123. Outstanding Equity Awards at Fiscal Year End

    | (2) Based on closing price of $20.55 per share of Common Stock as of February 22, 2025. |

  124. Outstanding Equity Awards at Fiscal Year End

    | (3) Reflects PBRSUs pursuant to Prior Grants and fiscal 2024 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. See tables on page 57 for the number of PBRSUs that were earned based on fiscal 2024 performance upon certification by the Compensation Committee. |

  125. Outstanding Equity Awards at Fiscal Year End

    | (4) Reflects 193,603 shares of TBRSUs that will vest on February 28, 2026, and 97,990 shares of TBRSUs that will vest on February 27, 2027, provided Mr. Sankaran is employed on the applicable vesting dates. Also, reflects 176,350 PBRSUs earned pursuant to the fiscal 2022 award and 104,697 PBRSUs earned pursuant to the fiscal 2023 award. |

  126. Outstanding Equity Awards at Fiscal Year End

    | (5) Reflects 241,010 shares of PBRSUs subject to fiscal 2024 performance, 186,693 shares of PBRSUs subject to fiscal 2025 performance, and 95,546 shares of PBRSUs subject to fiscal 2026 performance. |

  127. Outstanding Equity Awards at Fiscal Year End

    | (6) Reflects 71,379 TBRSUs that will vest on February 28, 2026 and 32,810 TBRSUs that will vest on February 27, 2027 provided Ms. McCollam is employed on the applicable vesting date. Also, reflects 71,478 PBRSUs earned pursuant to the fiscal 2022 award and 42,236 PBRSUs earned pursuant to the fiscal 2023 award. |

  128. Outstanding Equity Awards at Fiscal Year End

    | (7) Reflects 94,299 PBRSUs subject to fiscal 2024 performance, 71,428 PBRSUs subject to fiscal 2025 performance and 33,233 PBRSUs subject to fiscal 2026 performance. |

  129. Outstanding Equity Awards at Fiscal Year End

    | (8) Reflects 77,554 TBRSUs that will vest on February 28, 2026 and 37,493 TBRSUs that will vest on February 27, 2027, provided Ms. Morris is employed on the applicable vesting dates. Also, reflects 71,604 PBRSUs earned pursuant to the fiscal 2022 award and reflects 42,070 PBRSUs earned pursuant to the fiscal 2023 award. |

  130. Outstanding Equity Awards at Fiscal Year End

    | (9) Reflects 97,622 PBRSUs that may be earned based on fiscal 2024 performance, 74,751 PBRSUs that may be earned based on fiscal 2025 performance, and 36,557 PBRSUs that may be earned based on fiscal 2026 performance. |

  131. Outstanding Equity Awards at Fiscal Year End

    | (10) Reflects 57,592 TBRSUs that will vest on February 28, 2026 and 29,824 TBRSUs that will vest on February 27, 2027 provided Mr. Moriarty is employed on the applicable vesting dates. Also, reflects 30,582 PBRSUs earned pursuant to the fiscal 2023 award. |

  132. Outstanding Equity Awards at Fiscal Year End

    | (11) Reflects 55,704 PBRSUs that were subject to being earned based on fiscal 2024 performance, 55,703 PBRSUs that may be earned based on fiscal 2025 performance, and 29,079 PBRSUs that may be earned based on fiscal 2026 performance. |

  133. Outstanding Equity Awards at Fiscal Year End

    | (12) Reflects 50,698 TBRSUs that will vest on February 28, 2026, and 27,479 TBRSUs that will vest on February 27, 2027 provided Mr. Gajial is employed on the applicable vesting dates. Also, reflects 27,845 PBRSUs earned pursuant to the fiscal 2022, 9,789 PBRSUs earned pursuant to the September 1, 2022, award and 25,425 PBRSUs earned pursuant to the fiscal 2023 award. |

  134. Outstanding Equity Awards at Fiscal Year End

    | (13) Reflects 60,522 PBRSUs that may be earned based on fiscal 2024 performance, 48,930 PBRSUs that may be earned based on fiscal 2025 performance, and 26,794 PBRSUs that may be earned based on fiscal 2026 performance. |

  135. Outstanding Equity Awards at Fiscal Year End

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  136. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  137. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Vivek Sankaran | 377,092 | 5,777,930 | | Sharon McCollam | 378,444 | 14,427,460 | | Susan Morris | 297,047 | 9,291,693 | | Thomas Moriarty | 27,073 | 580,445 | | Omer Gajial | 87,464 | 1,875,228 |

  138. 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 2025 based on fiscal 2024 performance. Includes shares withheld to cover FICA tax liability on outstanding restricted stock units for Mmes. McCollam and Morris who each met the retirement criteria under the related award agreements and 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. Sankaran related to equity awards without DERs that vested during fiscal 2024. |

  139. Option Exercises and Stock Vested

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

  140. 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 2024. 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.

  141. 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 | — | — | 236,303 | — | 2,183,173 | | Thomas Moriarty | — | — | — | — | — | | Omer Gajial | — | 47,848 | 48,130 | (109,606) | 340,664 |

  142. 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. No NEO contributed any base salary or cash bonus in fiscal 2024. |

  143. 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. |

  144. Nonqualified Deferred Compensation

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  145. 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 22, 2025 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 24, 2025 of $20.43 per share. The treatment of equity awards for NEOs is set forth below:

  146. 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 |

  147. Potential Payments Upon Termination of Employment

    Termination by Company for cause, by the NEO without good reason or non-renewal of the employment agreement by the NEO: In the event the NEO’s employment is terminated by us for “cause” (as defined in each executive employment agreement) or under a voluntary termination without “good reason” (as defined in each executive employment agreement) or the NEO does not renew his or her employment agreement, the NEO will receive accrued but unpaid Base Salary through the date of termination, the earned but unpaid portion of any cash bonus in respect of any completed performance period prior to termination, payment for accrued but unused vacation days, vested benefits to which the executive is entitled to under the Company’s plans, programs or arrangements in which the executive participates and all reimbursable expenses (“Accrued Benefits”). Termination by the Company without cause or by the executive for good reason: If Mr. Sankaran’s employment was terminated by us without cause or if he voluntarily resigned for good reason, Mr. Sankaran would have 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

  148. Potential Payments Upon Termination of Employment

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  149. Potential Payments Upon Termination of Employment

    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 would have been 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. Gajial 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 the executive for good reason are subject to the execution of a release by the executive.

  150. Potential Payments Upon Termination of Employment

    | | Potential Payments Upon Termination By Company Without Cause or By Executive For Good Reason | | | | | | Name | Base + Paid Bonus | Unpaid Bonus(1) | Health Coverage | Equity | Total | | Vivek Sankaran | $9,000,000 | $1,184,012 | $34,791 | $— | $10,218,804 | | Sharon McCollam | $4,500,000 | $493,338 | $35,083 | $5,707,979 | $10,736,400 | | Susan Morris | $4,500,000 | $493,338 | $27,013 | $— | $5,020,351 | | Thomas Moriarty | $3,600,000 | $355,204 | $14,724 | $— | $3,969,928 | | Omer Gajial | $3,600,000 | $355,204 | $47,040 | $— | $4,002,244 |

  151. Potential Payments Upon Termination of Employment

    | (1) Includes quarterly cash bonus for Q4 fiscal 2024 and annual cash bonus for fiscal 2024. |

  152. Potential Payments Upon Termination of Employment

    Termination due to death or disability: If Mr. Sankaran’s employment terminated 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 have been 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. 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. Gajial 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

  153. Potential Payments Upon Termination of Employment

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  154. Potential Payments Upon Termination of Employment

    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.

  155. Potential Payments Upon Termination of Employment

    | | Potential Payments Upon Termination Due to Death or Disability | | | | | | Name | Base Salary | Unpaid Bonus(1) | Health Coverage | Equity | Total | | Vivek Sankaran | $375,000 | $1,184,012 | $34,791 | $22,389,012 | $23,982,816 | | Sharon McCollam | $250,000 | $493,338 | $35,083 | $8,516,511 | $9,294,933 | | Susan Morris | $— | $493,338 | $— | $8,941,210 | $9,434,548 | | Thomas Moriarty | $— | $355,204 | $— | $5,280,828 | $5,636,032 | | Omer Gajial | $— | $355,204 | $— | $5,668,957 | $6,024,161 |

  156. Potential Payments Upon Termination of Employment

    | (1) Includes quarterly cash bonus for Q4 fiscal 2024 and annual cash bonus for fiscal 2024. |

  157. 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 22, 2025. 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.

  158. Potential Payments Upon Termination of Employment

    | | Potential Payments Upon Termination By Company Without Cause or By Executive For Good Reason after a Change in Control | | | | | | Name | Base + Paid Bonus | Unpaid Bonus | Health Coverage | Equity | Total | | Vivek Sankaran | $9,000,000 | $1,184,012 | $34,791 | $22,389,012 | $32,607,816 | | Sharon McCollam | $4,500,000 | $493,338 | $35,083 | $8,516,511 | $13,544,933 | | Susan Morris | $4,500,000 | $493,338 | $27,013 | $8,941,210 | $13,961,561 | | Thomas Moriarty | $3,600,000 | $355,204 | $14,724 | $5,280,828 | $9,250,756 | | Omer Gajial | $3,600,000 | $355,204 | $47,040 | $5,668,957 | $9,671,201 |

  159. Potential Payments Upon Termination of Employment

    | | Potential Payments Upon Termination Due to Death or Disability after a Change in Control | | | | | | Name | Base Salary | Unpaid Bonus | Health Coverage | Equity | Total | | Vivek Sankaran | $375,000 | $1,184,012 | $34,791 | $22,389,012 | $23,982,816 | | Sharon McCollam | $250,000 | $493,338 | $35,083 | $8,516,511 | $9,294,933 | | Susan Morris | $— | $493,338 | $— | $8,941,210 | $9,434,548 | | Thomas Moriarty | $— | $355,204 | $— | $5,280,828 | $5,636,032 | | Omer Gajial | $— | $355,204 | $— | $5,668,957 | $6,024,161 |

  160. Potential Payments Upon Termination of Employment

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

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  162. 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 2024. 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, 2024, 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 $32,057 for fiscal 2024. The annual total compensation of our CEO for fiscal 2024, as reported in the Summary Compensation Table, was $15,240,511. Based on the information set forth above, for fiscal 2024 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.

  163. CEO Pay Ratio

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  164. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure

  165. 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, 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 realized by our NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. Specifically, 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 how we design our program to align executive compensation with Company performance.

  166. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) (in millions) | Adjusted EBITDA (in millions) | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $15,240,511 | $14,145,124 | $7,210,412 | $6,917,207 | $195.59 | $187.96 | $958.6 | $4,004.7 | | 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 |

  167. 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). |

  168. Pay Versus Performance Table

    | (c) Reflects CAP to our PEO in each of fiscal 2024, 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. |

  169. Pay Versus Performance Table

    | PEO | 2020 | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total | $8,483,335 | $8,639,520 | $16,103,130 | $15,125,283 | $15,240,511 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $— | $— | $(9,499,985) | $(10,500,020) | $(11,499,997) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $— | $— | $6,617,534 | $9,876,672 | $9,321,127 | | + 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 | $(572,359) | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $1,115,650 | $1,954,170 | $1,963,491 | | + 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 | $(653,760) | | - 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 | $346,110 | | Compensation Actually Paid Total | $10,110,232 | $27,635,047 | $25,769,696 | $18,654,872 | $14,145,124 |

  170. Pay Versus Performance Table

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  171. Pay Versus Performance Table

    | (d) Average of summary compensation paid to non-PEO NEOs during fiscal 2024, 2023, 2022, 2021 and 2020. Average taken across the non-PEO NEOs as follows: |

  172. Pay Versus Performance Table

    2024: Sharon McCollam, Susan Morris, Thomas Moriarty, and Omer Gajial 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

  173. Pay Versus Performance Table

    | (e) Reflects average CAP to non-PEO NEOs in each of fiscal 2024, 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. |

  174. Pay Versus Performance Table

    | NON-PEO NEOs | 2020 Average | 2021 Average | 2022 Average | 2023 Average | 2024 Average | | Summary Compensation Table Total | $6,452,961 | $6,999,472 | $6,058,219 | $5,536,823 | $7,210,412 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(3,659,455) | $(3,625,000) | $(3,125,012) | $(3,762,496) | $(3,781,250) | | + 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 | $3,051,841 | | + 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 | $(194,602) | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $810,529 | $410,153 | $680,104 | $657,230 | | + 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 | $(138,267) | | - 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 | $111,844 | | Compensation Actually Paid Total | $4,285,950 | $13,173,472 | $6,794,406 | $6,712,983 | $6,917,207 |

  175. Pay Versus Performance Table

    | (f) For the relevant fiscal year, represents the cumulative total stockholder return (“TSR”) of the Company for the measurement periods ending on February 22, 2025, February 24, 2024, February 25, 2023, February 26, 2022, and February 27, 2021, respectively. |

  176. 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 22, 2025, February 24, 2024, February 25, 2023, February 26, 2022, and February 27, 2021, respectively. |

  177. 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 22, 2025, February 24, 2024, February 25, 2023, February 26, 2022, and February 27, 2021, respectively. |

  178. Pay Versus Performance Table

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

  179. 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, 2023 and 2024 to (1) both Company TSR and Peer Group TSR, (2) the Company’s net income and (3) the Company’s Adjusted EBITDA. CAP 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, fiscal 2022 and fiscal 2023.

  180. Discussion of Information Presented in Pay Versus Performance Table

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  181. Discussion of Information Presented in Pay Versus Performance Table

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  182. Plan Information

    | 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 | — | — | 25,281,124(1) | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | — | — | 25,281,124 |