General Information

Solicitation of Proxies

Our Board is soliciting proxies in connection with the ~~solicitation of proxies for the~~ Annual Meeting ~~of Stockholders of Albertsons Companies, Inc.~~(and any adjournment thereof) to be held virtually on August 5, 2021 (the “Annual Meeting”), and any postponements or adjournments of the meeting. On or about June 24, 2021, we will mail to each of our stockholders (other than those who previously requested electronic delivery or previously elected to receive delivery of a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet.

~~FREQUENTLY ASKED QUESTIONS~~

~~When and where will the meeting take place?~~

~~The Annual Meeting will be held on Thursday, August 5, 2021~~4, 2022, at 2:30 p.m. ~~Mountain Daylight Time.~~MDT. The ~~2021 Annual Meeting will be a virtual meeting~~approximate date on which this proxy statement and the enclosed proxy are first being sent to stockholders is June 21, 2022.

Shares Outstanding and Voting Rights

As of ~~stockholders. You will be able to attend~~ the ~~Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting~~ ~~www.virtualshareholdermeeting.com/ABS2021~~. To participate in the meeting, you must have the sixteen-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. You will be able to attend the Annual Meeting from any location with internet connectivity. Online access to the Annual Meeting will begin at 2:15 p.m. on August 5, 2021. We encourage our stockholders to access the meeting prior to the start time.

~~How do stockholders participate in the virtual meeting?~~

To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. You may access the Annual Meeting by visiting ~~www.virtualshareholdermeeting.com/ABS2021~~. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page.

If you are a record holder, appointing a proxy in response to this solicitation will not affect your right to attend the Annual Meeting and to vote during the Annual Meeting. Please note that if you hold yourRecord Date, 531,589,621 shares of Class A common stock, par value $0.01 per share (the “common stock”), in “street name” (that is, through a broker, bank or other nominee), you will receive instructions from your broker, bank or other nominee that you must follow in order to have your sharesCommon Stock of ~~common stock voted.~~

Stockholders may submit questions and comments in advance or during the meeting. During the meeting, we will spend up to 15 minutes answering stockholder questions that comply with the meeting rules of procedure. The rules of procedure will be posted on the virtual meeting web portal. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

~~Why did I receive only a Notice of Internet Availability of Proxy Materials?~~

~~As permitted by the Securities and Exchange Commission (the “SEC”),~~ the Company ~~is furnishing to stockholders its notice~~were outstanding. Holders of ~~the Annual Meeting (the “Notice”), this Proxy Statement and the 2020 Annual Report primarily over the internet. On or about June 24, 2021, we will mail to each of our stockholders~~

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

(other than those who previously requested electronic delivery or previously elected to receive delivery of a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the Notice of Internet Availability, you will not receive a paper copy of the proxy materials unless you request one.

We believe the delivery options that we have chosen will allow us to provide our stockholders with the proxy materials they need, while minimizing the cost of the delivery of the materials and the environmental impact of printing and mailing paper copies.

~~What is the purpose of this meeting and these materials?~~

WeCommon Stock are ~~providing these proxy materials in connection with the solicitation by our board of directors of proxies to be voted at the Annual Meeting and any adjournments or postponements of the meeting.~~

~~At the Annual Meeting, you will be asked to vote on the following matters:~~

~~Proposal 1: Election of 14 directors to hold office until the 2022 annual meeting of stockholders and until their respective successors have been duly elected and qualified;~~

~~Proposal 2: Ratification of the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the fiscal year ending February 26, 2022;~~

~~Proposal 3: Approval, in a non-binding advisory vote, of our compensation paid to our Named Executive Officers;~~

~~Proposal 4: Approval, in a non-binding advisory vote, on whether the frequency of the stockholder advisory vote on our executive compensation should be every one, two or three years;~~

~~Proposal 5: Approval of an amendment to the Company’s certificate of incorporation to increase the maximum size of the board of directors from 15 members to 17 members; and~~

~~Any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.~~

~~What are the voting recommendations of the board of directors on these matters?~~

~~The board of directors recommends that you vote your shares as follows:~~

~~Proposal 1: FOR each of the board’s 14 nominees for the board of directors;~~

~~Proposal 2: FOR the ratification of the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the fiscal year ending February 26, 2022;~~

~~Proposal 3: FOR the approval, on an advisory basis, of our Named Executive Officer compensation;~~

~~Proposal 4: FOR a frequency of every year for future advisory votes to approve executive compensation; and~~

~~Proposal 5: FOR the approval of an amendment to the Company’s certificate of incorporation to increase the maximum size of the board of directors from 15 members to 17 members.~~

~~Are all of the Company’s directors standing for election to the board of directors at the Annual Meeting?~~

~~Yes.~~

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~Why is the Annual Meeting being held online?~~

Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders and other participants at the Annual Meeting, our board of directors has determined to hold our 2021 Annual Meeting via live webcast. This virtual meeting will provide the same rights and advantages that would be provided by a physical meeting. Stockholders will be able to present questions online during the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.

~~Who is~~ entitled to ~~vote at the Annual Meeting?~~

~~The record date for the Annual Meeting is June 7, 2021 (the “Record Date”). You have~~ one vote for each share of our common stock that you owned at the close of business on the Record Date, provided that on the Record Date those shares were either held directly in your name as the stockholder of record or were held for you as the beneficial owner through a bank, broker or other intermediary. As of that date, there were approximately 466,510,961 shares of common stock outstanding and entitled to vote. so held.

In addition, each share of Series A ~~convertible~~ preferred stock ~~par value $0.01 per share (the “Series A preferred stock”),~~ is entitled to vote on each matter to come before the Annual Meeting as if the shares of Series A preferred stock were converted into shares of ~~common stock~~Common Stock as of the Record Date, meaning that each share of Series A preferred stock is entitled to approximately 58.064 votes on each matter to come before the Annual Meeting. As of the Record Date, there were ~~924,000~~695,412 shares of Series A preferred stock issued and outstanding, representing approximately ~~53,651,136~~40,378,394 votes.

~~What is the difference between holding shares as a stockholder of record and as a beneficial owner?~~

~~As summarized below, there are some distinctions between shares held of record and those owned beneficially.~~

~~Stockholder of Record~~. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered to be the stockholder of record with respect to those shares, and we have sent the Notice of Internet Availability directly to you. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote during the live webcast of the Annual Meeting.

~~Beneficial Owner~~. If your shares are held in a stock brokerage account or by a bank or other intermediary, you are considered to be the beneficial owner of shares held in “street name,” and the Notice of Internet Availability has been forwarded to you by your bank, broker or intermediary (which is considered to be the stockholder of record with respect to those shares). As a beneficial owner, you have the right to direct your bank, broker or intermediary on how to vote. Your bank, broker or intermediary has sent you a voting instruction card for you to use in directing the bank, broker or intermediary regarding how to vote your shares. However, since you are not the stockholder of record, you may not vote these shares during the live webcast of the Annual Meeting.

~~What options are available to me to vote my shares?~~

Whether you hold shares directly as the stockholder of record or through a bank, broker or other intermediary, your shares may be voted at the Annual Meeting by following any of the voting options available to you below:

~~You may vote via the internet.~~

If you received a Notice of Internet Availability by mail, you can submit your proxy or voting instructions over the internet by following the instructions provided in the Notice of Internet Availability;

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

If you received a Notice of Internet Availability or proxy materials by email, you may submit your proxy or voting instructions over the internet by following the instructions included in the email; or

If you received a printed set of the proxy materials by mail, including a paper copy of the proxy card or voting instruction form, you may submit your proxy or voting instructions over the internet by following the instructions on the proxy card or voting instruction form.

~~You may vote via the telephone.~~

If you are a stockholder of record, you can submit your proxy by calling the telephone number specified on the paper copy of the proxy card you received if you received a printed set of the proxy materials. You must have the control number that appears on your proxy card available when submitting your proxy over the telephone.

Most stockholders who hold their shares in street name may submit voting instructions by calling the number specified on the paper copy of the voting instruction form provided by their bank, broker, or other intermediary. Those stockholders should check the voting instruction form for telephone voting availability.

~~You may vote by mail.~~

If you received a printed set of the proxy materials, you can submit your proxy or voting instructions by completing and signing the separate proxy card or voting instruction form you received and mailing it in the accompanying prepaid and addressed envelope.

~~You may vote during the meeting.~~

~~All~~Only stockholders of record ~~may vote while attending the Annual Meeting via live webcast while the polls remain open at visiting~~ ~~www.virtualshareholdermeeting.com/ABS2021. You will need your number found in the Notice~~as of Internet Availability or your proxy card. However, if you are the beneficial owner of shares held in street name through a bank, broker or other intermediary, you should receive separate instructions from the holder of your common stock describing how you can vote that stock.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting to ensure that your vote will be counted if you later are unable to attend.

~~What if I don’t vote for some of the items listed on my proxy card or voting instruction card?~~

If you properly execute and return your proxy card but do not mark selections, your shares will be voted in accordance with the recommendations of our board of directors. If you indicate a choice with respect to any matter to be acted upon on your proxy card, your shares will be voted in accordance with your instructions.

If you are a beneficial owner and hold your shares in street name through a bank, broker or other intermediary and do not give voting instructions to the bank, broker or intermediary, the bank, broker or other intermediary, as applicable, will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on routine matters (sometimes referred to as “broker discretionary voting”), such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters, including the election of directors. We have been informed that Proposal 2 (ratify the appointment of our independent registered public accounting firm for fiscal 2021) and Proposal 5 (increase the size of the board of directors from 15 to 17) are the only proposals in this Proxy Statement that are considered routine matters. The other proposals are not considered routine matters, and without your instructions, your broker cannot vote your shares.

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

If you do not provide voting instructions to your broker, and your broker indicates on its proxy card that it does not have discretionary authority to vote on a particular proposal, your shares will be considered to be “broker non-votes” with regard to that matter. Proxy cards that reflect a broker non-vote with respect to at least one proposal to be considered at the Annual Meeting (so long as they do not apply to all proposals to be considered) will be considered to be represented for purposes of determining a quorum but generally will not be considered to be entitled to vote with respect to that proposal. Broker non-votes are not counted in the tabulation of the voting results with respect to proposals that require a majority of the votes cast.

~~How is a quorum determined?~~

The representation, at the Annual Meeting or by proxy, of holders entitled to cast at least a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum at the Annual Meeting. Abstentions, broker votes and broker non-votes (only when accompanied by broker votes with respect to at least one matter at the meeting) are considered present and entitled to vote for purposes of establishing a quorum for the transaction of business at the Annual Meeting. Accordingly, holders of shares of our common stock or Series A preferred stock outstanding on the Record Date representing 260,081,049 votes must be present at the Annual Meeting. 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 provideare entitled to receive notice of, ~~the adjourned meeting to each stockholder of record entitled to vote at the meeting.~~

~~What vote is required to approve each proposal at the Annual Meeting?~~

~~Proposal~~		~~Vote Required~~	~~Broker~~ ~~Discretionary~~ ~~Voting~~ ~~Allowed~~
~~Proposal 1~~	~~Election of Directors~~	~~Majority of Votes Cast in respect of each Director Nominee~~	No
~~Proposal 2~~	~~Ratification of Appointment of Independent Registered Public Accounting Firm~~	~~Majority of Votes Cast~~	~~Yes~~
~~Proposal 3~~	~~Advisory Vote Related to Named Executive Officer Compensation~~	~~Majority of Votes Cast~~	No
~~Proposal 4~~	~~Advisory Vote on Frequency of Advisory Votes on Executive Compensation~~	~~Majority of Votes Cast~~	No
~~Proposal 5~~	~~Approval of an amendment to the Company’s certificate of incorporation to increase the maximum size of the board of directors from 15 members to 17 members~~	~~Majority of Outstanding Stock Entitled to Vote Thereon~~	~~Yes~~

~~With respect to Proposals 1, 2, 3~~ and ~~5 you may vote “FOR”, “AGAINST” or “ABSTAIN”.~~

~~With respect to Proposal 4, you may vote for “EVERY YEAR”, for “EVERY 2 YEARS”, for “EVERY 3 YEARS” or “ABSTAIN”.~~

If you abstain from voting on any of these matters, your shares will be counted as present and entitled to vote on that matter for purposes of establishing a quorum. A “majority of the votes cast” means that

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

the number of votes cast “for” a proposal or a candidate for director must exceed the number of votes cast “against” that proposal or candidate for director (with “abstentions” and “broker non-votes” (i.e., shares held by a bank, broker or other nominee which are present or represented by proxy at the meeting, but with respect to which such bank, broker or nominee is not empowered to vote) not counted as votes cast either “for” or “against” such proposal or candidate for director).

~~Can I change my vote or revoke my proxy?~~

~~Yes. Any stockholder of record has the power to change or revoke a previously submitted proxy at any time before it is voted at the Annual Meeting by:~~

~~Submitting to our Corporate Secretary, before the voting at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;~~

~~Timely delivery of a valid, later-dated proxy (only the last proxy submitted by a stockholder by internet, telephone or mail will be counted); or~~

~~Attending the Annual Meeting and voting during the live webcast while the polls are open; however, attendance at the Annual Meeting will not by itself constitute a revocation of a proxy.~~

For shares held in street name, you may revoke any previous voting instructions by submitting new voting instructions to the bank, broker or intermediary holding your shares by the deadline for voting specified in the voting instructions provided by your bank, broker or intermediary.

~~Are there other matters to be voted on at the Annual Meeting?~~

We do not know of any other matters that may come before the Annual Meeting other than Proposals 1, 2, 3, 4 and 5 included herein. If any other matters are properly presented at the Annual Meeting, the persons named as proxies in the enclosed proxy card intend to vote or otherwise act in accordance with their judgment on the matter.

~~How do I submit a question?~~

Questions can be submitted in advance for the Annual Meeting. To submit a question in advance, with your 16-digit control number, visit www.proxyvote.com and use the “Submit Question” tab to submit a question.

~~To submit a question during the Annual Meeting, follow the instructions at our virtual annual meeting website www.virtualshareholdermeeting.com/ABS2021.~~

During the Annual Meeting, we will spend up to 15 minutes answering stockholder questions that comply with the meeting rules of procedure. Any relevant questions which we do not have time to address will be posted on our Investor Relations section of our website for one week after the Annual Meeting.

~~Is a list of stockholders available?~~

~~The names of stockholders of record entitled~~ to vote at, the Annual ~~Meeting will be available for review~~Meeting.

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PROPOSAL 1:

Election of Directors

Controlled Company Status

Cerberus Capital Management, L.P. (“Cerberus”), Klaff Realty, L.P. (“Klaff Realty”), Schottenstein Stores Corp. (“Schottenstein Corp.”), Lubert-Adler Partners, L.P. (“Lubert-Adler“) and Kimco Realty Corporation (“Kimco Realty”) (collectively, the “Sponsors”), as a group, control a majority of our outstanding voting securities. Under the corporate governance standards of the New York Stock Exchange (“NYSE”), a company of which more than 50% of the voting power is held by an individual, group, or another company is deemed to be a “controlled company” which may elect not to comply with certain NYSE corporate governance requirements, including that:

• a majority of the Board consist of independent directors;

• the nominating and corporate governance committee consist entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the compensation committee consist entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the nominating and corporate governance committee and the compensation committee conduct an annual performance evaluation.

We currently utilize certain of these exemptions. Our Board does not have a majority of independent directors and our Governance Committee and Compensation Committee do not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. If we cease to be a controlled company within the meaning of the NYSE corporate governance requirements, we will be required to comply with the requirements after specified transition periods.

We currently have a fully independent Audit Committee, and all Board committees operate pursuant to respective written charters addressing the committee’s purpose and responsibilities.

Our Board recommends that stockholders vote “FOR” each nominee

Board Composition

Our business and affairs are currently managed by ~~stockholders during the Annual Meeting.~~

~~A list~~our Board. Our Certificate of these stockholders will be open for examination electronically by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting by contacting our Investor Relations department at Investor-Relations@albertsons.com.

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~Where can I find the voting results?~~

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

~~Who is soliciting proxies, how are they being solicited and who pays the cost?~~

The solicitation of proxies is being made on behalf of our board of directors, and we will bear the costs of the solicitation. This solicitation is being made by mail and through the internet, but also may be made by telephone or in person. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes.

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~BOARD OF DIRECTORS~~

~~Our certificate of incorporation~~Incorporation and our Amended and Restated Bylaws (our “bylaws”) provide that the number of members ofon our ~~board of directors~~Board shall be determined by our ~~board~~Board from time to time. ~~The number~~At the 2021 annual meeting, the stockholders approved an amendment to our Certificate of ~~members~~Incorporation which permits the Board to be comprised of a maximum of 17 members. Our Board currently has 14 members.

We are bound by certain contractual provisions under agreements with our ~~board is currently 14.~~Sponsors and holders of preferred stock which gives them the right to designate directors and observers to our Board. Pursuant to the stockholders’ agreement, dated June 25, 2020 (the “Stockholders' Agreement”) and the investment agreement, dated May 20, 2020, as amended and restated on June 9, 2020 (the “Investment Agreement”), the rights are as follows:

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~~Unless otherwise specified in the proxy, the shares voted pursuant thereto~~

Table of ~~Directors for a Term Expiring at the 2022 Annual Meeting~~Contents

Sponsor and Holder of Preferred Stock	Common Share Beneficial Ownership Percentage	Number of Director or Observer Designation Rights
Cerberus	at least 20%	4 directors
	at least 10%	2 directors
	at least 5%	1 director and 1 observer
Klaff Realty	at least 5%	1 director
Schottenstein Corp.	at least 5%	1 director

Kimco Realty	at least 5%	1 observer
Lubert-Adler	at least 5%	1 observer
HPS Investment Partners, LLC (“HPS”)⁽¹⁾	at least 25%	1 director

⁽¹⁾

Pursuant to the Investment Agreement.

Annual Meeting Slate

At our Annual Meeting, stockholders will ~~be cast~~elect 14 directors to hold office for ~~each~~one year, until our 2023 annual meeting of ~~the nominees listed in Proposal 1. If,~~stockholders, and serve until their successors have been duly elected and qualified or until any such director’s earlier resignation or removal. Nominees were approved and recommended for ~~any reason, at the time of election any of the nominees named therein should decline or be unable to accept his or her~~ nomination ~~or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended~~ by our ~~board of directors. Our board of directors, however, has~~Governance Committee and our Board nominated them for re-election. At this time, we have no reason to believe that any ~~of the nominees~~nominee will be unable or unwilling to serve asif elected. However, should any of them become unavailable or unwilling to serve before the Annual Meeting, your proxy card authorizes us to vote for a ~~director.~~

replacement nominee if the Board names one. The following biographical information is furnished as to each nominee for election as a director as of June ~~24, 2021.~~7, 2022.


	Sharon Allen Former U.S. Chairman of Deloitte LLP Age: 70 Director Since: 2015
	Committees:	Governance Committee (Chair); Compensation Committee Independent Director
PROFESSIONAL HIGHLIGHTS •Ms. Allen served in various leadership roles at Deloitte Touche Tohmatsu Limited (“Deloitte”) for nearly 40 years including serving as U.S. Chairman of Deloitte LLP from 2003 until her retirement from that position in May 2011. •She served as a member of the Global Board of Directors, Chair of the Global Risk Committee and U.S. Representative of the Global Governance Committee of Deloitte from 2003 to May 2011. •Among her other leadership roles at Deloitte, Ms. Allen was partner and regional managing partner responsible for audit and consulting services for a number of Fortune 500 and large privately held companies. •Ms. Allen is a Certified Public Accountant (Retired). OTHER BOARD ENGAGEMENT •Ms. Allen has served on the board of Bank of America Corporation, a multinational investment bank and financial services holding company, since 2012. •Ms. Allen served on the board of First Solar, Inc., a manufacturer of solar panels and a provider of utility-scale PV power plants and supporting services, from 2013 to 2022. SKILLS AND QUALIFICATIONS Ms. Allen’s extensive accounting and audit experience broadens the scope of our Board’s oversight of our financial performance and reporting. Additionally, her leadership and corporate governance experience with large public companies is valuable to our Board’s governance, strategic planning, and risk management insight.

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~~Nominees for Election to the Board~~


	Shant Babikian Managing Director at HPS Age: 37 Director Since: 2020
	Committees:	Finance Committee
PROFESSIONAL HIGHLIGHTS •Mr. Babikian is a Managing Director at HPS, holder of our Series A preferred stock, and a leading global investment firm. •Prior to joining HPS in 2014, Mr. Babikian was Vice President at Oaktree Capital Management, a global asset management firm, where he focused on investing in privately structured debt and equity transactions. •Prior to joining Oaktree, Mr. Babikian was an Analyst in JPMorgan’s Syndicated and Leveraged Finance Group. OTHER BOARD ENGAGEMENT •Mr. Babikian serves on private company boards. SKILLS AND QUALIFICATIONS Mr. Babikian brings to the Board substantial experience in the financial industry and in private equity and finance transactions. His experience is a valuable resource to the Company in our efforts to allocate capital, which helps us implement our business strategies and financial planning and provides insight to our Board’s understanding of the Company’s financial performance.

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~~Vivek Sankaran~~, ~~President, Chief Executive Officer and Director. Mr. Sankaran has served as our President, Chief Executive Officer and Director since April 2019. Mr. Sankaran previously served from January 2019 to March 2019 as Chief Executive Officer~~

Table of PepsiCo Foods North America, which includes Frito-Lay North America (“Frito-Lay”). There he led PepsiCo, Inc.’s (“PepsiCo”) snack and convenient foods business. Prior to that, Mr. Sankaran served as President and Chief Operating OfficerContents


	Steven Davis Former Chairman and CEO of Bob Evans Farms, Inc. Age: 63 Director Since: 2015
	Committees:	Audit Committee; Finance Committee (Chair) Independent Director
PROFESSIONAL HIGHLIGHTS •Mr. Davis served as the former Chairman and CEO of Bob Evans Farms, Inc. (“Bob Evans Farms”), a food service and consumer products company, from May 2006 to December 2014. •Prior to joining Bob Evans Farms, Mr. Davis served in a variety of leadership positions in the restaurant and consumer packaged goods industry, including President of Long John Silver’s LLC and A&W Restaurants, Inc. •Mr. Davis has also held senior executive and operational positions at Yum! Brands, Inc.’s Pizza Hut division and at Kraft General Foods Inc. OTHER BOARD ENGAGEMENT •Mr. Davis has served on the board of PPG Industries, Inc., a manufacturer and distributor of paints, coatings, and specialty materials, since 2019, Marathon Petroleum Corporation, a petroleum refiner, marketer, retailer, and transporter, since 2013 and American Eagle Outfitters, a global apparel and accessories retailer, since 2020. •Mr. Davis served on the board of The Legacy Acquisition Corporation, an acquirer of companies in the retail and restaurant sectors, from November 2017 to November 2020 and Sonic Corp., a quick service drive-thru restaurant chain, from January 2017 until its sale to private equity in December 2019. SKILLS AND QUALIFICATIONS Mr. Davis brings to our Board extensive strategic, operational, marketing, branding, financial and general management leadership experience. In particular, Mr. Davis’ leadership roles at retail, food service, pharmacies and industrial companies provide our Board with valuable insight relevant to our business, strategic plan and financial performance.

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Table of ~~Frito-Lay from April 2016 to December 2018;~~Contents


	James Donald Former President and CEO of the Company Age: 68 Director Since: 2019
	Committees:	N/A Co-Chairman of the Board
PROFESSIONAL HIGHLIGHTS •Mr. Donald served as our President and CEO from September 2018 to April 2019 and, prior to that, served as our President and Chief Operating Officer (“COO”) from March 2018 to September 2018. •Before joining the Company, Mr. Donald served as CEO and Director of Extended Stay America, Inc., a large North American owner and operator of hotels, and its subsidiary, ESH Hospitality, Inc. (together with Extended Stay America, Inc., “ESH”). •Prior to joining ESH, Mr. Donald served as President, CEO and Director of Starbucks Corporation, a multinational chain of coffeehouses and roastery reserves, President and CEO of regional food and drug retailer, Haggen Food & Pharmacy, Chairman, President and CEO of regional food and drug retailer Pathmark Stores, Inc., and in a variety of other senior and executive roles at Wal-Mart Stores, Inc., Safeway Inc. and Albertson’s, Inc. •Mr. Donald began his grocery and retail career in 1971 with Publix Super Markets, Inc. OTHER BOARD ENGAGEMENT •Mr. Donald has served on the board of Nordstrom, Inc. (“Nordstrom”), a leading fashion retailer, since 2020. SKILLS AND QUALIFICATIONS Mr. Donald’s depth of experience in the retail industry, his expertise across real estate and operations, his decades of leadership roles at consumer-focused companies and his intimate familiarity with the Company makes him a valuable member of our Board.

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Table of ~~Frito-Lay from February 2016 to April 2016; Chief Commercial Officer, North America~~Contents


	Kim Fennebresque Former Senior Advisor to Cowen Group Inc. Age: 72 Director Since: 2015
	Committees:	Compensation Committee (Chair); Audit Committee Independent Director
PROFESSIONAL HIGHLIGHTS •Mr. Fennebresque served as a senior advisor to Cowen Group Inc., a diversified financial services firm, from 2008 to 2020, where he also served as its Chairman, President, and CEO from 1999 to 2008. •He has also served as head of the corporate finance and mergers and acquisitions departments at UBS, a global firm providing financial services, and general partner and co-head of investment banking at Lazard Frères & Co., a leading financial advisory and asset management firm. •From 2010 to 2012, Mr. Fennebresque served as chairman of Dahlman Rose & Co., LLC, an investment bank. •Mr. Fennebresque has also held various positions at First Boston Corporation, an investment bank acquired by Credit Suisse. OTHER BOARD ENGAGEMENT •Mr. Fennebresque has served on the boards of Ally Financial Inc., a financial services company, since 2009 and BlueLinx Holdings Inc., a distributor of building products, since 2013, including its chairperson since 2016. •Mr. Fennebresque served on the boards of Ribbon Communications Inc., a provider of network communications solutions, from October 2017 to February 2020, Delta Tucker Holdings, Inc. (the parent of DynCorp International), a provider of defense and technical services and government outsourced solutions, from May 2015 to July 2017 and Rotor Acquisition Corp., a special purpose acquisition company, from November 2020 to June 2021. SKILLS AND QUALIFICATIONS Mr. Fennebresque’s extensive experience as a director of several public companies and history of leadership in the financial services industry brings corporate governance expertise and a diverse viewpoint to the deliberations of our Board. In addition, Mr. Fennebresque’s deep experience in the financial services industry provides our Board valuable insight into the Company’s risk management, financial performance, and strategic plan.

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Table of ~~PepsiCo from 2014 to February 2016, where he led PepsiCo’s cross-divisional performance across its North American customers; Chief Customer Officer~~Contents


	Chan Galbato CEO of Cerberus Operations and Advisory Company, LLC Age: 59 Director Since: 2021
	Committees:	N/A Co-Chairman of the Board
PROFESSIONAL HIGHLIGHTS •Mr. Galbato is the CEO of Cerberus Operations, the operations platform of Cerberus. He oversees the platform’s operating executives and functional experts to integrate operating expertise within Cerberus’ portfolio companies and investment strategies. •Prior to joining Cerberus in 2009, Mr. Galbato served as President and CEO of the Controls Division of Invensys plc, a multinational engineering and information technology company headquartered in London, United Kingdom, and President of Professional Distribution and Services at The Home Depot, the largest home improvement retailer in the United States. •Mr. Galbato also served as President and CEO of Armstrong Floor Products and prior to that, was the CEO of Choice Parts. •He spent 14 years with General Electric, serving in several operating and finance leadership positions within their various industrial divisions as well as holding the role of President and CEO of Coregis, a GE Capital company. OTHER BOARD ENGAGEMENT •Mr. Galbato has served on the board of Blue Bird Corporation (“Blue Bird”), the leading independent designer and manufacturer of school buses, since February 2015. •Mr. Galbato served on the boards of KORE Group Holdings, Inc., a pioneer in delivering IoT solutions and services, from September 2021 to February 2022 and AutoWeb, Inc., an automotive media and marketing services company, from January 2019 to May 2022. SKILLS AND QUALIFICATIONS Mr. Galbato’s proven track record as an executive and leader in multiple operational and strategic roles at a variety of public and private companies qualifies him to serve as the Co-Chair of the Board. In particular, Mr. Galbato provides our Board with valuable insights into the Company’s operational and organizational strategy and effectiveness.

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Table of ~~Frito-Lay from 2012 to 2014; Senior Vice President and General~~Contents


	Allen Gibson Chief Investment Officer of Centaurus Capital LP Age: 56 Director Since: 2018
	Committees:	Governance Committee; Technology Committee (Co-Chair); Finance Committee Independent Director
PROFESSIONAL HIGHLIGHTS •Since April 2011, Mr. Gibson has served as the Chief Investment Officer of Centaurus Capital LP (“Centaurus”), a private investment partnership with interests in oil and gas, private equity, structured finance, and the debt capital markets. •He has also served as the Investment Manager for the Laura and John Arnold Foundation since 2011. •Prior to Centaurus, Mr. Gibson served as Senior Vice President in institutional asset management at Royal Bank of Canada from February 2008 to April 2011. OTHER BOARD ENGAGEMENT •Mr. Gibson serves on private company boards. SKILLS AND QUALIFICATIONS Mr. Gibson’s knowledge of capital markets enhances the ability of our Board to make prudent financial judgments and provides our Board insight into and understanding of our financial performance and plan.


	Hersch Klaff CEO of Klaff Realty Age: 68 Director Since: 2010 Committees: Finance Committee

PROFESSIONAL HIGHLIGHTS •Mr. Klaff serves as the CEO of Klaff Realty, an investment firm that engages in real estate and private equity transactions focused on the United States and Latin America, which he formed in 1984. •Mr. Klaff began his career as a Certified Public Accountant with the public accounting firm of Altschuler, Melvoin and Glasser. OTHER BOARD ENGAGEMENT •Mr. Klaff served on the board of Energy Vault Holdings, Inc. (formerly Novus Capital Corporation II), a leader in sustainable, grid-scale energy storage solutions, from September 2020 to 2022. SKILLS AND QUALIFICATIONS Mr. Klaff’s real estate, accounting and investment experience, as well as his extensive knowledge of our Company, broadens the scope of our Board’s oversight of our financial performance and strategic planning.

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Table of ~~Frito-Lay’s South business unit from 2011 to 2012; and Senior Vice President, Corporate Strategy and Development~~Contents


	Vivek Sankaran CEO and Director of ACI Age: 59 Director Since: 2019 Committees: N/A

PROFESSIONAL HIGHLIGHTS •Mr. Sankaran has served as our CEO and Director since September 2021, and our CEO, President and Director since April 2019. •Prior to joining the Company, Mr. Sankaran served since 2009 in various leadership and executive positions at PepsiCo, Inc. (“PepsiCo”), a multinational food, snack, and beverage corporation. •From January to March 2019, he served as CEO of PepsiCo Foods North America, a business unit within PepsiCo, where he led PepsiCo’s snack and convenient foods business. •Prior to that position, Mr. Sankaran served as President and COO of Frito-Lay North America, a subsidiary of PepsiCo, from April 2016 to December 2018, its COO from February to April 2016 and Chief Commercial Officer, North America, of PepsiCo from 2014 to February 2016, where he led PepsiCo’s cross divisional performance across its North American customers. •Prior to joining PepsiCo in 2009, Mr. Sankaran was a partner at McKinsey and Company, where he served various Fortune 100 companies, bringing a strong focus on strategy and operations. OTHER BOARD ENGAGEMENT •Mr. Sankaran serves on private company boards. SKILLS AND QUALIFICATIONS Mr. Sankaran’s decades of experience in the food and beverage industry, as well as his management and leadership experience, provides our Board with expertise relevant to our business and our operational, financial and strategic plan.

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Table of PepsiCo from 2009 to 2010. Before joining PepsiCo in 2009, Mr. Sankaran was a partner at McKinsey and Company, where he served various Fortune 100 companies, bringing a strong focus on strategy and operations. Mr. Sankaran co-led the firm’s North American purchasing and supply management practiceContents


	Jay Schottenstein Chairman of the Board and CEO of Schottenstein Corp. Age: 67 Director Since: 2006 Committees: Compensation Committee; Technology Committee

PROFESSIONAL HIGHLIGHTS •Mr. Schottenstein has served as Chairman of the Board of American Eagle Outfitters, Inc., a global specialty retailer, since March 1992 and as its CEO since December 2015, a position in which he previously served from March 1992 to December 2002. •He has also served as Chairman of the Board and CEO of Schottenstein Corp. since March 1992 and as President since 2001. OTHER BOARD ENGAGEMENT •Mr. Schottenstein has served as Executive Chairman of the Board of Designer Brands, Inc. (formerly DSW Inc.), a footwear and accessories retailer, since 2005, and as Chairman of the Board of American Eagle Outfitters, Inc. since March 1992. SKILLS AND QUALIFICATIONS Mr. Schottenstein has deep knowledge of the Company and the retail industry in general. His extensive experience as a chief executive officer and a director of other major publicly owned retailers, and his expertise across operations, real estate, development, brand building and team management, gives him and our Board valuable knowledge and insight to oversee our operations.

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	Alan Schumacher Former Member of the Federal Accounting Standards Advisory Board Age: 75 Director Since: 2015
	Committees:	Audit Committee (Chair); Governance Committee Independent Director
PROFESSIONAL HIGHLIGHTS •Mr. Schumacher worked for 23 years at American National Can Corporation and American National Can Group, where he served as Executive Vice President and Chief Financial Officer (“CFO”) from 1997 until his retirement in 2000, and Vice President, Controller and Chief Accounting Officer from 1985 until 1996. •Mr. Schumacher served as a member of the Federal Accounting Standards Advisory Board from 2002 through June 2012. OTHER BOARD ENGAGEMENT •Mr. Schumacher has served on the boards of Warrior Met Coal, Inc. (“Warrior Met Coal”), a leading producer and exporter of metallurgical coal for the global steel industry, since April 2017, Evertec Inc. (“Evertec”), a leading electronic transactions and technology company in Latin America, since 2015 and Blue Bird since 2008. Mr. Schumacher serves on the audit committees of Warrior Met Coal, Evertec and Blue Bird. Our Board has determined that simultaneous service on more than three audit committees of public companies by Mr. Schumacher does not impair his ability to serve on our Audit Committee nor does it represent or in any way create a conflict of interest for the Company. •Mr. Schumacher served on the board of BlueLinx Holdings Inc., a distributor of building products, from May 2004 to May 2021. SKILLS AND QUALIFICATIONS Mr. Schumacher’s experience as a board member of several public companies including his deep understanding of accounting principles and his experience in risk management, expands the breadth of our Board’s expertise in accounting and financial reporting oversight and risk management.

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	Brian Kevin Turner Former CEO of Core Scientific and COO of Microsoft Corporation Age: 57 Director Since: 2020
	Committees:	Compensation Committee; Technology Committee (Co-Chair) Former Senior Advisor to our CEO Vice Chairman of the Board
PROFESSIONAL HIGHLIGHTS •Mr. Turner served as President and CEO of Core Scientific, an emerging leader in blockchain and artificial intelligence infrastructure, hosting, transaction processing and application development, from July 2018 to May 2021. •He served as Vice Chairman and Senior Advisor to our CEO from August 2017 to February 2020. •From August 2016 to January 2017, Mr. Turner served as CEO of Citadel Securities and Vice Chairman of Citadel LLC (“Citadel”), global financial institutions. •Prior to Citadel, Mr. Turner served as COO of Microsoft Corporation, an American multinational technology corporation, from 2005 to 2016, and as CEO and President of Sam’s Club, an American chain of membership-only retail warehouse clubs owned and operated by Walmart Inc., from 2002 to 2005. •Between 1985 and 2002, Mr. Turner held several positions of increasing responsibility with Wal-Mart, including Executive Vice President and Global Chief Information Officer from 2001 to 2002. OTHER BOARD ENGAGEMENT •Mr. Turner was a member of the board of Nordstrom from 2010 to May 2020. SKILLS AND QUALIFICATIONS Mr. Turner’s strategic and operational leadership skills and expertise in online worldwide sales, global operations, supply chain, merchandising, branding, marketing, information technology and public relations provide our Board with valuable insight relevant to our business.

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	Mary Elizabeth West Senior Advisor with McKinsey & Company Age: 59 Director Since: 2020
	Committees:	Compensation Committee; Governance Committee Independent Director
PROFESSIONAL HIGHLIGHTS •Ms. West serves as a Senior Advisor with McKinsey & Company. •Ms. West served as the Senior Vice President and Chief Growth Officer of The Hershey Company (“Hershey”), one of the largest chocolate manufacturers in the world, from May 2017 to January 2020. She drove Hershey’s growth and marketing strategies as well as communication, disruptive innovation, research and development, and mergers and acquisitions. Ms. West ignited the transformation of the company’s offerings beyond chocolate into snack categories. •Prior to Hershey, Ms. West was at J.C. Penny Company, Inc., an American department store chain, after having served on its board from November 2005 to May 2015. •From 2012 to 2014, Ms. West served as Executive Vice President, Chief Category and Marketing Officer of Mondelez International, Inc., the snack foods division spun off from Kraft Foods, Inc. (“Kraft Foods”) in 2012. •Ms. West began her career at Kraft Foods and served in various capacities over the course of 21 years and was named its Chief Marketing Officer in 2007. During her tenure at Kraft Foods, Ms. West was involved with some of the food industry’s most iconic brands such as Kraft Macaroni and Cheese, Oreo, and Maxwell House coffee. OTHER BOARD ENGAGEMENT •Ms. West has served on the boards of Hasbro, Inc. a global play and entertainment company, since June 2016 and Lowe’s Inc., a home improvement retailer, since April 2021. SKILLS AND QUALIFICATIONS Ms. West’s proven track record of innovation and transformation across myriad facets of retail brings to our Board extensive food and retail industry experience. Ms. West provides our Board with expertise in marketing, brand building and strategic and operational planning for consumer-focused companies.

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	Scott Wille Senior Managing Director and Head of Consumer and Retail Private Equity at Cerberus Age: 41 Director Since: 2020 Committees: Governance Committee; Finance Committee

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

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Corporate Governance

Director Nomination Process

The Governance Committee is responsible for facilitating director assessments, identifying skills and expertise that candidates should possess, and screening, selecting, and recommending candidates for approval by our Board, including nominees submitted by stockholders. Although our Board retains ultimate responsibility for approving candidates for election, the Governance Committee conducts the initial screening and evaluation. In evaluating director candidates, the Governance Committee follows the director qualification standards laid out in the Corporate Governance Guidelines of our Board. The Board has not established any minimum qualifications that must be met by a director candidate or identified any set of specific qualities or skills that it deems to be mandatory. In evaluating any nomination, the Governance Committee seeks to achieve a balance of knowledge, experience, and capability on the ~~leadership team~~Board. Some of the ~~North American retail practice. Mr. Sankaran also serves on~~factors that are taken into consideration in evaluating the ~~board~~suitability of ~~directors of The Guardian Life Insurance Company of America, one of the nation’s largest mutual life insurers, where he also serves as a~~individual Board member of the human resources and governance committee. Mr. Sankaran has an MBA from the University of Michigan, a master’s degree in manufacturing from the Georgia Institute of Technology and a bachelor’s degree in mechanical engineering from the Indian Institute of Technology in Chennai.

~~Jim Donald~~, ~~Co-Chairman~~. Mr. Donald has served as our Co-Chairman and has been a member of our board of directors since April 2019. Prior to that, Mr. Donald served as our President and Chief Executive Officer from September 2018 to April 2019 and, prior to that, served as President and Chief Operating Officer from joining ACI in March 2018 to September 2018. Previously, Mr. Donald served as Chief Executive Officer 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”), from February 2012 to July 2015, and as Senior Advisor of ESH from August 2015 to December 2015. Prior to joining ESH, Mr. Donald served as President, Chief Executive Officer and Director of Starbucks Corporation, President and Chief Executive Officer of regional food and drug retailer Haggen Food & Pharmacy, Chairman, President and Chief Executive Officer 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. (“Safeway”) and Albertson’s, Inc. Mr. Donald began his grocery and retail career in 1971 with Publix Super Markets, Inc. Mr. Donald has served on the board of directors of Nordstrom, Inc., a leading fashion retailer, since April 2020, on the Advisory Board of Jacobs Holding AG, a Switzerland-based global investment firm, since 2015, and as a member of the board of directors at Barry Callebaut

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~AG, a Switzerland-based manufacturer of chocolate and cocoa, from 2008 to 2018. Mr. Donald’s decades of~~candidates are experience in ~~the retail industry and his intimate familiarity with the affairs of the Company and the industry~~corporate governance (such as ~~a whole makes him a valuable member of our board of directors.~~

~~Chan W. Galbato~~, ~~Co-Chairman~~. Mr. Galbato has served as our Co-Chairman and has been a member of our board of directors since April 2021. Mr. Galbato is the Chief Executive Officer of Cerberus Operations and Advisory Company, LLC, the operations platform of Cerberus Capital Management, L.P. (“Cerberus”). Mr. Galbato oversees the platform’s operating executives and functional experts to integrate operating expertise within Cerberus’ portfolio companies and investment strategies. Mr. Galbato serves on the board of directors of various Cerberus portfolio companies, including Electrical Components International, FirstKey Homes and Staples Solutions. Mr. Galbato also is a board member for Blue Bird Corporation, a major manufacturer of school buses and aan officer or former Cerberus portfolio company, where he previously served as Chairman, and AutoWeb, Inc., a marketing services company catering to the automotive industry. Mr. Galbato held board memberships for prior Cerberus investments, including Chairman of Avon Products, Chairman of YP Holdings, Chairman of North American Bus Industries, Chairman of Guilford Mills, Director of Steward Health Care, Director of New Avon, Director of Tower International and Director of DynCorp International. Separately, Mr. Galbato served as the Lead Director for Brady Corporation, a publicly-traded manufacturing company. Prior to joining Cerberus in 2009, Mr. Galbato was President and Chief Executive Officer of the Controls Division of Invensys plc and separately, was the President of Services at The Home Depot. Mr. Galbato also held the position of President and Chief Executive Officer of Armstrong Floor Products and prior to that, was the Chief Executive Officer of Choice Parts. He spent 14 years with General Electric, holding several operating and finance leadership positions within their various industrial divisions as well as holding the role of President and Chief Executive Officer of Coregis, a GE Capital company. Before beginning his corporate career, he played professional baseball with the Montreal Expos in their minor league system. Mr. Galbato is an experienced business leader who provides our board of directors with valuable insights into competitive strategy and organizational effectiveness. Mr. Galbato graduated from the State University of New York and received an M.B.A. from the University of Chicago.

~~Sharon Allen~~, ~~Director~~. Ms. Allen has been a member of our board of directors since June 2015. Ms. Allen served as U.S. Chairman of Deloitte LLP from 2003 to 2011, retiring from that position in May 2011. Ms. Allen was also a member of the Global Board of Directors, Chair of the Global Risk Committee and U.S. Representative of the Global Governance Committee of Deloitte Touche Tohmatsu Limited from 2003 to May 2011. Ms. Allen worked at Deloitte for nearly 40 years in various leadership roles, including partner and regional managing partner, and was previously responsible for audit and consulting services for a number of Fortune 500 and large private companies. Ms. Allen is currently an independent director of Bank of America Corporation. Ms. Allen has also served as a director of First Solar, Inc. since 2013. Ms. Allen is a Certified Public Accountant (Retired). Ms. Allen’s extensive leadership, accounting and audit experience broadens the scope of our board of directors’ oversight of our financial performance and reporting and provides our board of directors with valuable insight relevant to our business.

~~Shant Babikian~~, ~~Director~~. Mr. Babikian has been a member of our board of directors since September 2020. Mr. Babikian is a Managing Director at HPS Investment Partners, LLC (“HPS”). Prior to joining HPS in 2014, Mr. Babikian was a Vice President at Oaktree Capital Management, where he focused on investing in privately structured debt and equity transactions. Prior to joining Oaktree, Mr. Babikian was an Analyst in JPMorgan’s Syndicated and Leveraged Finance Group. Mr. Babikian also serves on the boardsofficer of a ~~number of privately held companies. Mr. Babikian brings years of~~publicly-held company), experience ~~in the finance and private equity space to the board of directors. Mr. Babikian holds a BBA with Honors from the CUNY Macaulay Honors Collage at Baruch with a concentration in Economics.~~

~~Steven A. Davis~~, ~~Director.~~ Mr. Davis has been a member of our board of directors since June 2015. Mr. Davis is the former Chairman and Chief Executive Officer of Bob Evans Farms, Inc., a food service and consumer products company, where he served from May 2006 to December 2014. Mr. Davis has also

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Table of investment banking at Lazard Frères & Co. He has also held various positions at First Boston Corporation, an investment bank acquired by Credit Suisse. Mr. Fennebresque’s extensive experience as a director of several public companies and history of leadership in the financial services industry brings corporate governance expertise and a diverse viewpoint to the deliberations of our board of directors.Contents

served as a director of PPG Industries, Inc., a manufacturer and distributor of paints, coatings and specialty materials, since April 2019, Marathon Petroleum Corporation, a petroleum refiner, marketer, retailer and transporter, since 2013, and American Eagle Outfitters, a global apparel and accessories retailer, since October 2020. He previously served as a board member of another publicly-held company, familiarity with the Company, expertise in a specific area of the Company’s operations, expertise in financial markets, education and professional background and existing commitments to other businesses, including other boards of directors. Each candidate nominee must also possess fundamental qualities of intelligence, honesty, demonstrated character and good judgment, high ethics and standards of integrity, fairness and responsibility.

In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

The ~~Legacy Acquisition Corporation, an acquirer~~Governance Committee will consider candidates recommended by other members of ~~companies~~the Board, management and stockholders and may also retain professional search firms to identify candidates. All candidates, including candidates recommended by stockholders, are evaluated on the basis of the same criteria described above.

Nomination Rights and Support Obligations under Certain Agreements

Right to Nominate Directors under the Stockholders’ Agreement

Under the terms of our Stockholders’ Agreement, the Sponsors have the right to designate directors to our Board based on their levels of ownership of our Common Stock. See “- Board Composition” for a discussion of the rights of Sponsors to designate directors to our Board. Additionally, each Sponsor votes the Common Stock owned by them in favor of each other Sponsor’s nominees to the Board.

The current Sponsor nominees are Chan Galbato, Allen Gibson, Hersch Klaff, Jay Schottenstein, Brian Kevin Turner and Scott Wille.

Right to Designate Observers under the Investment Agreement

Under the terms of our Investment Agreement, HPS Investors, as defined in the ~~retail~~Investment Agreement, have the right to nominate directors and ~~restaurant sectors, from November 2017~~observers to ~~November 2020; Sonic,~~our Board based on their level of ownership of our preferred stock. See “- Board Composition” for a quick service drive-thru restaurant chain, from January 2017 until December 2019 when it was sold to private equity, Walgreens Boots Alliance, Inc. (formerly Walgreens Co.), a pharmacy-led wellbeing enterprise, from 2009 to 2015, and CenturyLink, Inc. (formerly Embarq Corporation), a provider of communication services, from 2006 to 2009. Prior to joining Bob Evans Farms, Inc. in 2006, Mr. Davis served in a variety of restaurant and consumer packaged goods leadership positions, including president of Long John Silver’s LLC and A&W Restaurants, Inc. In addition, he held senior executive and operational positions at Yum! Brands, Inc.’s Pizza Hut division and at Kraft General Foods Inc. Mr. Davis has served as a memberdiscussion of the international board of directors for the Juvenile Diabetes Research Foundation since June 2016. Mr. Davis brings to our board of directors extensive strategic, financial and general management leadership experience. In particular, Mr. Davis’ leadership of retail, food service, pharmacies and industrial companies provides our board of directors with valuable insight relevant to our business. He received his MBA from the University of Chicago in 1983 and a BBA from the University of Wisconsin-Milwaukee in 1980. In 2021, the University of Wisconsin-Milwaukee awarded him an Honorary PhD in Business.

~~Kim Fennebresque~~, ~~Director~~. Mr. Fennebresque has been a member of our board of directors since March 2015. Mr. Fennebresque served as a senior advisor to Cowen Group Inc., a diversified financial services firm, from 2008 until 2020, where he also served as its chairman, president and chief executive officer from 1999 to 2008. Mr. Fennebresque has served on the board of directors of Ally Financial Inc., a financial services company, since May 2009, BlueLinx Holdings Inc., a distributor of building products, since May 2013, as Chairperson of BlueLinx Holdings Inc. since May 2016 and on the board of Roto Acquisition Corporation, a special purpose acquisition corporation, since November 2020. Mr. Fennebresque has served as a memberdesignation rights of the ~~Supervisory Board of BAWAG P.S.K., one of Austria’s largest banks, since 2017, and as Deputy Chairman since 2019.~~HPS Investors. Mr. Fennebresque previously served as a director of Ribbon Communications Inc., a provider of network communications solutions, from October 2017 to February 2020, and as a director of 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. From 2010 to 2012, Mr. Fennebresque served as chairman of Dahlman Rose & Co., LLC, an investment bank. He has also served as headBabikian is the current nominee of the ~~corporate finance and mergers and acquisitions departments at UBS and was a general partner and co-head~~HPS Investors.

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~~Allen M. Gibson~~, ~~Director~~. Mr. Gibson has been a member of our board of directors since October 2018. Mr. Gibson is currently the Chief Investment Officer of Centaurus Capital LP and Investment Manager for the Laura and John Arnold Foundation. Mr. Gibson has held both positions since April 2011. Centaurus Capital LP is a private investment partnership with interests in oil and gas, private equity, structured finance and the debt capital markets. Prior to Centaurus Capital LP, Mr. Gibson was a Senior Vice President in institutional asset management at Royal Bank of Canada from February 2008 until April 2011. Mr. Gibson has served as a member

Board Leadership

Separation of the ~~board~~Roles of directors of ARG Realty, a commercial real estate company based in Argentina, since April 2018, Global Atlantic Financial Group, Inc., a brokerage firm, since May 2013, Cell Site Solutions, LLC, a provider of telecom equipment, products and services, since May 2014 and the Tony Hawk Foundation, a youth-oriented charitable foundation, since July 2016.

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Mr. Gibson also serves on the advisory committee of several investment funds, including Cerberus Investment Partners V and Cerberus Investment Partners VI. Centaurus Capital LP is an investor in certain Cerberus funds. Mr. Gibson’s knowledge of capital markets enhances the ability of our board of directors to make prudent financial judgments.

~~Hersch Klaff~~, ~~Director.~~ Mr. Klaff has served as a member of our board of directors since March 2010. Mr. Klaff is the Chief Executive Officer of Klaff Realty, L.P., which he formed in 1984. Mr. Klaff has served on the board of directors of Novus Capital Corporation II, a special purpose acquisition company (SPAC) focused on sustainability and social equity through technological innovation, since September 2020. Mr. Klaff began his career as a Certified Public Accountant with the public accounting firm of Altschuler, Melvoin and Glasser in Chicago. Mr. Klaff’s real estate expertise and accounting and investment experience, as well as his extensive knowledge of our company, broadens the scope of our board of directors’ oversight of our financial performance.

~~Jay L. Schottenstein~~, ~~Director~~. Mr. Schottenstein has served as a member of our board of directors since 2006. Mr. Schottenstein has served as Chairman of the board of directors of American Eagle Outfitters, Inc., a global apparel and accessories retailer, since March 1992 and as Chief Executive Officer since December 2015, a position in which he previously served from March 1992 until December 2002. He has also served as ChairmanChairmen of the Board and ~~Chief Executive Officer of Schottenstein Stores Corp. since March 1992 and as president since 2001. Mr. Schottenstein also served as Executive Chairman~~CEO

Although our Board does not have a formal policy on separation of the ~~Board of Designer Brands, Inc. (formerly DSW Inc.), a footwear and accessories retailer, from March 2005 to April 2009, and as Chairman~~roles of the CEO and Chairman, those roles are separate on our Board. Our Board has two Co-Chairs. The Co-Chairs, Messrs. Donald and Galbato, perform all duties typically performed by a board Chair including presiding over meetings and approving the agendas and schedules of ~~directors of Designer Brands, Inc. since March 2005. Mr. Schottenstein has deep knowledge~~meetings of the ~~Company~~Board. Pursuant to our Corporate Governance Guidelines, since neither of our Board Co-Chairs are members of management, we do not have a Lead Director.

Separation of the Chairman and CEO roles allows us to develop and implement corporate strategy that is consistent with the Board’s oversight role, while facilitating strong day-to-day executive leadership by the CEO. Through the role of the Co-Chairmen, the Board’s committees, and the ~~retail industry in general. His experience as a chief~~regular use of executive officer and a director of other major publicly-owned retailers, and his expertise across operations, real estate, brand building and team management, gives him and our board of directors valuable knowledge and insight to oversee our operations.

~~Alan Schumacher~~, ~~Director.~~ Mr. Schumacher has served as a member of our board of directors since March 2015. Mr. Schumacher has also served on the board of Warrior Met Coal, Inc., a leading producer and exporter of metallurgical coal for the global steel industry, since its initial public offering in April 2017. Mr. Schumacher also currently serves as a director of Evertec Inc., a full-service transaction processing business in Latin America, and Blue Bird Corporation, a school-bus manufacturer. Mr. Schumacher previously served as a director of Quality Distribution Inc., a chemical bulk tank truck operator, Noranda Aluminum Holding Corporation, a producer of aluminum, and BlueLinx Holdings Inc., a distributor of building products. Mr. Schumacher was a membersessions of the ~~Federal Accounting Standards Advisory~~non-management directors, the Board ~~from 2002 through June 2012. Mr. Schumacher currently serves on the respective audit committees~~can maintain independent oversight of ~~Warrior Met Coal, Inc., Evertec Inc.~~risks to our business, our long-term strategies, annual operating plan, and ~~Blue Bird Corp. The board of directors~~other corporate activities. Our Board has determined that the ~~simultaneous service on more than three audit committees~~current structure ensures a full and free discussion of public companies by Mr. Schumacher does not impair his ability to serve on our audit and risk committee nor does it represent or in any way create a conflict of interest for our Company. Mr. Schumacher’s experience as a board director of several public companies, and his deep understanding of accounting principles, provides our board of directors with experience to oversee our accounting and financial reporting.

~~Brian Kevin Turner~~, ~~Vice Chairman~~. Mr. Turner has served as our Vice Chairman since February 2020, after serving as Vice Chairman and Senior Advisor to the Chief Executive Officer since August 2017. Mr. Turner has served as President and Chief Executive Officer of Core Scientific, an emerging leader in blockchain and artificial intelligence infrastructure, hosting, transaction processing and application development, since July 2018. Mr. Turner also serves as Chairman and as a member of the compensation committee of Zayo Group Holdings, Inc., a privately held provider of fiber bandwidth. Mr. Turner was previously a member of the board of directors of Nordstrom, Inc., from 2010 to May 2020, and Chief Executive Officer of Citadel Securities and Vice Chairman of Citadel LLC, global financial institutions, from August 2016 to January 2017. He served as Chief Operating Officer of Microsoft Corporation from 2005 to 2016, and as Chief Executive Officer and President of Sam’s Club, a subsidiary

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

of Wal-Mart, from 2002 to 2005. Between 1985 and 2002, Mr. Turner held a number of positions of increasing responsibility with Wal-Mart, including Executive Vice President and Global Chief Information Officer from 2001 to 2002. Mr. Turner’s strategic and operational leadership skills and expertise in online worldwide sales, global operations, supply chain, merchandising, branding, marketing, information technology and public relations provide our board of directors with valuable insight relevantissues that are important to our ~~business.~~

~~Mary Elizabeth West~~, ~~Director. Ms. West has served as a member~~stockholders and provides an appropriate oversight over management that serves the interests of our ~~board~~stockholders.

Separate Sessions of directors since October 2020. Ms. West has a proven track record of innovation and transformation across myriad facets of retail. Ms. West began her career at Kraft Foods, Inc., and over the course of 21 years of working on some of the food industry’s most iconic brands like Kraft Macaroni and Cheese, Oreo and Maxwell House coffee, she was named Chief Marketing Officer in 2007. When Kraft Foods spun their snack foods division off in 2012, Ms. West went with the new company, Mondelez International, Inc., and served as Executive Vice President, Chief Category and Marketing Officer from 2012 to 2014. When Ms. West left Mondelez, she joined J.C. Penney Company, Inc. in 2015, after having served on their board of directors from November 2005 to May 2015. Ms. West was then tapped by The Hershey Company in May 2017 for its Senior Vice President and Chief Growth Officer. Ms. West drove the company’s growth and marketing strategies as well as communication, disruptive innovation, research and development, and mergers and acquisitions, and ignited the transformation of the company’s offerings beyond chocolate into snack categories, retiring from the company in January 2020. Ms. West is currently a senior advisor with McKinsey & Co. Ms. West bringsNon-Management Directors

Pursuant to our board of directors extensive experience in some of the food and retail industry’s most respected companies. Ms. West earned an M.B.A. in Marketing from Columbia University and a B.S. in Management from Nazareth College of Rochester. Ms. West is currently a member of the board of directors of Hasbro, Inc., a position she has held since June 2016.

~~Scott Wille~~, ~~Director~~. Mr. Wille has served as a member of our board of directors since October 2020. Mr. Wille is currently a Senior Managing Director and Head of Consumer and Retail Private Equity at Cerberus, which he joined in 2006. Since 2016, Mr. Wille has been a member of Cerberus’ Private Equity Investment Committee. Prior to joining Cerberus, Mr. Wille worked in the leveraged finance group at Deutsche Bank Securities Inc. from 2004 to 2006. Mr. Wille previously served as a director of the Company from January 2015 to June 2020. Mr. Wille has served as a director of NexTier Oilfield Solutions Inc., a provider of hydraulic fracturing, wireline technologies and drilling services, since March 2011. In addition, Mr. Wille currently serves as a director of Off Lease Only, the largest independent used car dealer in Florida. Previously, Mr. Wille served as a director of Remington Outdoor Company, Inc., a designer, manufacturer and marketer of firearms, ammunition and related products, from February 2014 to March 2018, and as a director of Tower International, Inc., a manufacturer of engineered structural metal components and assemblies, from September 2010 to October 2012. Mr. Wille’s experience in the financial and private equity industries, and his in-depth knowledge of the Company and industry, are valuable to the board of director’s understanding of the Company and its financial performance.

~~Family Relationships~~

None of our officers or directors has any family relationship with any director or other officer. “Family relationship” for this purpose means any relationship by blood, marriage or adoption, not more remote than first cousin.

12

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~Corporate Governance~~

~~Code of Business Conduct and Ethics~~

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. We have made a current copy of the code available on our website, ~~http://www.albertsonscompanies.com~~. In addition, we intend to post on our website all disclosures that are required by law or New York Stock Exchange (“NYSE”) listing standards concerning any amendments to, or waivers from, any provision of the code.

Corporate Governance Guidelines

~~We have adopted corporate governance guidelines in accordance with~~ and the ~~corporate governance~~ rules of the NYSE, ~~as applicable, that serve as a flexible framework within which~~ our ~~board of~~non-management directors and its committees operate. These guidelines cover a number of areas, including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of our board of directors and Chief Executive Officer,periodically meet in executive sessions ~~standing board committees, board member access to management and independent advisors, director communications~~ with ~~third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.~~

~~Board Composition~~

Our business and affairs are currently managed by our board of directors. Our board of directors currently has 14 members. As presently situated, the board of directors is comprised of one member of management (Mr. Sankaran), two formerno members of management ~~(Mr. Donald~~present. Our Board Co-Chairs chair the meetings, and ~~Mr. Turner), two~~in their absence, the non-management directors ~~affiliated with Cerberus (Mr. Galbato~~will select a director present at the meeting to chair the meeting.

Board Independence

As discussed above, we are a controlled company. As such, the majority of our Board is not independent, and Mr. Wille), one director affiliated with each of Klaff Realty, L.P. (Mr. Klaff), Schottenstein Stores Corp. (Mr. Schottenstein) and HPS (Mr. Babikian), and six independent directors (see below). Memberswe utilize exemptions permitted under the NYSE corporate governance requirements for purposes of the ~~board~~composition of ~~directors are elected at~~ our ~~annual meeting~~Compensation and Governance Committees.

The Board, in coordination with our Governance Committee, and with assistance of ~~stockholders~~the Company’s General Counsel, followed the applicable NYSE tests to ~~serve for a term~~determine the independence of ~~one year or until their successors have been elected and qualified, subject to prior death, resignation, retirement or removal from office.~~

~~Director Independence~~

~~Our board~~the Board members. On the basis of ~~directors has~~this review, the Board affirmatively determined that ~~Sharon~~(a) Mmes. Allen ~~Steven A.~~and West and Messrs. Davis, ~~Kim~~ Fennebresque, ~~Allen M.~~ Gibson ~~Alan~~and Schumacher ~~and Mary Elizabeth West~~ are independent directors under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)., (b) each of Messrs. Davis, Fennebresque and Schumacher meet all applicable requirements for membership in the Audit Committee, and (c) each of Messrs. Davis, Fennebresque and Schumacher qualifies as “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC, and satisfy the NYSE’s financial experience requirements.

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Director Qualifications

Our Corporate Governance Guidelines contain Board ~~Leadership Structure~~

~~Our board of directors does not have a formal policy~~membership criteria which are set as broad tenets rather than as specific weighted criteria. To carry out its responsibilities and to set the appropriate tone at the top, our Board is keenly focused on whether the roles of Chief Executive Officer and Chairman of the board of directors should be separate. Presently, Vivek Sankaran serves as our Chief Executive Officer and Jim Donald and Chan W. Galbato are our Co-Chairmen. Our board of directors has considered its leadership structure, and ~~believes at this time~~the character, integrity, and qualifications of its members. Our directors have a proven record of accomplishment and an ability to exercise sound and independent judgment in a collegial manner.

CORE ATTRIBUTES OF OUR DIRECTORS

ü High ethics and standards of integrity, fairness, and responsibility

ü Demonstrated character and good judgment

ü Fundamental qualities of intelligence and honesty

ü Proven leadership and management skills

ü Commitment to Board participation and contribution, including regularly attending Board meetings

Our directors complement each other in their mix of skills by bringing to the Board expertise and experience in the retail industry, capital markets, financial management, real estate, cybersecurity, technology, strategic planning, and corporate governance. Additionally, in selecting Board members, our Governance Committee follows applicable regulations to ensure that our Board includes members who are independent and possess financial literacy and expertise.

We believe that each of our directors meet the criteria set forth in our Corporate Governance Guidelines. As noted in the director biographies, our directors have experience, qualifications, and skills across a wide range of public and private companies, possessing a broad spectrum of experience both individually and collectively. The following matrix summarizes the core competencies of each nominee’s strengths and contributions to the Board.

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Board Diversity

Our Board broadly construes diversity to mean diversity of backgrounds, experience, qualifications, skills, age and expertise, among other factors, which when taken together best serve our Company and ~~its stockholders are best served by having these positions divided. Dividing these roles allows for increased focus, as each person can devote their attention~~our stockholders. In selecting board members, our Board considers, in addition to ~~one job, while fostering accountability and effective decision-making. By dividing these roles, each person is better able to successfully address both internal and external issues affecting~~ the ~~Company. While~~core attributes, the ~~roles~~range of ~~Chief Executive Officer and Chairman will remain separate, having Co-Chairmen allows each to draw on their extensive knowledge~~talents, experience and expertise that are needed and would complement those that are currently represented on the Board. The Board seeks to ~~set the agenda for~~achieve a mix of members whose experience and ~~ensure the appropriate focus on issues of concern~~backgrounds are relevant to the ~~board~~Company’s strategic priorities and the scope and complexity of ~~directors. Our Co-Chairmen are jointly responsible for presiding over and approving the agendas and schedules of meetings~~our business.

The following presentation highlights some of the ~~board~~diversity metrics of ~~directors. They are also responsible, along with members of the Compensation Committee and the board of directors as a whole, for evaluating the performance of the Chief Executive Officer.~~

our Board.

Age/Gender/Racial

13

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Table of ~~directors and its committees.~~Contents

~~Our board of directors expects to periodically review its leadership structure to ensure that it continues to meet our needs.~~

Role of Board in Risk Oversight

~~While the full board of directors has the ultimate oversight~~

The Board maintains overall responsibility for overseeing and managing the Company’s risks including financial and non-financial risk, ~~management process,~~reputational harm, regulatory compliance, risks related to ESG policies, succession planning, food safety and information and cybersecurity. In furtherance of its ~~committees oversee risk in certain specified areas. In particular, our~~responsibility, the Board has delegated specific risk-related responsibilities to its committees. Our Audit ~~and Risk~~ Committee oversees management of enterprise risks as well as, along with our Finance Committee, financial risks. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our Governance Committee oversees risks associated with corporate governance, compliance, and non-financial regulatory risks as well as risks associated with our sustainability and ESG practices. Our Technology Committee is responsible for overseeing the management of our IT structure and risks associated with ITinformation technology and cybersecurity. Our Governance, Compliance and ESG Committee oversees risks associated with corporate governance, as well as the management of the compliance and regulatory risks we face and risks associated with business conduct and ethics. Pursuant to our board of directors’ instruction, managementManagement regularly reports ~~on applicable risks~~ to the ~~relevant~~applicable committee or the ~~full board of directors,~~Board as appropriate, ~~with additional review or reporting~~ on ~~risks conducted as needed or as requested by our board~~material risks. Each committee also provides a report to the full Board at every meeting regarding the issues discussed and actions taken at the preceding committee meeting.

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Board

Our full Board has the ultimate oversight responsibility of our risk management process.

AUDIT COMMITTEE

Oversees the quality and integrity of our financial reporting including compliance with legal and financial regulatory requirements.

COMPENSATION COMMITTEE

Responsible for overseeing the management of risks related to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers.

TECHNOLOGY COMMITTEE

Responsible for overseeing the management of our IT structure and risks associated with IT and cybersecurity.

GOVERNANCE COMMITTEE

Oversees risks associated with corporate governance, the Company’s non-financial regulatory, ethics and compliance programs and ESG practices.

FINANCE COMMITTEE

Oversees management of financial risks.

Management

Management regularly reports on applicable risks to the relevant committee or the Board, as appropriate, with additional review or follow-up as needed or as requested by the committees or the Board.

Board ~~of Director~~ Meetings

During fiscal ~~2020, the board of directors~~2021, our Board met ~~19 times, the Audit and Risk Committee met six times, the Compensation Committee met six times and the Governance, Compliance and ESG Committee met four~~10 times. All directors attended more than seventy-five percent (75%) of ~~our~~all meetings held by committees on which such director served. Except for Mr. Schottenstein, all directors attended at least ~~75%~~seventy-five percent (75%) of all Board meetings.

Pursuant to our Corporate Governance Guidelines, each director is expected to attend in person our annual meeting of stockholders, absent extraordinary circumstances. The 2021 annual meeting was virtual-only, and eight directors attended virtually.

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Corporate Governance Policies and Charters

The following documents make up our corporate governance framework:

• Corporate Governance Guidelines

• Audit and Risk Committee Charter (“Audit Committee Charter”)

• Governance, Compliance and ESG Committee Charter
(“Governance Committee Charter”)

• Compensation Committee Charter
(“Compensation Committee Charter”)

• Finance Committee Charter
(“Finance Committee Charter”)

• Technology Committee Charter
(“Technology Committee Charter”)

Current copies of the ~~aggregate number~~above policies and guidelines are available publicly on our website at https://www.albertsonscompanies.com/investors under the “Governance” tab.

Code of ~~meetings~~Business Conduct and Ethics

We have also adopted a Code of Business Conduct and Ethics, which applies to directors, executive officers and employees. The Code of Business Conduct and Ethics sets forth our policies on critical issues such as conflicts of interest, insider trading, protection of our property, business opportunities and proprietary information. We will post on our website any amendment to, or a waiver from, a provision of the ~~board~~Code of Business Conduct and ~~committees~~Ethics for executive officers and directors that has been approved by our Board. The Code of Business Conduct and Ethics is available on our website at https://albertsonscompanies.com/investors under the ~~board on which the director served. In addition, our independent directors regularly meet~~“Governance” tab and is also available in ~~executive session. There is no specified chair of such executive sessions.~~

~~Controlled Company~~

Cerberus, Klaff Realty, L.P., Schottenstein Stores Corp., Lubert-Adler Partners, L.P. and Kimco Realty Corporation (collectively, the “Sponsors”), as a group, control a majority of our outstanding voting securities. As a result, we are a “controlled company” within the meaning of the NYSE corporate governance standards. Under NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect notprint to ~~comply with certain NYSE corporate governance requirements, including:~~

~~the requirement that a majority of the board of directors consist of independent directors;~~

the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

~~the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and~~

~~the requirement for an annual performance evaluation of the nominating and corporate governance committee and the compensation committee.~~

We currently utilize these exemptions. As a result, we do not have a majority of independent directors nor do our Governance, Compliance and ESG Committee and Compensation Committee consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

~~In the event that we cease to be a controlled company within the meaning of these rules, we will be required to comply with these provisions after specified transition periods.~~

14

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

any stockholder upon request.

More specifically, if we cease to be a controlled company within the meaning of these rules, we will be required to (i) satisfy the majority independent board requirement within one year of our status change, and (ii) have (a) at least one independent member on each of our Governance, Compliance and ESG Committee and Compensation Committee by the date of our status change, (b) at least a majority of independent members on each committee within 90 days of the date of our status change and (c) fully independent committees within one year of the date of our status change.

Board Committees

Our ~~board of directors~~Board currently has ~~assigned certain of its responsibilities to permanent~~five committees ~~consisting of board members appointed by it. Our board of directors has an~~– Audit ~~and Risk~~ Committee, Compensation Committee, Governance ~~Compliance and ESG~~ Committee, Technology Committee and the Finance ~~Committee,~~Committee. The current composition of each of ~~which have~~ the ~~composition and responsibilities described~~committees is set forth below.

Board Members	Audit	Compensation	Gov/Compliance/ESG	Technology	Finance
Sharon Allen*
Shant Babikian
Steven Davis*
James Donald Board Co-Chair
Kim Fennebresque*
Chan Galbato Board Co-Chair
Allen Gibson*
Hersch Klaff
Vivek Sankaran
Jay Schottenstein
Alan Schumacher*
Brian Kevin Turner
Mary Beth West*
Scott Wille

Chairperson

Member

*

Independent Director

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Audit Committee	Members:	Number of Meetings Held
	Alan Schumacher (Chair)	During Fiscal 2021: 7
	Steven Davis
	Kim Fennebresque
The Audit Committee assists our Board in its oversight responsibilities relating to the integrity of our financial statements, our compliance with legal and regulatory requirements (to the extent not otherwise handled by our Governance Committee), our independent auditor’s qualifications and independence and the establishment and performance of our internal audit function and the performance of the independent auditor. Our Board has affirmatively determined that each of the three members of the Audit Committee qualify as an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. Each of the Audit Committee members satisfies the standards for independence of the NYSE and the SEC as they relate to audit committees. The Audit Committee is governed by the Audit Committee Charter which sets forth the purpose and responsibilities of this committee. FUNCTIONS Some of the key functions of the Audit Committee are the following: • assisting the Board in its oversight responsibilities regarding (1) the reliability and integrity of our financial accounting policies and financial reporting processes, (2) performance of our internal audit function, (3) enterprise risk management, including major financial risk exposure, (4) our systems of internal control and (5) our accounting and auditing processes generally; • appointing, retaining, compensating, evaluating, and replacing our independent registered public accountant; • approving audit and non-audit services to be performed by the independent registered public accountant; and • establishing procedures for the receipt, retention, and resolution of complaints regarding accounting, internal control or auditing matters submitted confidentially and anonymously by employees through the whistleblower hotline. The Audit Committee meets on a quarterly basis with Company management and Deloitte and Touche to discuss, among other items, the earnings press release related to the quarter and the year (as applicable), the Company’s financial statements for the applicable period and any changes in significant accounting policies and its impact on the Company’s financial statements. The Audit Committee also meets regularly with Deloitte and Touche in executive sessions without the presence of members of management. The Board has also delegated its authority to approve related party transactions to the Audit Committee. The Company’s written policy regarding approval of related party transactions provides that management must present to the Audit Committee all potential related party transactions including the related party’s interest in the transaction, nature of the transaction, material terms and the maximum dollar value of the transaction. The Audit Committee approves related party transactions based upon the determination of whether the transaction is fair and in the best interest of the Company. See “- Certain Relationships and Related Party Transactions” for further details on the approval of related party transactions.

33

Table of ~~the committee. The Governance, Compliance and ESG Committee is primarily concerned with~~Contents

Approval of Audit and ~~Risk~~Non-Audit Services

The Audit Committee

~~Our Audit~~ approves all audit and ~~Risk Committee consists of Steven A. Davis, Kim Fennebresque~~permissible non-audit services above a de-minimis threshold (including the fees and ~~Alan Schumacher, with Mr. Schumacher serving as chair~~terms of the ~~committee. The committee assists~~services) performed for the ~~board of directors in its oversight responsibilities relating~~Company by Deloitte and Touche prior to the integrity of our financial statements, our compliance with legal and regulatory requirements (to the extent not otherwise handled by our Governance, Compliance and ESG Committee), our independent auditor’s qualifications and independence and the establishment and performance of our internal audit function and the performance of the independent auditor. We have three independent directors serving on ourtime that those services are commenced. The Audit and Risk Committee. Our board of directors has determined that Mr. Schumacher has the attributes necessary to qualify him as an “audit committee financial expert” as defined by applicable rules of the SEC. Our board of directors has adopted a written charter under which the Audit and Risk Committee ~~operates.~~

~~Compensation Committee~~

Our Compensation Committee consists of Sharon Allen, Kim Fennebresque, Jay L. Schottenstein, Brian Kevin Turner and Mary Elizabeth West, with Mr. Fennebresque serving as chair of the committee. The Compensation Committee of the board of directors is authorized to review our compensation and benefits plans to ensure they meet our corporate objectives, approve the compensation structure of our executive officers, evaluate our executive officers’ performance and advise on salary, bonus and other incentive and equity compensation, monitor succession planning and review management’s culture, diversity and inclusion policies and initiatives. Our board of directors has adopted a written charter under which the Compensation Committee operates.

~~Technology Committee~~

Our Technology Committee consists of Allen M. Gibson, Jay L. Schottenstein and Brian Kevin Turner, with Messrs. Gibson and Turner serving as co-chairs of the committee. The purpose of the Technology Committee is to, among other things, meet with our technology leaders to review our internal technology development activities and provide input asmay, when it deems appropriate, ~~review technologies that we consider~~form and delegate this authority to a sub-committee consisting of one or more Audit Committee members, including the authority to grant pre-approvals of audit and permitted non-audit services. The decision of such sub-committee is presented to the full Audit Committee at its next meeting. The Audit Committee pre-approved all fees for ~~implementation~~fiscal 2021 noted in the table below.

Fees Paid to Independent Registered Public Accounting Firm

We paid the following fees (in thousands) to Deloitte and ~~review our development of our technical goals~~Touche and ~~strategies. Our board of directors~~its affiliates for professional services rendered by them during the 2021 and 2020 fiscal years, respectively:

Fees	Fiscal 2021		Fiscal 2020
Audit⁽¹⁾	$	5,490	$	5,400
Audit Related⁽²⁾	$	335	$	800
Tax⁽³⁾	$	575	$	1,500
Other⁽⁴⁾	$	-	$	30
Total	$	6,400	$	7,730

⁽¹⁾

Fees for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports. Also includes audit services provided in connection with other statutory and regulatory filings.

⁽²⁾

Fees for mergers and acquisitions due diligence, accounting consultations and employee benefit plans.

⁽³⁾

Fees related to professional services rendered in connection with tax compliance and preparation related to tax returns and tax audits, as well as for tax consulting and tax planning.

⁽⁴⁾

Fees for services other than the services reported above.

Audit Committee Report

The Audit Committee has ~~adopted a written charter under which~~reviewed and discussed with management the ~~Technology Committee operates.~~

~~Finance Committee~~

~~Our Finance Committee consists of Shant Babikian, Steven A. Davis, Allen M. Gibson, Hersh Klaff~~Company’s audited financial statements for the 2021 fiscal year. We have discussed with Deloitte and ~~Scott Wille, with Mr. Davis serving as chair~~Touche the matters required to be discussed by the applicable requirements of the ~~committee. The purpose~~Public Company Accounting Oversight Board (PCAOB) and the SEC. We have received the written disclosures and the letter from Deloitte and Touche as required by the applicable requirements of the ~~Finance~~PCAOB regarding the independent accountant’s communications with the Audit Committee isconcerning independence and have discussed with Deloitte and Touche its independence. Based on the above review and discussions, we recommended to ~~among other things, assist~~ the ~~board of directors~~Board that the audited financial statements for the Company be included in ~~its oversight of~~ the Company’s ~~capital structure and financial resources, other issues of financial significance and related financial risks. Our board of directors has adopted a written charter under which~~2021 Form 10-K for filing with the ~~Finance Committee operates.~~

15

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

SEC.

~~TABLE OF CONTENTS~~Respectfully submitted,

~~Governance, Compliance and ESG Committee~~

~~Our Governance, Compliance and ESG Committee consists of Sharon Allen, Allen M. Gibson,~~

Alan Schumacher ~~Mary Elizabeth West and Scott Wille, with Ms. Allen serving as chair~~(Chair)
Steven Davis
Kim Fennebresque

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Compensation Committee	Members:	Number of Meetings Held
	Kim Fennebresque (Chair)	During Fiscal 2021: 5
	Sharon Allen
	Jay Schottenstein
	Brian Kevin Turner
	Mary Elizabeth West
The Compensation Committee is governed by the Compensation Committee Charter, which sets forth the purpose and responsibilities of the committee. FUNCTIONS The functions of the Compensation Committee include the following: • making recommendations to the Board on the Company’s general compensation philosophy and objectives and on all matters of policy and procedures relating to executive compensation; • determining and approving the CEO’s compensation; • determining and approving the compensation of the non-CEO NEOs and reviewing the compensation of certain other executive officers; • administering (to the extent such authority is delegated by the Board to the Compensation Committee) the incentive compensation and equity-based plans and recommending to the Board any modifications of such plans; • validating and approving the achievement of performance levels under the Company’s incentive compensation plans; and • developing a succession planning program for the CEO and senior management.

Governance Committee	Members:	Number of Meetings Held
	Sharon Allen (Chair)	During Fiscal 2021: 4
	Allen Gibson
	Alan Schumacher
	Mary Elizabeth West
	Scott Wille
The Governance Committee is governed by the Governance Committee Charter setting forth the purpose and responsibilities of this committee. FUNCTIONS The functions of the Governance Committee include the following: • identifying individuals qualified to become Board members and evaluating candidates for Board membership; • recommending to the Board the director nominees for election or to fill any vacancies on the Board or a committee and newly created directorships on the Board; • developing and recommending to the Board a set of corporate governance guidelines and reviewing and reassessing the adequacy of such guidelines at least annually; • overseeing the Board’s annual self-evaluation process and the Board’s evaluation of management; • periodically reviewing the criteria for the selection of new directors to serve on the Board and recommending any proposed changes to the Board for approval; • periodically reviewing and making recommendations regarding the composition and size of the Board or each of the Board’s committees; • providing oversight and recommendation to the Board regarding effectiveness of the Company’s ethics and compliance programs, governance framework, non-financial risk management and any significant legal or regulatory compliance exposure; and • providing oversight and recommendation to the Board regarding Company’ ESG strategy, initiatives, and policies.

35

Table of our board of directors, selecting the director nominees for the next annual meeting of stockholders, selection of the director candidates to fill any vacancies on our board of directors and the development of our corporate governance guidelines and principles. The Governance, Compliance and ESG Committee does not maintain a policy for considering nominees but believes the members of the committee have sufficient background and experience to review nominees competently. While the board of directors is solely responsible for the selection and nomination of directors, the Governance, Compliance and ESG Committee may consider nominees recommended by stockholders as deemed appropriate. The Governance, Compliance and ESG Committee evaluates each potential nominee in the same manner regardless of the source of the potential nominee’s recommendation. In addition, the Governance, Compliance and ESG Committee assists the Company in implementing and overseeing our compliance, ethics and ESG programs, policies and procedures that are designed to both respond to the various compliance and regulatory risks facing our Company and engage and initiate our ESG strategy. The Governance, Compliance and ESG Committee monitors our performance with respect to such programs, policies and procedures. Our board of directors has adopted a written charter under which the Governance, Compliance and ESG Committee operates.Contents

~~ESG Initiatives~~

In fiscal 2020 and into fiscal 2021, the Company, with the oversight of the Governance, Compliance and ESG Committee, increased its focus on several ESG initiatives that matter to our customers, associates and stockholders. As we continue our transformation in fiscal 2021, we believe that we can do good for our communities and achieve our financial and operating goals. Over the previous year, we completed a new ESG materiality assessment, which will be the foundation for our ESG strategy and initiatives going forward, with particular attention to the following areas:

~~Climate Action;~~

~~Diversity, Equity and Inclusion;~~

~~Waste Reduction and Circularity; and~~

~~Community Stewardship.~~

We have also committed to setting a science-based target to reduce carbon emissions. As a newly-public company, we will continue our communications with our customers, associates and stockholders regarding our ESG initiatives in fiscal 2021 and beyond, including in our recent 2020 Annual Report and upcoming 2020 ESG Report.

Technology Committee	Members:	Number of Meetings Held
	Allen Gibson (Co-Chair)	During Fiscal 2021: 4
	Brian Kevin Turner (Co-Chair)
	Jay Schottenstein
The Technology Committee is governed by the Technology Committee Charter, which sets forth the purpose and responsibilities of the committee. FUNCTIONS The functions of the Technology Committee include the following: • reviewing the Company’s technology strategy and emerging technology issues and trends that may impact the Company’s business strategy; • overseeing the Company’s technology planning and development process to support the Company’s growth objectives; • overseeing the Company’s technology risk management, including the Company’s programs, policies, practices and safeguards for information technology, cybersecurity and data security; • approving management’s annual plan and budget for investments in technology; and • reviewing management’s 5-year capital plan for investments in technology.

Finance Committee	Members:	Number of Meetings Held
	Steven Davis (Chair) Shant Babikian Allen Gibson Hersch Klaff Scott Wille	During Fiscal 2021: 8

The Finance Committee is governed by the Finance Committee Charter, which sets forth the purpose and responsibilities of the committee.

FUNCTIONS

The functions of the Finance Committee include the following:

• 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;

• reviewing strategies and plans for significant transactions;

• reviewing the Company’s insurance programs;

• approving significant borrowings and issuances of debt or security; and

• reviewing and approving plans for capital expenditures and significant capital investments.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has at any time during the past year been an officer or employee of ~~ours.~~the Company. None of our executive officers serves as a member of the Compensation Committee or board of ~~directors of~~ any other entity that has an executive officer serving as a member of our ~~board of directors~~Board or Compensation Committee.

36

16

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Director Compensation

~~Chairman Emeritus Agreement~~

Our director compensation program is designed to attract and fairly compensate highly qualified, non-employee directors to represent our stockholders on the Board and to act in the stockholders’ best interests. The Company believes that compensation for non-management directors should be competitive and should encourage increased ownership of the Company’s Common Stock through the payment of a portion of director compensation in Company equity. In accordance with ~~Robert G. Miller~~

~~Robert G. Miller served as a member~~the Compensation Committee Charter, the Compensation Committee sets the compensation of our ~~board~~Board members. Frederic W. Cook & Co., Inc. (“FW Cook”), the Compensation Committee’s independent compensation consultant annually reviews and reports to the Compensation Committee as to how the Company’s director compensation practices compare with those of other similarly situated companies. The Board makes changes in its director compensation practices only upon the recommendation of the Compensation Committee and following discussion and unanimous concurrence by the full Board.

As the CEO, Mr. Sankaran does not receive any compensation for his services on the Board.

The cash compensation of the non-employee directors ~~during~~for the 2021 fiscal ~~2019 and~~year were as Chairman Emeritus following his appointment on April 25, 2019. Mr. Miller previously served as our Executive Chairman from January 2015 to April 2019, and as Chief Executive Officer from June 2006 to January 2015 and again from April 2015 to September 2018. As Chairman Emeritus, Mr. Miller was entitled, pursuant to a chairman emeritus agreement, dated March 25, 2019, to receive afollows:

(a)

cash retainer of $125,000 for Board services; and

(b)

additional cash retainer for services on the committees as follows:

Committee	Chairperson	Member
Audit & Risk	$50,000	$25,000
Compensation	$40,000	$20,000
Finance	$40,000	$20,000
Governance/Compliance/ESG	$40,000	$20,000
Technology	$40,000	$20,000

Annual cash retainers are paid in four equal quarterly ~~fee of $300,000 per fiscal quarter from April 25, 2019 through~~installments at the end of ~~fiscal 2019. On December 16, 2019,~~each quarter for services rendered during the chairman emeritus agreement was extended to provide that Mr. Miller was entitled to receive a quarterly fee of $300,000 per fiscal quarter from March 1, 2020 through the end of fiscal 2020. The chairman emeritus agreement also entitled Mr. Miller to the use of corporate aircraft for up to 50 hours per year for himself, his family members and guests at no cost to him, other than toquarter. We do not pay ~~income tax on such usage at the lowest permissible rate. While Mr. Miller was also entitled to receive director’s~~any meeting fees to the same extent, and on the same basis, as the director’s fees paid to directors appointed by our Sponsors, because the directors appointed by our Sponsors were not paid director’s fees during our pre-IPO period in fiscal 2020, Mr. Miller similarly did not receive such director’s fees during fiscal 2020. Mr. Miller’s term as Chairman Emeritus expired upon the completion of our initial public offering (“IPO”) on June 30, 2020.

~~Agreement with James L. Donald~~

On May 22, 2019, we entered into an amended and restated employment agreement with Mr. Donald, (the “Donald Employment Agreement”), effective April 25, 2019. The Donald Employment Agreement extended the term of Mr. Donald’s service with us to February 25, 2023 and updates his duties through such date. Pursuant to the Donald Employment Agreement, through February 29, 2020, Mr. Donald received an annual base salary of $1,500,000 and remained eligible for a bonus targeted at 100% of his base salary. Effective March 1, 2020, Mr. Donald ceased to provide service to us as employee, but ~~remained on our board of directors. Through the end of the term on February 25, 2023, Mr. Donald will receive an annual base salary of $1.0 million but is not eligible to receive a bonus.~~

~~Board Service~~

~~Our directors received compensation for their service on our board of directors or any board committees in fiscal 2020. We~~ reimburse all of our directors for reasonable documented out-of-pocket expenses incurred by them in connection with their attendance at ~~board of directors~~Board and committee meetings.

In addition to the annual cash retainers, the non-employee directors receive an annual grant of time-based restricted stock units with a value of $145,000. The number of shares of restricted stock units is determined by dividing $145,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. In fiscal 2021, the grant date was May 12, 2021 and the shares vested at the end of the fiscal year on February 26, 2022. Beginning fiscal 2022, the Board has fixed the grant date to be the first business day of the fiscal year and the vest date as the last day of the fiscal year. Beginning with the fiscal 2021 annual equity grants, to the extent dividends are declared by our Board, each unvested time-based restricted stock unit and each earned but unvested performance-based restricted stock unit 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-employee director to be credited with an additional number of restricted stock units equal to the cash dividend that the non-employee director would have received had the restricted stock units been vested as of the record date of the dividend.

The Board has also adopted a Non-Employee Director Share Retention Guideline (“Share Retention Guideline”) to align the interests of its non-employee directors with the interests of the Company’s stockholders and to promote the Company’s commitment to sound corporate governance. Each non-employee 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 granted to non-employee directors under the Albertsons Companies, Inc. 2020 Omnibus Incentive Plan, including:

upon the vesting of shares of restricted stock; and

~~For fiscal 2020, each~~upon the vesting and settlement of restricted stock units.

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The following table sets forth summary information regarding the compensation of our non-employee directors other than Messrs. Adler, Babikian, Donald and Miller received an annual cash fee in the amount of $125,000, which was pro-rated for those directors who served less than the full fiscal year, and additional annual fees for serving as a committee chair and/or member as follows:

17

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~Committee Position~~			~~Additional~~ ~~Annual Fee~~
~~Chair of Audit and Risk Committee~~			~~$50,000~~
~~Chair of Governance, Compliance and ESG Committee~~			~~$40,000~~
~~Chair of Compensation Committee~~			~~$40,000~~
~~Chair of Finance Committee~~			~~$40,000~~
~~Chair of Technology Committee~~			~~$40,000~~
~~Member of Audit and Risk Committee~~			~~$25,000~~
~~Member of Governance, Compliance and ESG Committee~~			~~$20,000~~
~~Member of Compensation Committee~~			~~$20,000~~
~~Member of Finance Committee~~			~~$20,000~~
~~Member of Technology Committee~~			~~$20,000~~

~~In addition,~~ for fiscal 2020, our board of directors approved awards of restricted stock units (“Restricted Stock Units” or “RSUs”) to each non-employee member of our board of directors, other than Messrs. Adler, Babikian, Donald2021. See “-Compensation Discussion and ~~Miller, with a value of $145,000, which was pro-rated~~Analysis” for those directors who served less than the full fiscal year. Due to the timing of the grant of the Restricted Stock Units, certain directors received awards with a grant date fair value that exceeded $145,000 as detailed below. These Restricted Stock Units became 100% vested on February 27, 2021.

~~See “Executive Compensation—Incentive Plans” for additional information regarding the Restricted Stock Unit Plan (as defined herein).~~

~~The members of our board of directors received compensation for their service on our board of directors during fiscal 2020, as set forth in the table below.~~

Name

Fees
earned or
Paid in Cash
($)

Stock
Awards
($)⁽¹⁾

All
Other Compensation

Total
($)
Current Directors

Sharon Allen

171,190

190,481

—

361,671
Shant Babikian⁽²⁾

—

—

—

—
Steven A. Davis

179,167

190,481

—

369,648
Jim Donald⁽³⁾

1,000,000

—

—

1,000,000
Kim Fennebresque

190,000

190,481

—

380,481
Allen M. Gibson

153,274

190,481

—

343,755
Hersch Klaff

105,587

133,537

—

239,124
Jay L. Schottenstein

100,361

133,537

—

233,898
Alan Schumacher

181,190

190,481

—

371,671
Brian Kevin Turner

170,357

190,481

—

360,838
Mary Elizabeth West⁽⁴⁾

61,979

53,581

—

115,560
Scott Wille⁽⁴⁾

70,551

58,720

—

129,271
Former Directors

Dean Adler

—

—

—

—
Leonard Laufer

118,839

133,537

—

252,376
Robert Miller

1,200,000

—

51,894⁽⁵⁾

1,251,894
Lenard Tessler

55,208

133,537⁽⁶⁾

—

188,745

Mr. Sankaran’s compensation.

Name	Fees Earned or Paid in Cash		Stock Awards⁽⁵⁾		All Other Compensation⁽⁶⁾		Total
Current Directors
Sharon Allen	$	185,000	$	144,997	$	2,673	$	332,670
Shant Babikian⁽¹⁾	$	—	$	—	$	—	$	—
Steven Davis	$	190,000	$	144,997	$	2,673	$	337,670
James Donald⁽²⁾	$	1,000,000	$	—			$	1,000,000
Kim Fennebresque	$	190,000	$	144,997	$	2,673	$	337,670
Chan Galbato⁽³⁾	$	115,709	$	144,997	$	2,673	$	263,379
Allen Gibson	$	202,027	$	144,997	$	2,673	$	349,697
Hersch Klaff	$	145,000	$	144,997	$	2,673	$	292,670
Jay Schottenstein	$	165,000	$	144,997	$	2,673	$	312,670
Alan Schumacher	$	195,000	$	144,997	$	2,673	$	342,670
Brian Kevin Turner	$	185,000	$	144,997	$	2,673	$	332,670
Mary Beth West	$	165,000	$	144,997	$	2,673	$	312,670
Scott Wille	$	165,000	$	144,997	$	2,673	$	312,670
Former Directors
Leonard Laufer⁽⁴⁾	$	12,635	$	—	$	—	$	12,635

⁽¹⁾

Mr. Babikian elected not to receive any cash or equity compensation for his services on the Board.

⁽²⁾

As previously disclosed, pursuant to Mr. Donald’s amended and restated employment agreement dated May 22, 2019, Mr. Donald receives an annual base salary of $1.0 million. Effective March 1, 2020, Mr. Donald ceased to provide service to us as an employee but does not receive the non-employee director annual equity grant.

⁽³⁾

Mr. Galbato’s director fees are pro-rated as he joined the Board in April 2021.

⁽⁴⁾

Mr. Laufer’s director fees are pro-rated as he left the Board in April 2021.

⁽⁵⁾

Reflects the grant date fair value calculated in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation ~~(“ASC 718”)~~(ASC 718). ~~The~~See Note 10 to the 2021 Form 10-K for discussions of the assumptions used in determining the grant date fair value of these share-based awards, including forfeiture assumptions and the ~~award required to be reported herein differed from~~period over which the ~~approved value used to determine~~Company will recognize the ~~total award granted to~~compensation expense for such awards. At February 26, 2022, each of ~~these directors.~~the non-employee directors, except Messrs. Babikian and Donald, owned 4,974 shares of restricted stock units. See “- Security Ownership of Certain Beneficial Owners and Management” for total ownership of each of the directors as of the Record Date.

~~(2)~~

~~Mr. Babikian elected not to receive any compensation for service~~⁽⁶⁾

Dollar value of the time-based restricted stock units that were credited as dividends and that vested with the underlying restricted stock units on ~~the board of directors.~~February 26, 2022.

~~(3)~~

~~As of February 27, 2021, Mr. Donald held 1,606,958 unvested RSUs.~~

~~(4)~~

~~Ms. West’s and Mr. Wille’s director fees and equity awards were pro-rated based on their respective dates of appointment to the board of directors.~~

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~(5)~~

~~Represents the aggregate incremental cost to us for personal use of our aircraft.~~

~~(6)~~

~~Mr. Tessler forfeited his award upon his resignation from the board of directors on October 14, 2020.~~

Communications with the Board ~~of Directors~~

~~Stockholders may initiate~~

As stated in ~~writing~~our Corporate Governance Guidelines, any ~~communication~~stockholder or other interested party who wishes to communicate with ~~our board of~~the Board, any Chairman, a committee, the non-management directors or any individual director ~~by sending the correspondence~~in his or her capacity as such may direct such communication in writing to ~~our~~ the:

General Counsel ~~Juliette W. Pryor~~
c/o Albertsons Companies, Inc.,
250 Parkcenter Blvd.,
Boise, Idaho, 83706. This centralized process assists our board of directors in reviewing and responding to stockholder communications in an appropriate manner. The General Counsel shall initially review and compile all such communications and may summarize such communications prior to forwarding to the appropriate party.

83706

The General Counsel will ~~not~~ forward ~~communications that are not relevant~~the communication to the ~~duties and responsibilities~~appropriate group or individual except for correspondence which is not more suitably directed to management or items of the ~~board~~following nature – advertising, promotions of ~~directors, including spam, junk mail and mass mailings,~~a product or service, ~~inquiries,~~patently offensive material and matters completely unrelated to the Board’s functions, Company performance, Company policies or that could not reasonably be expected to affect the Company’s public perception.

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Environmental, Social and
Governance Disclosure

As a long-standing neighborhood grocer, we believe we have an ongoing commitment to leverage our resources and expertise to support the communities we serve and the planet we share. Our Board is deeply committed to this effort and the Governance Committee provides oversight to ensure that the Company’s strategy is appropriate, takes account of material risks, and is likely to deliver results.

During fiscal 2020, we completed a materiality assessment that laid the foundation for our ESG strategy and initiatives for the future. Through this process, we identified high priority areas that align with our long-term strategy and are most critical to our internal and external stakeholders, including Climate Action, Community Stewardship, Diversity, Equity & Inclusion (“DE&I”), and Waste Reduction & Circularity. During fiscal 2021, we developed our ESG aspirations and roadmaps for how to achieve those ambitions, including achieving a science-based carbon reduction target. That in-depth focus enabled us to announce during April 2022 our new ESG platform Recipe for Change based on the following four pillars:

Concurrently with formulating our ESG path, during fiscal 2021 we continued to make progress on our commitments to Community Stewardship, DE&I and Product Sustainability.

Community Stewardship

During fiscal 2021, along with Albertsons Companies Foundation (“Foundation”), we contributed almost $200 million in food and financial support to our communities, including donating approximately $40 million through the Nourishing Neighbors program in support of eradicating hunger in the communities we serve. The September 2021 Nourishing Neighbors breakfast campaign raised over $9 million to provide 37 million healthy breakfasts for children throughout the country. The Nourishing Neighbors program also donated $500,000 to help provide food to those impacted by Hurricane Ida and the California wildfires. The donation supported local food banks and other hunger relief organizations by providing approximately 2 million meals to affected communities. In addition to offering community support, we provided assistance through our “We Care” fund to help our associates who were personally impacted.

DE&I

As one of the largest food and drug retailers in the U.S., we recognize our ability to delight our customers lies in the engagement of our associates. We are committed to fostering a diverse, equitable and inclusive culture and aspire to reflect the vibrant and thriving communities in which we live and work. To enable an inclusive and welcoming culture among our associates we engaged in the following during fiscal 2021:

Integrated DE&I goals into the annual performance management process of our top leaders.

Supported associate resource groups (“ARG”s), which are based on associate interests and are open to all associates in the corporate and division offices as well as field leadership in our retail stores and supply chain facilities. The ARGs during fiscal 2021 consisted of over 3,000 members representing the Women’s Inspiration and Inclusion Network, the Hispanic Leadership Network, the Asian Network, the African American Leadership Council, the Pride Alliance, the Green Team and the Veterans Associate Resource Group.

39

Created ARG mentorship programs that enable mentors and mentees to build new relationships and help sharpen their skills.

Trained over 10,000 leaders through our “Leading with Inclusion” workshops – a highly interactive experience designed to heighten awareness around bias and provide tools to support associates’ ability to create a more inclusive work environment that acknowledges and celebrates courageous conversations.

Continued to expand opportunities for our associates to learn more about DE&I by facilitating leadership discussions on how to be more inclusive, holding bi-annual store and supply chain huddles and providing monthly online training modules.

Supported Diversity Councils in our 12 operating divisions and back-office functions through the National Diversity Council which is chaired by our CEO and aims to advance DE&I within our Company.

Continued to encourage, empower, and engage social justice and racial equity initiatives through our Racial & Social Justice Grant Program. In 2021 we provided $500,000 to non-profit organizations operating within the communities we serve to fund programs, activities, initiatives, or educational outreach that helps to eliminate inequities and address the unique needs of racial and ethnic minority groups in the community.

We believe in fostering DE&I not only among our associates, but also among our business partners. We are dedicated to providing opportunities to diverse suppliers to grow their business and have their products on more shelves. Given one of the biggest hurdles for small businesses is access to working capital, we have launched an expanded early payment program to determine the best time and terms for payments for our diverse-owned suppliers. The goal is to help these businesses alleviate immediate capital challenges by making access to working capital more equitable. During fiscal 2021, we hosted our first event with nearly 1,000 diverse suppliers. Our Supplier Diversity Program applies to the following groups that are over 50% owned and controlled/operated by a U.S. citizen and one of the following categories or ethnicities:

• African American

• Asian American

• Hispanic

• LGBTQ+

• Native American

• Service-Disabled Veteran

• Female

Product Sustainability

During fiscal 2021, we furthered our industry leadership in product sustainability, particularly regarding seafood. Originally adopted in 2018 under our Responsible Seafood Policy, our “Top 5 by 2022” Sushi Commitment set an ambitious goal for our business to transition the sourcing of certain seafood to suppliers that meet our Responsible Seafood Policy by 2022. This commitment included the discontinuation of eel offerings until they became more sustainably sourced, and that commitment was achieved in 2019. During fiscal 2021, we achieved our sushi commitment by sourcing salmon, tuna, shrimp, and imitation crab that met one or ~~service suggestions, resumes~~more of the following Responsible Seafood Policy criteria:

Rated Green (best choice) or Yellow (good alternative) by the Monterey Bay Aquarium’s Seafood Watch program.

Certified to an equivalent environmental standard.

Sourced from fisheries or farms making measurable and time-bound improvements.

40

Certain Relationships and Related Party Transactions

The following discussion is a brief summary of certain material arrangements, agreements and transactions we have with related parties during fiscal 2021. We enter into transactions with our Sponsors and other entities owned by, or affiliated with, our Sponsors in the ordinary course of business. These transactions include, amongst others, professional advisory, consulting and other corporate services.

Our Board has adopted a written policy (the “Related Party Policy”) and procedures for the review, approval or ratification of “Related Party Transactions” by the Audit Committee. For purposes of the Related Party Policy, a “Related Party Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the aggregate amount involved will or may be reasonably expected to exceed $120,000 in any fiscal year, (2) we or any of our subsidiaries is a participant and (3) any related party has or will have a direct or indirect material interest.

Management presents any proposed related party transaction at an Audit Committee meeting for review and approval. If management becomes aware of a proposed or existing related party transaction that has not been presented or pre-approved by the Audit Committee, management shall promptly notify the Chair and the Audit Committee. If it is not practicable for management to wait for the Audit Committee to consider the matter, the Chairman will consider whether the Related Party Transaction should be ratified or rescinded, or other ~~forms of job inquiries, opinion surveys and polls, business solicitations or advertisements, or other frivolous communications.~~

~~Director Nomination Process~~

~~Minimum Qualifications of Directors~~

action should be taken. The ~~Governance, Compliance and ESG~~ Chairman will report to the Audit Committeeat the next regularly scheduled meeting. The Audit Committee will also review all of the ~~board of directors is responsible for facilitating director assessments, identifying skills~~facts and ~~expertise that candidates should possess,~~ circumstances pertaining to the failure to report the Related Party Transaction to the Audit Committee and ~~screening, selecting~~will take, or recommend to the Board, any action the Audit Committee deems appropriate.

Stockholders’ Agreement and recommending candidates for approval by the board of directors. The Governance, Compliance and ESG Committee may solicit recommendations for nominees from other members of the board and management. Our Governance, Compliance and ESG Committee may also retain professional search firms to identify candidates. While the Governance, Compliance and ESG Committee does not maintain a formal policy for considering nominees, the Governance, Compliance and ESG Committee seeks to identify as candidates for director persons with a reputation for and record of integrity and good business judgment. The Governance, Compliance and ESG Committee considers the nature of the expertise and experience required for the performance of the duties of a director of the Company, and such matters as the candidate’s relevant business and industry experience, professional background, age, current employment, community service and other board service. The Governance, Compliance and ESG Committee shall also consider the racial, ethnic and gender diversity of the board of directors.

Investment Agreement

See “- Corporate Governance-Director Nomination Process-Nomination Rights and Support Obligations under Certain Agreements

~~Stockholders’ Agreement~~

As” above for more information.

Transactions with Cerberus

We paid Cerberus Technology Solutions, an affiliate of ~~June 25, 2020, we~~Cerberus, fees totaling approximately $7.0 million for fiscal 2021 for information technology advisory and implementation services in connection with modernizing our information systems.

We paid Cerberus Operations and Advisory Company, LLC, an affiliate of Cerberus, fees totaling approximately $0.2 million for fiscal 2021 for consulting services provided in connection with improving the Company's operations.

Transactions with Kimco Realty

We entered into an amendment to a ~~stockholders agreement~~shopping center lease with ~~our Sponsors (the “Stockholders’ Agreement”~~Ingleside, LLC (“Ingleside”)., an affiliate of Kimco Realty. The ~~Stockholders’ Agreement provides for designation rights~~term of the lease was extended to November 30, 2027, with four 5-year options. In addition to other lease terms related to percentage rent and remodeling that are favorable to us, the annual rent for the ~~Sponsors~~period ending in November 2027 was reduced from $0.7 million to ~~nominate directors~~$0.5 million to ~~our board of directors. Pursuant to~~bring the Stockholders’ Agreement, we will be required to appoint to our board of directors individuals designated by and voted for by our Sponsors. If Cerberus (or a permitted transferee or assignee) has beneficial ownership of at least 20% of our then-outstanding common stock, it shall have the right to designate four directors to our board of directors. If Cerberus (or a permitted transferee or assignee) owns less than 20% but at least 10% of our then-outstanding common stock, it shall have the right to designate two directors to our board of directors. If Cerberus (or a permitted transferee or assignee) owns less than 10% but at least 5% of our then-outstanding common stock, it shall have the right to designate one director to our board of directors. If Klaff Realty, L.P. (or a permitted transferee or assignee) owns at least 5% of our then-outstanding common stock, it shall have the right to designate one director to our board of directors. If Schottenstein Stores Corp. (or a permitted transferee or assignee) owns at least 5% of our then-outstanding common stock, it shall have the right to designate one director to our board of directors. Each Sponsor will agree to vote the common stock owned by themrent more in ~~favor of each other Sponsor’s nominees to the board of directors.~~

19

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~Amended and Restated Investment Agreement~~

~~On May 20, 2020,~~line with market. Concurrently, we entered into an ~~investment agreement, which was amended and restated on June 9, 2020 (as amended, supplemented, amended and restated or otherwise modified from time~~amendment to time, the “Investment Agreement”), with certain investors (the “Preferred Investors”) led by funds managed, advised or controlled by affiliates of Apollo Global Management, Inc. (“Apollo”), relatinga shopping center pad lease adjacent to the ~~sale and issuance of $1.75 billion aggregate liquidation preference of Series A preferred stock or Series A-1 preferred stock, par value $0.01 per share (“Series A-1 preferred stock” and together~~store with the Series A preferred stock, the “Convertible Preferred Stock”). Pursuant to the Investment Agreement, from and after such time as (i) it is lawful under Section 8 of the Clayton Antitrust Act of 1914 for the stockholders affiliated with Apollo (the “Apollo Preferred Investors”), to designate a director to our board of directors and (ii) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the acquisition of our voting securities expires or is terminated with respect to the Apollo Preferred Investors, and so long as the Apollo Preferred Investors and their affiliates hold at least 25% of the Convertible Preferred Stock issued to the Apollo Preferred Investors on June 9, 2020 (or 25% of the shares of common stock issuable upon conversion of the Convertible Preferred Stock (the “Conversion Shares”)), the Apollo Preferred Investors will have the right to designate one director to our board of directors.

~~STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS~~

Stockholders wishing to include a proposal for stockholder consideration in our 2022 proxy statement or bring business before our annual meeting of stockholders in 2022 must send notice to our Corporate Secretary at our principal executive offices at 250 Parkcenter Blvd., Boise, Idaho 83706 by registered, certified or express mail and provide the required information and follow the other procedural requirements described below.

~~Stockholder Proposals for Inclusion in our 2022 Proxy Statement~~

Stockholders who wish to present a proposal in accordance with SEC Rule 14a-8 for inclusion in our proxy materials to be distributed in connection with our 2022 annual meeting of stockholders must submit their proposals in accordance with that rule so that they are received by our Corporate Secretary at the address set forth above no later than the close of business on February 24, 2022. If the date of our 2022 annual meeting is more than 30 days before or after August 5, 2022, then the deadline to timely receive such material shall be a reasonable time before we begin to print and send our proxy materials. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that it will be included in our proxy materials.

~~Other Stockholder Proposals or Nominations for Presentation at the 2022 Annual Meeting~~

Our bylaws provide procedures by which a stockholder may bring business before any meeting of stockholders or nominate individuals for election to our board of directors at an annual meeting of stockholders. If a stockholder wishes to bring business to a meeting for consideration other than a matter brought pursuant to SEC Rule 14a-8 or to nominate one or more persons for election to our board of directors, the stockholder must deliver a written notice to our Corporate Secretary at the address above and provide the information required by the provisions of our bylaws dealing with stockholder proposals or director nominations. The notice of such a proposal or director nomination must be delivered to (or mailed to and received at) the address set forth above no later than May 6, 2022 and no earlier than April 7, 2022. The requirements for such stockholder’s notice are set forth in our bylaws, which are publicly available at: ~~https://www.sec.gov/Archives/edgar/data/0001646972/000119312520184012/d948678dex33.htm~~.

20

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~Candidates proposed by stockholders in accordance with the procedures set forth in the Company’s bylaws will be considered by the Governance, Compliance and ESG Committee under criteria~~terms similar to the ~~evaluation of other candidates set forth above~~shopping center lease. There was no change in ~~“Board of Directors-Director Nomination Process-Minimum Qualifications of Directors.” Candidates submitted this way may include~~rent or monetary consideration.

Transactions with Schottenstein Corp.

We engage SB Capital Group II LLC and its affiliates (“SB Capital Group”), an ~~analysis of the candidate from our management. Any stockholder making a nomination in accordance with the foregoing process will be notified of the Governance, Compliance~~entity owned by Mr. Schottenstein, to provide fixture and ~~ESG Committee’s decision.~~

~~Certain stockholders have director nomination rights pursuant~~equipment deployment and relocation services between various Company stores and warehouse facilities and to ~~our Stockholders’ Agreement~~provide fixture and ~~Amended and Restated Investment Agreement. See “Board of Directors-Director Nomination Process-Nomination Rights and Support Obligations under Certain Agreements” above for more information.~~

21

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Table of ~~the Public Company Accounting Oversight Board (United States) and to issue reports thereon.~~Contents

~~AUDIT AND RISK COMMITTEE REPORT~~

The Audit and Risk Committee of the board of directors assists the board of directors in performing its oversight responsibilities for our financial reporting process and audit process as more fully described in the Audit and Risk Committee’s charter. Management has the primary responsibility for the financial statements and the reporting process. Our independent registered public accounting firm is responsible for performing an independent auditequipment cleanout services at some of our ~~financial statements and internal control over financial reporting in accordance with the auditing standards~~store locations. SB Capital Group also provides inventory store closing sale services at various Albertsons locations. We paid approximately $0.37 million to SB Capital Group during fiscal 2021.

41

In the performance of its oversight function, the Audit and Risk Committee reviewed and discussed our audited financial statements and reporting process for the fiscal year ended February 27, 2021. In addition, the Audit and Risk Committee discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit and Risk Committee has also received and reviewed the written disclosures and the letter from our independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the accounting firm’s communications with the Audit and Risk Committee concerning independence and has discussed with our independent registered public accounting firm that firm’s independence and considered whether any non-audit services provided by the independent registered public accounting firm are compatible with maintaining its independence. Based on the review and discussions with management and our independent registered public accounting firm described above, the Audit and Risk Committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended February 27, 2021 filed with the SEC.

PROPOSAL 2:

Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Audit Committee has appointed, and ~~Risk~~our Board has ratified the appointment of Deloitte and Touche to serve as our independent registered public accounting firm for the fiscal year ending February 25, 2023. We are not required by our bylaws or applicable law to submit the appointment of Deloitte and Touche for stockholder approval. However, as a matter of good corporate governance, we are seeking stockholder ratification of the appointment of Deloitte and Touche. If the stockholders do not ratify the appointment of Deloitte and Touche, the Audit Committee

may consider the appointment of another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm if it believes that such a change would be in the best interests of the Company and our stockholders.

One or more representatives of Deloitte and Touche are expected to attend the Annual Meeting. They will have the opportunity to make a statement if they so desire and will be available to answer appropriate questions. See ”-Fees Paid to Independent Registered Public Accounting Firm” for the fees paid to Deloitte and Touche during fiscal years 2020 and 2021.

Required Vote

The affirmative vote of a majority of votes cast is required to ratify the appointment of Deloitte and Touche as our independent registered public accounting firm for the fiscal year ending February 25, 2023.

Our Board recommends that stockholders vote “FOR” the proposal

42

Table of the Audit and Risk Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.Contents

PROPOSAL 3:

Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation

As required by Section 14A of the Exchange Act, the Company is providing stockholders with an opportunity to cast an advisory vote on the compensation of our NEOs as disclosed in the CD&A, the compensation tables, narrative discussion, and related footnotes included in this Proxy Statement.

While the vote is advisory, and therefore non-binding on the Company, the Compensation Committee values the opinions of our stockholders and will take into account the outcome of the vote when considering future executive compensation decisions.

As discussed in more detail in the CD&A, our executive compensation program is designed to attract and retain a talented team of executives who can deliver on our commitment to build long-term stockholder value. The Compensation Committee believes our program is competitive in the marketplace and links pay to performance.

Accordingly, the Board recommends that you vote in favor of the following resolution:

RESOLVED, that the compensation paid to the NEOs, as disclosed in this proxy statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the CD&A, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

Required Vote

The affirmative vote of a majority of votes cast is required to approve, on an advisory (non-binding) basis, the compensation of the NEOs as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Exchange Act, including the CD&A, the compensation tables and narrative discussion that accompanies the compensation tables.

~~Steven A. Davis~~

~~Kim Fennebresque~~

~~Alan Schumacher~~

Our Board recommends that stockholders vote “FOR” the proposal

~~The foregoing report~~

43

22

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~COMPENSATION COMMITTEE REPORT~~

~~We have reviewed and discussed the~~ Compensation Discussion and Analysis ~~with management. Based on~~

To assist our ~~review~~stockholders in locating important information regarding our executive compensation program, the CD&A is organized as follows:

45	2021 Say-on-Pay Result
45	Fiscal 2021 Financial and Operational Highlights
46	Overview of Fiscal 2021 Executive Compensation
47	Our Compensation Philosophy
47	Executive Compensation Best Practices

44

The CD&A provides a description of the material elements of our executive compensation program, as well as perspective and ~~discussion with management,~~context for decisions made regarding the compensation of our NEOs, which includes our CEO, CFO, former CFO and three other most highly compensated executive officers for the year ended February 26, 2022. These executive officers and their current positions are as follows:

Name		Position
Vivek Sankaran		Chief Executive Officer; Director
Sharon McCollam		President and Chief Financial Officer
Robert Dimond⁽¹⁾		Former Executive Vice President and Chief Financial Officer
Anuj Dhanda		Executive Vice President and Chief Information Officer
Susan Morris		Executive Vice President and Chief Operations Officer
Christine Rupp		Executive Vice President and Chief Customer and Digital Officer

⁽¹⁾

Mr. Dimond retired as CFO effective September 7, 2021, and retired from the Company on February 26, 2022.

2021 Say-on-Pay Result

We request an annual say-on-pay vote for our executive compensation program. At our annual meeting held in 2021, approximately 97.5% of the votes cast approved our executive compensation programs and policies for fiscal 2020. The Compensation Committee reviewed the results of the say-on-pay vote. In spite of the high approval rate, the Compensation Committee ~~recommended~~made certain changes to our ~~board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.~~

			~~Compensation Committee~~

			~~Sharon Allen~~
			~~Kim Fennebresque~~ ~~Jay L. Schottenstein~~ ~~Brian Kevin Turner~~ ~~Mary Elizabeth West~~

The foregoing report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

23

~~Albertsons Companies, Inc.~~executive compensation program as discussed further below.

Fiscal 2021 ~~Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS—EXECUTIVE SUMMARY~~

~~Fiscal 2020~~ Financial and Operational Highlights

~~Throughout an unprecedented year, the~~

As a newly public Company ~~remained steadfast in its commitment~~on a transformation journey, we are proud of how we have delivered on our operational and financial goals while continuing to ~~take care of~~serve our ~~customers, our communities and each other during the crisis brought on by the COVID-19 pandemic. Despite the impact~~communities. In particular, we are proud of the ~~pandemic on our business,~~compassion, humility, and passion for excellence that our associates ~~delivered outstanding results as we continued our transformation of being more than just a great grocer.~~

have shown in an exceptionally challenging environment.

Our fiscal ~~2020~~2021 financial and operating results demonstrated how we ~~can transform~~continue to be more than just a great grocer. We expanded our ~~business in real time. Our investments~~team with growth and transformational leaders, continued to drive in-store excellence, invested in technology to allow our customers to shop where they want and ~~people allowed us~~when they want, pursued strategies to ~~satisfy significant growth in customer demand for in-person~~align with a new shopping ~~delivery~~environment and ~~drive up and go services. In addition, we rolled out and scaled up our digital solutions across~~launched the ~~Company. In response to customer demand, we expanded our delivery capabilities~~Albertsons Media Collective to reach ~~approximately 90% of~~ our ~~customer base and we reached 1,420 Drive Up & Go stores for customer purchase online and pick up at store.~~

~~As discussed in our 2020 Annual Report, our~~customers better.

Our fiscal ~~2020 results reflect year-over-year improvement in many of our key operating and financial metrics. These results~~2021 accomplishments illustrate our continued commitment to our ~~strategy~~priorities of:

Drive in-store excellence.

Accelerate our digital
and omni-channel
capabilities.

Enhance our
productivity to reinvest
cash in the business,
help offset inflation and
drive earnings growth.

Add talent to the best
team in the business and focus on our culture.

45

~~Increasing growth through in-store excellence and improving our digital and omnichannel capabilities.~~

~~Enhancing our productivity to reinvest cash in the business, help offset inflation and drive earnings growth.~~

~~Accelerating our technology initiatives throughout the business.~~

~~Adding talent to the best team in the business and focusing on our culture.~~

Additional financial and operating highlights for fiscal ~~2020~~2021 include:

	•			Identical sales growth of ~~16.9%~~16.8% on a two-year stacked basis and nearly ~~$70~~$72 billion in total sales	Completed 236 store remodels and opened 10 new stores	Added 837 new items to our Own Brands portfolio
Reduced net debt ratio from 1.5x to 1.2x	• Increased dividend paid per common share to $0.12 from $0.10	*Membership in our just for U* loyalty program increased more than 18%, reaching 29.9 million members**
Digital sales growth of 263% on a two-year stacked basis		Net income per Class A common share of ~~$1.47~~$2.70 and Adjusted net income per Class A common share of $3.24* $3.07; Adjusted EBITDA of $4,398 million	Completed ESG materiality assessment
	•			~~Reduced debt balance by approximately $400 million~~			•	~~Over $500 million in savings from productivity initiatives~~
	•			~~Digital sales growth of 258%~~			•	~~Added 1,200 new items to our Own Brands portfolio~~
	•			The Albertsons Companies Foundation and the Company gave ~~$260~~$200 million in food and financial support, including approximately ~~$95~~$40 million through our Nourishing Neighbors Program	Operating cash flows of $3,513 million		•	~~Membership~~Improved our competitive position in ~~our~~ ~~just for U~~ ~~loyalty program increased more than 20%, reaching 25.4 million members~~
	•			~~Completed 409 store remodels and opened nine~~several labor markets through the negotiation of new ~~stores~~			•	~~Acquired 27 stores operated by Kings Food Markets and Balducci's Food Lovers Market~~
	•			~~Completed new ESG materiality assessment and updated strategy and focus areas~~			•	~~Pledged $5 million to organizations supporting social justice~~ contracts with unions

*

~~Adjusted net income per Class A common share is a Non-GAAP Measure.~~ *

For a reconciliation of non-GAAP measures, please see pages 52-54 of our 2021 Form 10-K.

Overview of Fiscal 2021 Executive Compensation

The following chart summarizes the components and associated objectives of our executive compensation program for fiscal 2021:

Element	Overview of Element	Objective of Element	Performance Metric and Payout
Base Salary	Fixed amount of cash compensation	Set market competitive base compensation to retain talent and influence target for annual bonus	Individual performance and market competitiveness
Corporate Management Bonus Plan (Annual ~~Report~~Cash Bonus Program)	Both quarterly and annual bonus based on ~~Form 10-K~~Company performance	Encourage performance for the ~~fiscal year ended February 27, 2021.~~Company on a quarter-by-quarter basis	Pre-established targets Weighted 60% Adjusted EBITDA and 40% ID Sales Payout capped at 200% of target
		Encourage strategic performance initiatives for the Company as a whole and drive overall Company performance
Long-Term Incentive Award Program	Time-Based RSU Awards	Align NEO interests with stockholder interests and promote retention	Increase in value of Common Stock Time-based; 1/3 vest annually
Long-Term Incentive Award Program	Performance-Based RSU Awards	Align NEO interests with stockholder interests and promote long-term value creation	Pre-established targets Payout capped at 200% Awards earned based on annual Company performance; vests after 3 years

Additionally, some of our executives, including our NEOs, have certain severance protection pursuant to their employment agreements. See “- Potential Payments Upon Termination of Employment” for amounts payable to the NEOs under certain termination scenarios. Consistent with standard business practice, our NEOs also receive business-related

46

24

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

perquisites, and benefits that are provided to all employees, including healthcare benefits, life insurance, retirement savings plans and disability plans. We also occasionally provide cash bonuses or equity awards to reflect superior individual performance or new roles and responsibilities, to attract new hires or to compensate new hires for amounts forfeited from their previous employer.

~~Fiscal 2020 Executive~~Our Compensation ~~Program Highlights~~

Philosophy

Our ~~general compensation philosophy is to provide programs that attract, retain and motivate our~~ executive ~~officers who are critical to our long-term success. This~~ compensation program is ~~built with these considerations:~~

~~Align compensation with~~structured to attract, motivate, reward, and retain high caliber talent who will lead the Company to increase our ~~performance by tying~~competitive advantage and deliver sustainable profitability. This includes building a ~~significant portion~~solid foundation for long-term growth while consistently achieving near-term results. The Compensation Committee takes a holistic view of ~~each executive’s compensation to quantifiable performance goals.~~

~~Use performance metrics that are directly related to our financial~~pay and ~~business~~ performance and ~~are structured~~ensures that there is appropriate alignment with Company performance, overall business strategy and culture. We hire high caliber executives who can determine our strategy to execute our long-term ~~strategy~~vision while continuing to deliver our mission of ‘locally great, nationally strong.’

To ensure that our key executives are incentivized appropriately to deliver our mission and ~~financial and operating plans in mind.~~

~~Provide competitive~~vision, the Compensation Committee has designed an executive compensation ~~package to our executive officers to attract and retain talent.~~

~~Design our compensation programs to align executive officer interests~~program that strongly aligns with the ~~long-term~~ interests of ~~our~~ stockholders by ~~providing equity incentives that are earned over multiple years and promote retention.~~

~~As discussed in the Compensation Discussion and Analysis, the design~~directly linking pay to Company performance. The guiding principles of our compensation program and our overall performance in fiscal 2020 resulted in our executive officers receiving annual cash bonuses that exceeded the target set for those awards and earned performance-based equity awards above target levelsare as ~~well.~~

~~We believe our compensation decisions are consistent with a number of~~follows:

Our Compensation Philosophy

1	2
Pay for performance by tying a significant portion of each executive's compensation to quantifiable performance goals over various periods	Use performance metrics that directly relate to our financial and business performance and stakeholder interests
3	4
Provide competitive pay to help attract, retain and motivate exceptional leaders with proven experience in a dynamic and competitive market	Align executive officer interests with the long-term interests of our stakeholders through an increasing proportion of equity-based incentives as one attains higher levels of responsibility

Executive Compensation Best Practices

The Compensation Committee monitors emerging best practices in executive compensation ~~design, which can be summarized as follows:~~

to incorporate them into our compensation program. The chart below lists some of our compensation “best practices” and those we do not follow:

	What We Do		What We Don’t Do
✔
~~We design our compensation program to~~ ✓ Provide competitive, market-driven base salary ✓ Balance mix of pay components ✓ Utilize quantitative performance targets based on ~~our~~ Company financial and operating performance	✗	~~We don’t provide high levels~~ for a significant portion of ~~fixed~~total compensation
✔	~~We evaluate risk in light of our compensation programs~~	✗	~~We don’t provide for automatic salary increases~~
✔	~~We cap~~ ✓ Cap the amount of our annual ~~cash bonuses~~bonus at 2x of target	✗	~~We don’t use metrics unrelated to our operational goals~~
✔	~~We use~~ ✓ Use a variety of equity incentive structures to promote performance and retention	✗	~~We don’t use any financial or operational metric that promotes undue risk~~
✔	~~We consult with our largest stockholders regarding compensation practices~~	✗	~~We don’t provide excessive perquisites~~
✔	~~We have~~ ✓ Maintain robust stock ownership guidelines ✓ Include a recoupment or “clawback” policy in our compensation program ✓ Provide double trigger in employment agreements for change in control	✗	~~We don’t pay~~ û Provide automatic salary increases û Provide high levels of fixed compensation û Use metrics unrelated to our operational goals û Reward imprudent risk-taking û Pay above market returns on any deferred compensation plan
✔	~~We maintain robust stock ownership guidelines~~	✗	~~We don’t maintain~~ û Maintain defined benefit pension plans for our executive officers û Pay excessive perquisites û Provide excise tax gross ups for change in control payments

47

25

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Design of Our Executive Compensation Program~~COMPENSATION DISCUSSION AND ANALYSIS—EXECUTIVE COMPENSATION INFORMATION~~

~~This Compensation Discussion and Analysis is designed to provide an understanding~~

The design of ~~our compensation philosophy and objectives, compensation-setting process, and the compensation of our Named Executive Officers during fiscal 2020 (“NEOs”). Our NEOs for fiscal 2020 were:~~

~~Vivek Sankaran, our President and Chief Executive Officer;~~

~~Robert B. Dimond, our Executive Vice President and Chief Financial Officer;~~

~~Susan Morris, our Executive Vice President and Chief Operations Officer;~~

~~Juliette W. Pryor, our Executive Vice President and General Counsel; and~~

~~Christine Rupp, our Executive Vice President and Chief Customer and Digital Officer.~~

Except as otherwise noted, in this Compensation Discussion and Analysis and accompanying compensation tables, all share numbers and awards have been converted to post-IPO share numbers for ease of comparison.

~~Compensation Philosophy and Objectives~~

Our general compensation philosophy is to provide programs that attract, retain and motivate our executive officers who are critical to our long-term success. We strive to provide a competitive compensation package to our executive officers to reward achievement of our business objectives and align their interests with the interests of our stockholders. We have sought to accomplish these goals through a combination of short- and long-term compensation components that are linked to our annual and long-term business objectives and strategies. To focus our executive officers on the fulfillment of our business objectives, a significant portion of their compensation is performance-based.

~~The Role of the Compensation Committee~~

The Compensation Committee is responsible for determining the compensation of our executive officers. The Compensation Committee’s responsibilities include determining and approving the compensation of the Chief Executive Officer and reviewing and approving the compensation of all other executive officers.

~~Compensation Setting Process~~

Our board of directors has delegated to the Compensation Committee responsibility for administering our executive compensation programs. As part of the administration of our executive compensation programs, the Chief Executive Officer provides the Compensation Committee with his assessment of the other NEOs’ performance and other factors used in developing his recommendation for their compensation, including salary adjustments, cash incentives and equity grants.

We have engaged a compensation consultant to provide assistance in determining the compensation of our executive officers. Such assistance may include establishing a peer group and formal benchmarking process to ensure that our executive compensation program is ~~competitive and offers the appropriate retention and performance incentives.~~

~~Components of the NEO Compensation Program for Fiscal 2020~~

consistent with our compensation philosophy noted above. We use various compensation elements to provide an overall competitive total compensation and benefits package to the NEOs that is tied to creating value, commensurate with our results, and aligns with our business strategy. Set forth below are the key elements of the compensation program for the NEOs for fiscal ~~2020:~~

26

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

2021:

~~Element~~	~~Overview of Element~~	~~Objective of Element~~	~~Other Factors Influencing Element~~
~~Base Salary~~	~~Fixed amount of cash compensation~~	~~Sets base compensation amount to retain NEO and influences target for annual cash bonus program~~	~~NEO’s role, responsibilities, experience, expertise and individual performance~~
~~Corporate Management Bonus Plan (Annual Cash Bonus Program)~~	~~Quarterly Bonus based on division performance~~	~~Encourages superior performance for our store divisions on a quarter by quarter basis~~	~~Target bonus opportunity is based on factors discussed under Base Salary above~~
	~~Annual Bonus based on Company performance~~	~~Encourages strategic performance initiatives for our Company and drives overall Company performance~~
~~Long-Term Incentive Award Program~~	~~Time-Based RSU Awards~~	~~Aligns NEO interests with stockholder interests and promotes retention~~	~~Target value of long-term incentive program is based on experience, role and individual performance~~
~~Long-Term Incentive Award Program~~	~~Performance-Based RSU Awards~~	~~Encourages key performance metrics and designed for long-term value creation~~

Other elements of our compensation program include severance protection, business-related perquisites and benefits that are provided to all employees, including healthcare benefits, life insurance, retirement savings plans and disability plans. We also occasionally provide cash bonuses to reflect superior individual performance or new roles and responsibilities, to attract new hires or to compensate new hires for amounts forfeited from their previous employer.

Base salary

Cash bonus

Long-term equity incentive awards

Standard benefits

Base Salary

We provide our NEOs with a base salary to compensate them for services rendered during the fiscal year. ~~Base salaries~~In alignment with our pay for performance philosophy, base salary represents the smallest portion of annual total compensation.

The base salary component of our compensation program is designed to attract and retain key talent and is determined by the Compensation Committee based on a variety of factors including:

Nature and responsibility of the position;

Expertise of the executive and competition in the market for the ~~NEOs are determined on~~executive’s services;

Potential for driving the ~~basis~~Company’s success in the future;

Peer group compensation data;

Performance reviews and recommendations of ~~each executive’s role~~the CEO (except in the case of his own compensation); and ~~responsibilities, experience, expertise and individual performance.~~

Other judgmental factors deemed relevant by the Compensation Committee.

Our NEOs are not eligible for automatic annual base salary ~~increases and, in~~increases. Except Ms. Morris, none of the NEOs had a base salary increase for fiscal 2021. The Compensation Committee adjusted Ms. Morris’s base salary based on market data. The base salaries of our NEOs for fiscal 2021 as compared to fiscal 2020 ~~our NEO’s base salaries~~ were ~~unchanged from fiscal 2019:~~

as follows:

Name	Fiscal 2020 Annual Base Salary ($)	Fiscal 2021 Annual Base Salary ($)	Percentage Change
Vivek Sankaran	1,500,000	1,500,000	0%
Sharon McCollam⁽¹⁾	N/A	1,000,000	N/A
Robert Dimond	850,000	850,000	0%
Anuj Dhanda⁽²⁾	N/A	700,000	N/A
Susan Morris	900,000	1,000,000	11%
Christine Rupp	750,000	750,000	0%

~~Name~~			~~Fiscal 2020~~ ~~Annual Base Salary ($)~~
~~Vivek Sankaran~~			~~1,500,000~~
~~Robert B. Dimond~~			~~850,000~~
~~Susan Morris~~			~~900,000~~
~~Juliette W. Pryor~~⁽¹⁾			~~725,000~~
~~Christine Rupp~~			~~750,000~~

~~(1)~~

Ms. ~~Pryor~~McCollam commenced employment on ~~June 15,~~September 7, 2021.

⁽²⁾

Mr. Dhanda was not a NEO in fiscal 2020.

27

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~Annual~~ Cash Bonus ~~Programs~~

Performance-Based Bonus Plans

We recognize that our NEOs shoulder responsibility for supporting our operations and achieving positive financial results. Therefore, we believe that a substantial percentage of each NEO’s annual compensation opportunity should be tied directly to the achievement of financial performance goals that impact our critical business initiatives.

~~Overview of 2020 Bonus Plan~~

~~All of the~~

Our NEOs participated in our corporate management bonus plan (“Corporate ~~Management Bonus Plan established~~Incentive Plan”) for fiscal ~~2020 (the “2020 Bonus Plan”). Consistent with our~~2021. The Corporate Incentive Plan is for bonus-eligible associates and is intended to compensate participants for their contribution to achieving short-term financial and operational goals of the Company.

Each participant is assigned a target bonus ~~plan~~which is a percentage of his or her base salary and is determined based on the participant’s job function, position, responsibility, and the individual’s ability to impact the Company’s financial performance. The target cash bonus is one determinant in arriving at the final cash bonus payout for each participant.

48

What were the changes to the cash bonus program for fiscal ~~2019,~~2021 and why were these changes made?

Prior to fiscal 2021, Company performance, for purposes of cash bonus under the ~~2020 Bonus~~Corporate Incentive Plan, ~~consisted of two evenly-weighted components, a~~was measured based on Adjusted EBITDA (for both the quarterly ~~division bonus plan (“Quarterly Division Bonus”)~~ and annual ~~corporate~~bonus).

As stated above, despite a high say-on-pay approval at the 2021 annual meeting, the Compensation Committee made certain changes to our executive compensation program for fiscal 2021. As a growth-focused public company with a pay-for-performance compensation philosophy, we continue to evaluate how best to further align executive compensation to our financial and business performance. As part of that evaluation, our Compensation Committee made the following changes to our cash bonus ~~plan (“Annual~~program under the Corporate ~~Bonus”).~~

~~2020 Bonus Plan~~
~~Quarterly Division Bonus~~		~~Annual Corporate Bonus~~
•	~~Determined by the quarterly performance of our divisions.~~	•	~~Determined by the Adjusted EBITDA of the Company during fiscal 2020.~~
•	~~Based on EBITDA of the division, subject to threshold performance and maximum performance.~~	•	~~Structure and payouts are subject to threshold performance and maximum performance.~~
•	~~Paid quarterly.~~	•	~~Paid annually.~~
~~50% of total annual cash bonus opportunity~~		~~50% of total annual cash bonus opportunity~~

Incentive Plan while continuing the 50%-50% split between quarterly and annual results:

~~We selected EBITDA~~Addition of Identical Sales as a Performance Metric:ID Sales added as an additional metric to measure performance. ID Sales include comparing sales on a daily basis of stores operating during the same period in both the current year and the prior year. While the scorecard we use to measure Company performance is multifaceted, we regard ID Sales and Adjusted EBITDA as ~~the~~our key financial and business performance ~~metrics for the 2020 Bonus Plan as we believe that EBITDA and Adjusted EBITDA are closely-watched operating metrics by~~indicators. See our stockholders and the investment community and align our NEOs’ interests with our stockholders’ interests. EBITDA and Adjusted EBITDA are Non-GAAP Measures. For a reconciliation please see pages 52-54 of our Annual Report on2021 Form 10-K for further discussion on how we measure ID Sales.

Weighting of Performance Metrics:Adjusted EBITDA and ID Sales to be weighted 60% and 40%, respectively.

Company-wide performance: To facilitate company-wide alignment, targets and results for both quarterly and annual cash bonus to be based solely on Company-wide Adjusted EBITDA and ID Sales. Prior to fiscal 2021, quarterly cash bonus was based on the average of the results of participating divisions.

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, ~~ended February 27, 2021.~~upon certification of annual performance by the Compensation Committee, with 50% based on the first and second quarter results and the remaining 50% on the third and fourth quarter results.

How is a participant’s cash bonus determined under the Corporate Incentive Plan for fiscal 2021?

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 potential contribution to the Company’s performance, the individual’s prior performance, overall market conditions, and recommendations from the CEO (except for himself).

Each participant to the Corporate Incentive Plan for fiscal 2021 is eligible to receive a ratable portion of the participant’s target cash bonus based upon the Company’s level of achievement, within the range of minimum and maximum percentages, of the target performance metric set by the Compensation Committee. The actual payout, if any, may result in a cash bonus that is greater or less than the stated individual target bonus (and could be zero) depending on whether, and to what extent, the applicable performance metric is satisfied. However, in no event will a participant receive over 200% of the target bonus.

Cash bonus amounts could be earned above or below the target level based on the following scale:

	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%

ID Sales performance metric will not payout over 100% (target) unless the Adjusted EBITDA result achieves at least 100% (target) performance.

49

How are cash bonus targets set for the fiscal year?

The goals set under the ~~2020 Bonus~~Corporate Incentive Plan for fiscal 2021 were designed to be challenging and difficult to achieve, but still within a realizable range so that achievement was ~~both~~ uncertain ~~and objective. We~~but did not adjust the goals during fiscal 2020 as a result of the impact of COVID-19. We believe that the overall design of the 2020 Bonus Plan helps drive quarter to quarter performance and the overall annual performance of our Company.

encourage excessive risk taking.

Each NEO’s target bonus opportunity for fiscal ~~2020 under the 2020 Bonus Plan~~2021 was set ~~at 100% of the NEO’s annual base salary, except for our CEO’s target which is set at 150%.~~pursuant to their respective employment agreements. We believe that the target bonus opportunity for our NEOs is appropriate based on their ~~positions~~roles and responsibilities, as well as their individual ability to impact and execute our financial ~~performance,~~ and ~~places a proportionately larger~~operational performance.

The target bonus opportunity as percentage of ~~total annual pay~~base salary for ~~our NEOs at risk based on our performance.~~

each NEO for fiscal 2021 was as follows:

Name		Base Salary for Fiscal 2021		Target Bonus Opportunity (% of Base Salary)		Target Bonus Opportunity ($)
Vivek Sankaran		$	1,500,000		150%	$	2,250,000
Sharon McCollam⁽¹⁾		$	1,000,000		125%	$	1,250,000
Robert Dimond		$	850,000		100%	$	850,000
Anuj Dhanda		$	700,000		100%	$	700,000
Susan Morris	$		1,000,000		100%	$	1,000,000
Christine Rupp	$		750,000		100%	$	750,000

⁽¹⁾

Ms. McCollam joined the Company on September 7, 2021. Her base salary and cash bonus were prorated for fiscal 2021. The reported number is based on her annual base salary of $1,000,000. See Summary Compensation Table for the actual cash bonus earned by Ms. McCollam.

Quarterly ~~Division~~ Bonus

Quarterly Target ~~Amount~~.Amount. Our ~~Quarterly Division Bonus~~quarterly bonus comprises 50% of each NEO’s total target bonus opportunity. Each NEO’s quarterly bonus opportunity (“Quarterly Target Amount”) is determined by multiplying the target ~~bonus~~ for the ~~Quarterly Division Bonus~~quarterly bonus by approximately 25% (the number of weeks in the applicable quarter divided by the number of weeks in the year).

28

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Quarterly Performance ~~Modifier~~.Modifier. At the beginning of ~~each~~ fiscal ~~quarter,~~2021, our Board reviewed and approved the ~~management of each division participating in the 2020 Bonus Plan, with approval from our corporate management, established the division’s EBITDA goal~~fiscal plan for the ~~applicable~~financial year. The approved fiscal ~~quarter with threshold,~~2021 plan ~~target~~was based on forecasted quarterly ID Sales and ~~maximum goals.~~

market trends. After the ~~end~~completion of every quarter, management provided an update to the Board of the Company’s performance against the approved fiscal ~~quarter, our corporate finance team calculated~~plan. The Compensation Committee certified the ~~financial~~ results ~~for each retail division to determine the modifier for that quarter (“Quarterly Performance Modifier”). A division earned between 0% to 100%~~ of the ~~Quarterly Target Amount~~quarter for ~~achievement~~purposes of ~~EBITDA for~~determining the fiscal quarter between the threshold and target levels. If the division exceeded 100% of target EBITDA for a fiscal quarter, the amount in excess of target EBITDA would be earned in proportion to the maximum goals, subject to a cap based on achievement of division sales goals for such fiscal quarter.quarterly cash bonus payout. The maximum bonus opportunity for each fiscal quarter under the ~~Quarterly Division Bonus~~quarterly cash bonus was 200% of the applicable Quarterly Target Amount. ~~No amount would be payable for an applicable fiscal quarter if results for that quarter fell below established threshold levels.~~ We believe that having a maximum cap encourages good judgment by the NEOs, promotes responsible risk management procedures, reduces the likelihood of windfalls and makes the maximum cost of the plan predictable.

No amount would be payable for an applicable fiscal quarter if results for that quarter fell below established threshold levels.

Quarterly ~~Division~~ Bonus ~~Earned~~.Earned. The Compensation Committee ~~determines~~certifies the Quarterly Performance Modifier for each fiscal quarter and ~~pays out~~approves the ~~applicable Quarterly Division Bonus~~quarterly bonus after the conclusion of each quarter.

50

Table of ~~$2,900 million.~~ Contents

The ~~Quarterly Division Bonus Program~~quarterly bonus structure is summarized below.

The ~~total Quarterly Division Bonus is reported below.~~

targets and actual performance for purposes of the quarterly cash bonus were as follows:

Metric	Q1 2021		Q2 2021		Q3 2021		Q4 2021
Target Adjusted EBITDA	$	1,087	$	730	$	875	$	908
Actual Adjusted EBITDA*	$	1,308	$	965	$	1,051	$	1,074

Target ID Sales %		-12.6%		-3.2%		-2.2%		-2.7%
Actual ID Sales %		-10.0%		1.5%		5.2%		7.5%

*

For a reconciliation of non-GAAP measures, please see pages 52-54 of our 2021 Form 10-K.

Based on ~~the~~Company performance ~~of the divisions~~ in each fiscal quarter, the NEOs ~~each~~ earned ~~approximately 186%~~200% of their respective target bonus for the ~~Quarterly Division~~quarter and the amounts were as follows:

	Actual Quarterly Cash Bonus Earned⁽¹⁾
Name	Q1 2021		Q2 2021		Q3 2021		Q4 2021		Aggregate
Vivek Sankaran	$	692,308	$	519,231	$	519,231	$	519,231	$	2,250,000
Sharon McCollam⁽²⁾	$	—	$	24,038	$	288,462	$	288,462	$	600,962
Robert Dimond	$	261,538	$	196,154	$	196,154	$	196,154	$	850,000
Anuj Dhanda	$	215,385	$	161,538	$	161,538	$	161,538	$	700,000
Susan Morris	$	307,692	$	230,769	$	230,769	$	230,769	$	1,000,000
Christine Rupp	$	230,769	$	173,077	$	173,077	$	173,077	$	750,000

⁽¹⁾

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

⁽²⁾

Ms. McCollam joined the Company on September 7, 2021.

Annual Bonus ~~in fiscal 2020.~~

~~Annual Corporate Bonus.~~

The ~~Annual Corporate Bonus component was based on achievement versus an annual~~Compensation Committee sets the Adjusted EBITDA ~~target~~and ID Sales targets for the annual bonus prior to the start of the fiscal ~~2020~~year.

51

Amounts under the ~~Annual Corporate Bonus~~annual bonus could be earned above or below the target ~~level. The threshold~~ level ~~above which a percentage of~~based on the Annual Corporate Bonus could be earned was 90% of the Adjusted EBITDA target and 100% of the Annual Corporate Bonus could be earned at achievement of 100% of the Adjusted EBITDA target, with interim percentages earned for achievement between levels. If achievement exceeded 100% of the Adjusted EBITDA target, 10% of the excess Adjusted EBITDA would be added to the bonus pool, but payoutscale discussed above. Payout was capped at 200% on the ~~Annual Corporate Bonus~~annual bonus component of the NEO’s target bonus opportunity for fiscal ~~2020.~~2021. Similar to the

29

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~Quarterly Division Bonus program,~~ quarterly bonus, 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.

~~Our Adjusted EBITDA~~

The targets and actual performance for fiscal 2021 for purposes of $4,524 million in fiscal 2020 exceeded 200% of the target goal. Consequently, the Compensation Committee determined that 200% of the Annual Corporate Bonus component, or the maximum amount, of each NEO’s fiscal 2020 target bonus opportunity was earned.

~~The NEOs earned the following amounts under the 2020 Bonus Plan:~~

Name

Target
Bonus For
Fiscal 2020
($)

Aggregate
Quarterly
Division
Bonus for
Fiscal 2020
Earned
($)

Annual
Corporate
Bonus for
Fiscal 2020
Earned
($)

Aggregate
Bonus for
Fiscal 2020
Earned
($)
Vivek Sankaran

2,250,000

2,093,244

2,250,000

4,343,244
Robert B. Dimond

850,000

790,781

850,000

1,640,781
Susan Morris

900,000

837,298

900,000

1,737,298
Juliette W. Pryor⁽¹⁾

515,865

465,355

515,865

981,220
Christine Rupp

750,000

697,748

750,000

1,447,748

~~(1)~~

~~Ms. Pryor commenced employment on June 15, 2020.~~

~~Special Bonuses~~

~~In addition to~~ the annual cash ~~incentive program, we~~bonus were as follows (in millions):

Metric	Fiscal 2021
Target Adjusted EBITDA	$ 3,600
Actual Adjusted EBITDA*	$ 4,398
Target ID Sales %	-6.0%
Actual ID Sales %	-0.1%

*

For a reconciliation of non-GAAP measures, please see pages 52-54 of our 2021 Form 10-K.

Based on Company performance, the NEOs each earned approximately 200% of their target cash bonus for the annual portion. The actual cash bonus earned for the annual portion and the aggregate cash bonus (inclusive of quarterly bonus) for fiscal 2021 were as follows.

Name	Actual Annual Portion of Cash Bonus Earned		Total Quarterly + Annual Cash Bonus for Fiscal 2021
Vivek Sankaran	$	2,250,000	$	4,500,000
Sharon McCollam	$	600,962	$	1,201,923
Robert Dimond	$	850,000	$	1,700,000
Anuj Dhanda	$	700,000	$	1,400,000
Susan Morris	$	1,000,000	$	2,000,000
Christine Rupp	$	750,000	$	1,500,000

Special Bonuses

We may from time to time pay our NEOs discretionary bonuses as determined by the ~~board of directors~~Board or the Compensation Committee to reflect superior individual performance, to recognize new roles and responsibilities, to attract new hires or to compensate new hires for amounts forfeited from their previous employer.

As discussed under ““- Discussion of the Terms of the Employment ~~Agreements— Employment Agreement~~Agreements with ~~Vivek Sankaran”~~ our NEOs” Mr. Sankaran ~~earned~~received a $2,500,000 retention bonus paid in ~~connection with~~April 2021 pursuant to his employment agreement and Ms. McCollam received $2,000,000 as a sign-on retention award ~~that was~~ paid ~~on April 25, 2020.~~

~~In connection with the hiring of Ms. Pryor~~ in 2020, Ms. Pryor received a sign-on retention award of $3.25 million consisting of three separate payments - $1.5 million was paid within thirty days of the commencement of her employment, $875,000 was paid on June 15, 2021 and, subject to her continued employment, $875,000 is payable on June 15, 2022.

~~Ms. Rupp received a retention bonus payment of $500,000 on December 1, 2020.~~

September, 2021.

Long-Term Incentive Award Programs

~~Development~~

The Compensation Committee annually awards time-based and performance-based equity incentive compensation to certain eligible employees, including the NEOs. The combination of ~~Our Equity Incentive Plans~~

~~The Company maintains~~ the ~~Albertsons Companies, Inc. Restricted Stock Unit Plan (the “Restricted Stock Unit Plan”), which was previously named~~two ensures balance between retention and performance and aligns the ~~“Albertsons Companies, Inc. Phantom Unit Plan” (the “Phantom Unit Plan”).~~ executive’s interests with the interests of our stockholders.

What were the changes to the long-term incentive program for fiscal 2021 and why were these changes made?

Prior to being amended and restated, the Phantom Unit Plan provided for grants of “Phantom Units” to certain employees, directors and consultants. Each Phantom Unit provided a participant with a contractual right to receive, upon vesting, equity in each of the Company’s former parents, Albertsons Investor Holdings LLC (“Albertsons Investor”) and KIM ACI, LLC (“KIM ACI”), consisting of one management incentive unit in Albertsons Investor and one management incentive unit in KIM ACI. Upon the amendment and restatement of the Phantom Unit Plan as the Restricted Stock Unit Plan, all outstanding awards of Phantom Units were converted to awards of Restricted Stock Units under

30

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~the Restricted Stock Unit Plan, subject to substantially identical terms and conditions as applied prior~~fiscal 2021, similar to the ~~conversion. No changes~~cash bonus structure, Company performance was measured on the basis of a single metric - Adjusted EBITDA. When the Compensation Committee evaluated the compensation structure for fiscal 2021, for reasons similar to ~~vesting conditions or~~restructuring the ~~fair~~cash bonus program, the Compensation Committee also calibrated the long-term incentive award program. Beginning fiscal 2021, the performance-based restricted stock units vest on the basis of Company performance on 2 financial metrics EPS and ROIC Modifier.

52

How is long-term incentive set for the fiscal year?

The target value of long-term equity incentive awards is based on competitive data and the ~~award occurred as a result of the conversion. All share disclosures within this Proxy Statement~~executive’s total compensation. Annual equity grants are ~~presented on a post-IPO conversion basis. Upon vesting, an award of Restricted Stock Units will be settled in shares of our common stock.~~

~~On May 5, 2020, we adopted the Albertsons Companies, Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”).~~typically split 50-50 between time-based and performance-based awards. The Omnibus Plan became effective upon our IPO. A maximum of 43,563,800 shares of our common stock may be issued or transferred pursuant to awards under the Omnibus Plan. The number of shares of our common stock available under the Omnibus Plan will be reduced by one share for each share issued under an award. During fiscal 2020, we granted Restricted Stock Units under the Omnibus Plan.

~~CEO Award Structure~~

~~As discussed under “Employment Agreements—Employment Agreement with Vivek Sankaran” Mr. Sankaran was granted~~ equity awards are in ~~2019 that were intended to cover his initial employment term. As a result, Mr. Sankaran was not granted any equity awards in fiscal 2020, but had~~ the ~~ability to earn shares~~form of restricted stock ~~based on our fiscal 2020 performance.~~

units.

Time-Based Restricted Stock ~~Unit Awards~~

~~During fiscal 2020, our NEOs,~~Units

Time-based restricted stock units enable us to retain highly qualified individuals while tying their pay with continued growth of the ~~exception~~Company over the long-term. The term of ~~Mr. Sankaran, were awarded Restricted Stock Units. The RSUs~~the time-based restricted stock unit awards is three years and the restricted stock units typically vest ~~based~~one-third annually on the ~~NEO’s continued service in one-third installments at~~last date of the ~~end~~fiscal year over the three-year period, subject to continuous employment of ~~each of fiscal 2020, fiscal 2021 and fiscal 2022 (collectively,~~ the ~~“Time-Based RSUs”), other than Ms. Pryor’s awards. Following a change of control, if an NEO’s employment is terminated by us without “cause” or due to~~participant through the ~~NEO’s death or disability, all Time-Based RSUs not previously forfeited would become 100% vested.~~

~~The number of Time-Based RSUs granted to each NEO are set forth below under the “Grants of Plan Based Awards in Fiscal 2020” table on page~~ 41.

vest dates.

Performance-Based Restricted Stock ~~Unit Awards~~

~~2020 Performance-Based Restricted Stock Unit Awards. In fiscal 2020, we awarded~~Units

The performance-based ~~RSUs to our NEOs, other than Mr. Sankaran (the “Performance-Based RSUs”). The Performance-Based RSUs~~restricted stock unit awards specify a target number of ~~RSUs~~restricted stock units subject to the ~~award but~~award. At the time of grant, the performance-based awards are hypothetical shares of Common Stock subject to issuance only upon attainment of the performance goals. The term of the performance-based restricted stock unit awards is three years. The actual number of total ~~RSUs for which~~restricted stock units the NEO can earn is based on the separate achievement of specified performance ~~criteria~~goals in the three fiscal ~~2020, fiscal 2021 and fiscal 2022, respectively. The vesting~~years inclusive of the ~~awards is generally~~grant year. To the extent any restricted stock units 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 ~~end of fiscal 2022.~~term. Any ~~RSUs~~restricted stock units not earned at the end of a fiscal year as a result of the performance criteria not being met ~~would be~~is automatically forfeited.

~~With respect to~~

The performance measures are based on one or more pre-established objective criteria. At the end of each fiscal ~~2020, the NEO may earn between 0% and 200% of one-third~~year of the ~~total~~three-year award term, the participant’s account is credited with that number of accrued restricted stock units equal to the target number ~~of Performance-Based RSUs based on our achievement of our annual Adjusted EBITDA target~~ for such fiscal year ~~in accordance with~~multiplied by the ~~schedule below:~~

Fiscal 2020
Adjusted EBITDA
Target Achievement

Percentage of
Target Number of
RSUs Earned
95%

75%
100%

100%
120%

120%
146.667%

200%

31

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

If we achieve less than 95% of our annual Adjusted EBITDA target for fiscal 2020, an NEO will not earn any Performance-Based RSUs for fiscal 2020. For performance between 95% and 100% and 100% and 120% of our annual Adjusted EBITDA target, the number of RSUs earned for fiscal 2020 is determined by interpolation on a straight-line basis. With respect to fiscal 2020, performance above 120% of our annual Adjusted EBITDA target would entitle an NEO to 120% of the target number of RSUs plus an additional 3% of the target number of Performance-Based RSUs for each 1% our annual Adjusted EBITDA target exceeds 120% (with the number of RSUs earned for achievement between each 1% increase in Adjusted EBITDA being determined by interpolation on a straight-line basis), up to a maximum of 200% of the target number of RSUs for fiscal 2020. Performance-Based RSUs with respect to future periods can be earned in accordance with the schedule below:

Fiscal 2021 and Fiscal 2022
Adjusted EBITDA
Target Achievement

Percentage of
Target Number of
RSUs Earned
Less Than 85%

0%
85%

50%
100%

100%
110% or More

200%

The Adjusted EBITDA target for fiscal 2020 was $2,900 million for the Performance-Based RSUs. Based on our Adjusted EBITDA of $4,524 million in fiscal 2020, the NEOs earned 200% of the target awards for fiscal 2020.

~~2018 and 2019 Performance-Based Restricted Stock Unit Awards~~. During fiscal 2018 and fiscal 2019, we awarded performance-based RSUs to Mr. Dimond and Mses. Morris and Rupp (the “2018 and 2019 Performance-Based RSUs”). Each award specifies a target number of RSUs, but the actual number of total RSUs for which the NEO can become vested is based on the separate achievement of specified performance criteria in fiscal 2019, fiscal 2020 and fiscal 2021. The vesting of the awards is generally subject to continued employment through the end of fiscal 2021.

With respect to each of the fiscal years, the NEO may earn between 0% and 120% of one-third of the total target number of 2018 and 2019 Performance-Based RSUs, subject to the award based on our achievement of our annual Adjusted EBITDA target for such fiscal year in accordance with the schedule below:

Adjusted EBITDA
Target Achievement

Percentage of
Target Number of
RSUs Earned
95%

75%
100%

100%
120%

120%

If we achieve less than 95% of our annual Adjusted EBITDA target for a fiscal year, an NEO will not earn any RSUs in respect of that fiscal year. For performance between the 95% and 100% and 100% and 120% of our annual Adjusted EBITDA target, the number of RSUs earned each fiscal year is determined by interpolation on a straight-line basis. Any RSUs not earned at the end of a fiscal year as a result of the performance criteria not being met would be automatically forfeited.

The Adjusted EBITDA target for fiscal 2020 was $2,900 million for the 2018 and 2019 Performance-Based RSUs. Based on our Adjusted EBITDA of $4,524 million in fiscal 2020, the applicable NEOs earned 120% of the target awards for fiscal 2020.

32

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~The awards of Performance-Based RSUs in fiscal 2020 and awards earned for fiscal 2020 performance with respect to all outstanding performance-based RSUs is summarized below:~~

Name

Total
Performance-
Based RSUs
Awarded in
Fiscal 2020

Target
RSUs
Earned for
Fiscal 2020
Performance

Additional
RSUs
Earned for
Fiscal 2020
Performance

Total
Performance-
Based RSUs
Earned for
Fiscal 2020
Performance
Vivek Sankaran⁽¹⁾

—

—

—

—
Robert B. Dimond

142,419

101,840

58,346

160,186
Susan Morris

142,419

101,840

58,346

160,186
Juliette W. Pryor⁽²⁾

100,654

33,551

33,551

67,102
Christine Rupp

81,382

62,602

34,223

96,825

~~(1)~~

~~Mr. Sankaran was not awarded any equity in fiscal 2020.~~

~~(2)~~

~~Ms. Pryor commenced employment on June 15, 2020.~~

~~Employment Agreements~~

~~Employment Agreement with Vivek Sankaran~~

~~Term and Renewal Provisions~~. On March 25, 2019, we entered into an employment agreement with Vivek Sankaran (the “Sankaran Employment Agreement”), effective April 25, 2019 (the “Commencement Date”). The Sankaran Employment Agreement provides for an initial term that expires on the third anniversary of the Commencement Date, and thereafter automatically renews for additional one-year periods unless either party provides written notice at least 120 days prior to the end of the then-current term.

~~Salary and Bonus~~. Pursuant to the Sankaran Employment Agreement, Mr. Sankaran is entitled to receive an annual base salary of $1,500,000 and is eligible for an annual bonus targeted at 150% of his base salary. Mr. Sankaran also received a sign-on retention award of $10.0 million, (i) $5 million was paid on the Commencement Date, (ii) $2.5 million was paid on April 25, 2020 and (iii) $2.5 million was paid on April 25, 2021.

~~Pre-IPO Equity Interests~~. On his Commencement Date, Mr. Sankaran was granted profits interests consisting of 584,289 Class B-1 Units in Albertsons Investor, 588,315 Class B-1 Units in KIM ACI, 584,289 Class B-2 Units in Albertsons Investor and 588,315 Class B-2 Units in KIM ACI. The aggregate fair value of Mr. Sankaran’s Class B-1 Units and Class B-2 Units in Albertsons Investor and Class B-1 Units and Class B-2 Units in KIM ACI was $19.5 million based on a fair value of the Class B-1 Units and Class B-2 Units in Albertsons Investor of $15.04 per unit and a fair value of the Class B-1 Units and Class B-2 Units in KIM ACI of $1.64 per unit (the different fair values are due to the unequal ownership interests in the Company held by Albertsons Investor and KIM ACI).

~~Conversion to Restricted Stock~~. Upon the consummation of our IPO, Mr. Sankaran’s Class B-1 Units converted into 968,391 shares of restricted common stock (the “Time-Based Restricted Stock”) and Mr. Sankaran’s Class B-2 Units converted into 968,391 shares of restricted common stock (the “Performance-Based Restricted Stock”, and together with the Time-Based Restricted Stock, the “Restricted Stock”) of the Company and continue to vest in accordance with the vesting schedule described below.

~~Terms of Time-Based Restricted Stock~~.

~~Mr. Sankaran’s Time-Based Restricted Stock will vest in equal installments on each of the first, second, third, fourth and fifth anniversaries of his Commencement Date.~~

33

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

If, prior to a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become vested in the number of Time-Based Restricted Stock that would have vested on the next anniversary of the grant date, prorated based on the number of days of service during the period commencing on the prior anniversary of the grant date and ending on the date of Mr. Sankaran’s termination of employment.

If following a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become fully vested in all unvested Time-Based Restricted Stock. If Mr. Sankaran’s employment is terminated by us without “cause” or Mr. Sankaran resigns for “good reason” (as defined in the Sankaran Employment Agreement), 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 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.

If Mr. Sankaran’s employment terminates due to our non-renewal of the term, Mr. Sankaran will become vested in any Time-Based Restricted Stock that would have vested during the 13-month period following such termination of employment.

~~Terms of Performance Restricted Stock~~

~~Mr. Sankaran’s Performance-Based Restricted Stock are divided into three equal tranches, each of which will vest in installments:~~

○	~~The first tranche, consisting of one-third of the Performance-Based Restricted Stock, vests at the end of each of fiscal 2019, fiscal 2020 and fiscal 2021 (“Tranche One”);~~

○	~~the second tranche, consisting of one-third of the Performance-Based Restricted Stock, vests at the end of each of fiscal 2020, fiscal 2021 and fiscal 2022 (“Tranche Two”); and~~

○

the third tranche, consisting of one-third of the Performance-Based Restricted Stock, vests at the end of each of fiscal 2021, fiscal 2022 and fiscal 2023 (“Tranche Three”), in each case based on our attainment of performance criteria for each applicable fiscal year, and in each case subject to Mr. Sankaran’s continued employment with the Company.

With respect to each fiscal year, Mr. Sankaran will vest in between 0% and 100% of the Performance-Based Restricted Stock eligible to become vested in that fiscal year based on our achievement of our annual Adjusted EBITDA targetaccrual factor for such fiscal year. For ~~Mr. Sankaran to vest in any Performance-Based Restricted Stock in respect of~~the fiscal 2021 performance-based restricted stock unit awards, accrual factor for a fiscal year ~~we must achieve at least 95% of our annual Adjusted EBITDA target for that fiscal year. Performance at 95% of our annual Adjusted EBITDA target will entitle Mr. Sankaran~~is a number equal to ~~75%~~the product of the ~~target number of Performance-Based Restricted Stock~~EPS Accrual Percentage and the ROIC Modifier, both as explained below. The accrual factor for ~~such fiscal year. Any Performance-Based Restricted Stock that do not vest at the end of a~~each fiscal year ~~are automatically forfeited.~~

~~If Mr. Sankaran’s employment~~ is ~~terminated~~certified by ~~Mr. Sankaran without good reason: (i) prior to~~ the conclusion of fiscal 2021, Tranche One will be forfeited in its entirety; (ii) prior to the conclusion of fiscal 2022, Tranche Two will be forfeited in its entirety; and (iii) prior to the conclusion of fiscal 2023, Tranche Three will be forfeited in its entirety.

If, prior to a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become vested in the number of Performance-Based Restricted Stock that would have vestedCompensation 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 fiscal year.

EPS Accrual Percentage: The “EPS Accrual Percentage” for a particular fiscal year is determined as indicated in ~~which such termination of employment occurs based on our attainment of performance targets~~the table below by comparing the Company’s EPS achieved for such fiscal year ~~prorated~~

34

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Table of ~~such termination.~~Contents

~~based on~~to the ~~number of days of service during the applicable fiscal year ending on the date of Mr. Sankaran’s termination of employment.~~

If, following a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become fully vested in all unvested Performance-Based Restricted Stock (to the extent not previously forfeited) as if the performance targets for future fiscal years had been fully achieved. If Mr. Sankaran’s employment is terminated by us without cause or by Mr. Sankaran for good reason, Mr. Sankaran will become fully vested in any Performance-Based Restricted Stock that would have become vested at the end of the fiscal year in which such termination occurs, based on the attainment of performance targets for such fiscal year.

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 any unvested Performance-Based Restricted Stock (to the extent not previously forfeited) as if the performance targets for future fiscal years had been fully achieved. If Mr. Sankaran’s employment terminates due to our non-renewal of the term, Mr. Sankaran will become vested in any Performance-Based Restricted Stock that would have vested during the 13-month period following such termination of employment, based on our attainment of performance targetsEPS 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%.

Attainment of EPS Goal (EPS/EPS Goal)		EPS Accrual Percentage
Less than 66%		0%
66%		50%
100%		100%
Greater than or equal to 123%		160%

53

~~If Mr. Sankaran’s employment terminates due to his death or disability, subject to his (or his legal representative’s, as appropriate) execution of~~

ROIC Modifier. The “ROIC Modifier” for a ~~release, Mr. Sankaran or his legal representative, as appropriate, would~~particular fiscal year shall be ~~entitled to receive: (i)~~determined by comparing the earned but unpaid portion of any bonus earned in respect of any completed performance period prior to the date of termination; (ii) a lump sum payment in an amount equal to 25% of his base salary; (iii) a bonusCompany’s ROIC achieved for the fiscal year ~~of termination based on actual performance metrics~~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 fiscal year be more than 125%.

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

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 ~~Company~~participant through the vest dates.

The target goals and actual performance for fiscal 2021 were as follows:

Performance Measures	Threshold	Target	Maximum	Total Payout (% of Target)
Earnings Per Share (EPS) % of Target That May Be Earned Performance Goals
Return on Invested Capital (ROIC) – Modifier % of Target That May Be Earned Performance Goals
Total Payout in FY2021				200%

The number of performance-based restricted stock units awarded (at target) to each of the NEOs in ~~which the termination date occurs, but prorated based on~~fiscal 2021, the number of days of service during the applicable fiscal year through the termination date; (iv) payment of the unvested or unpaid portions of his sign-on retention award; and (v) reimbursement of the cost of continuation coverage of group health coverage for a period of 18 months.

~~Termination Scenarios~~

~~If Mr. Sankaran’s employment is terminated by us without cause or by Mr. Sankaran for good reason,~~performance-based restricted stock units subject to ~~his execution of a release, Mr. Sankaran would be entitled to receive (i) the~~being earned ~~but unpaid portion of any bonus earned in respect of any completed~~for fiscal 2021 performance period prior to the date of termination; (ii) a lump sum payment in an amount equal to 200% of the sum of his base salary plus target bonus; (iii) a bonus for the fiscal year of termination based on actual performance metrics for the fiscal year of the Company in which the termination date occurs, but prorated based on(at target) and the number of ~~days~~performance-based restricted stock units earned upon certification of ~~service during~~fiscal 2021 performance by the ~~applicable~~Compensation Committee in April 2022 are as follows:

Name	Performance- Based RSUs Awarded in Fiscal 2021 (@ Target)	Performance- Based RSUs Subject to Being Earned For Fiscal 2021 (@ Target)	Performance- Based RSUs Earned For Fiscal 2021 (200% of Target)
Vivek Sankaran⁽¹⁾	N/A	N/A	N/A
Sharon McCollam	121,871	40,623	81,246
Robert Dimond⁽²⁾	93,935	31,312	0
Anuj Dhanda	46,967	15,656	31,312
Susan Morris	93,935	31,312	62,624
Christine Rupp	80,515	26,838	53,676

⁽¹⁾

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

⁽²⁾

Mr. Dimond retired from the Company on February 26, 2022, and all outstanding performance-based restricted stock units awarded in fiscal 2021 were forfeited.

54

As stated in the discussion of director compensation, beginning with the fiscal ~~year through~~2021 annual equity grants, to the ~~termination date; (iv) payment of the~~extent dividends are declared by our Board, each unvested ~~or unpaid portions of his sign-on retention award;~~time-based restricted stock unit and ~~(v) reimbursement of the cost of continuation coverage of group health coverage for a period of 18 months.~~

~~If Mr. Sankaran’s employment is terminated due to our election not to renew the term of his employment, subject to his execution of a release, Mr. Sankaran would be entitled to receive: (i) the~~each earned but unpaid portion of any bonus earned in respect of 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 his base salary plus target bonus; and (iii) reimbursement of the cost of continuation coverage of group health coverage for a period of 18 months.

~~In connection with our repurchase 101,611,736 shares of outstanding common~~unvested performance-based restricted stock from certain pre-IPO stockholders (the “Repurchase”) on June 9, 2020, Mr. Sankaran received a cash distribution of approximately $2.6 million from Albertsons Investor and KIM ACI in respect to the portion of Mr. Sankaran’s Class B-1 Units that became vested in April 2020 and Class B-2 Units that became vested

35

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

in February 2020 and as a tax distribution in respect of the portion of Mr. Sankaran’s total allocation attributable to his unvested Class B-1 Units and Class B-2 Units. Mr. Sankaran will be entitled to approximately $4.2 million, the cash distribution in connection with the Repurchase attributable to Mr. Sankaran’s unvested Class B-1 Units and Class B-2 Units in accordance with the same vesting schedule that applies to the Time-Based Restricted Stock and Performance-Based Restricted Stock.

~~Employment Agreements with other executives~~

During fiscal 2020, each of Mr. Dimond and Mses. Morris, Pryor and Rupp were subject to a respective employment agreement with the Company (collectively, the “Executive Employment Agreements”). Each Executive Employment Agreement has a term that ends on January 30, 2023 and provides that the respective NEOunit is ~~entitled to a specified annual base salary and eligibility for an annual bonus targeted at 100% of his or her annual base salary.~~

~~If the NEO’s employment terminates due to his or her death or he or she is terminated due to disability, the executive or his or her legal representative, as appropriate, would be entitled~~eligible to receive a lump sum payment in an amount equal to 25% of his or her base salary. If the NEO’s employment is terminated by us without cause or by the executive for good reason, subject to his or her execution of a release, the executive would be entitled to a lump sum payment in an amount equal to 200% of the sum of his or her base salary plus target bonus and reimbursement of the cost of continuation coverage of group health coverage for a period of 12 months.

~~For the purposes of each Executive Employment Agreement, cause generally means:~~

~~conviction of a felony;~~

~~acts of intentional dishonesty resulting or intending to result in personal gain or enrichment at our expense, or our subsidiaries or affiliates;~~

a material breach of the executive’s obligations under the applicable Executive Employment Agreement, including, but not limited to, breach of the restrictive covenants or fraudulent, unlawful or grossly negligent conduct by the executive in connection with his or her duties under the applicable Executive Employment Agreement;

~~personal conduct by the executive~~DERs which ~~seriously discredits or damages us, our subsidiaries or our affiliates; or~~

~~contravention of specific lawful direction from the board of directors.~~

~~For the purposes of each Executive Employment Agreement, good reason generally means:~~

~~a reduction in the base salary or target bonus; or~~

without prior written consent, relocation of the executive’s principal location of work to any location that is in excess of 50 miles from such location on the date of the applicable Executive Employment Agreement.

~~Deferred Compensation Plan~~

Our subsidiaries, Albertson’s LLC and New Albertsons L.P., maintain the Albertson’s LLC Makeup Plan and NALP Makeup Plan, respectively (collectively, the “Makeup Plans”). The Makeup Plans are unfunded nonqualified deferred compensation arrangements. Designated employees may elect to defer the receipt of a portion of their base pay, bonus and incentive payments under the Makeup Plans. The amounts deferred are held in a book entry account and are deemed to have been invested by the participant in investment options designated by the participant. Participants are vested in their accounts under the Makeup Plansvest according to the same ~~extent they are vested~~schedule as the underlying unit. Accrued but unvested DERs also receive DERs in ~~their accounts~~subsequent dividends.

Performance-Based Restricted Stock Unit Vests Under Prior Grants

The performance-based restricted stock units awarded to the NEOs from fiscal 2018 to fiscal 2020 (“Prior Grants”) have identical vest schedules as the fiscal 2021 awards. The following tables provide the number of performance-based restricted stock units that were earned by the NEOs pursuant to the Prior Grants (third tranche of the fiscal 2018 and fiscal 2019 grants and the second tranche of the fiscal 2020 grant) upon certification of fiscal 2021 performance by the Compensation Committee in April 2022. The maximum payout under the ~~401(k) plan discussed below, except~~fiscal 2020 grant was 200% and that ~~accounts~~ under ~~the Makeup Plans will become fully vested upon a change of control.~~

fiscal 2019 and fiscal 2018 grants was 120%.

Fiscal 2020 Grant

Name	Fiscal 2020 Performance- Based RSUs @Target	% Achieved	Performance- Based RSUs Earned for Fiscal 2021 Performance
Vivek Sankaran⁽¹⁾	N/A	N/A	N/A
Sharon McCollam⁽²⁾	N/A	N/A	N/A
Robert Dimond⁽³⁾	47,473	200%	0
Anuj Dhanda	20,346	200%	40,692
Susan Morris	47,473	200%	94,946
Christine Rupp	27,127	200%	54,254

⁽¹⁾

36

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

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

⁽²⁾

Ms. McCollam joined the Company on September 7, 2021.

⁽³⁾

Mr. Dimond retired on February 26, 2022 and all outstanding performance-based restricted stock units awarded in fiscal 2020 were forfeited.

Fiscal 2019 and Fiscal 2018 Grants

Name	Fiscal 2018 and fiscal 2019 Performance- Based RSUs @Target	% Achieved	Performance Based RSUs Earned for Fiscal 2021 Performance
Vivek Sankaran⁽¹⁾	N/A	N/A	N/A
Sharon McCollam	N/A	N/A	N/A
Robert Dimond	54,366	120%	65,239
Anuj Dhanda	21,745	120%	26,094
Susan Morris	54,366	120%	65,239
Christine Rupp	35,474	120%	42,569

⁽¹⁾

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

55

No deferral contributions for a year will be credited, however, until the participant has been credited with the maximum amount of elective deferrals permitted by the terms of the 401(k) plans and/or the limitations imposed by the United States Internal Revenue Code of 1986, as amended (the “Code”). In addition, participants will be credited with an amount equal to the excess of the amount we would contribute to the 401(k) plans as a Company contribution on the participant’s behalf for the plan year without regard to any limitations imposed by the Code based on the participant’s compensation over the amount of our actual Company contributions for the plan year. Generally, payment of the participant’s account under the Makeup Plans will be made in a lump sum following the participant’s separation from service. Participants in the Makeup Plans are unsecured general creditors. Effective December 31, 2018, the Makeup Plans were frozen. The Makeup Plans were replaced by the Albertsons Companies Deferred Compensation Plan ~~effective January 1, 2019, which provides for deferral on substantially the same terms as the Makeup Plans.~~

In addition to the Makeup Plans, our subsidiary, Safeway, maintained the Safeway Executive Deferred Compensation Program II (the “Safeway Plan” and together with the Makeup Plans and Albertsons Companies Deferred Compensation Plan, the “Deferred Compensation Plans”), which was an unfunded nonqualified deferred compensation arrangement. The Safeway Plan was replaced by the Albertsons Companies Deferred Compensation Plan effective January 1, 2019.

For fiscal ~~2020, Messrs. Sankaran and Dimond and Mses. Morris, Pryor and Rupp~~2021, our NEOs were eligible to participate in the Albertsons Companies Deferred Compensation ~~Plan. For fiscal 2020, Mr.~~Plan and Messrs. Dimond and Dhanda and Ms. Morris were the only ~~participants in the~~participants. See “-Nonqualified Deferred ~~Compensation Plans. See the~~Compensation” table ~~entitled “Nonqualified Deferred Compensation”~~ below for information with regard to the participation of the NEOs in the Deferred Compensation ~~Plans.~~

Plan.

401(k) Plan

The Albertsons Companies 401(k) Plan (the “ACI 401(k) Plan”) permits eligible employees to make voluntary, pre-tax employee contributions and/or voluntary after-tax Roth contributions up to a specified percentage of compensation, subject to applicable tax limitations. We may make a discretionary matching contribution equal to a pre-determined percentage of an employee’s contributions, subject to applicable tax limitations. Eligible employees who elect to participate in the ACI 401(k) Plan are generally 50% vested upon completion of two years of service and 100% vested after three years of service in any discretionary matching contribution, and fully vested at all times in their employee contributions. For the ~~2020~~2021 plan year, our ~~board of directors~~Board set a matching contribution rate equal to ~~65%~~50% of an employee’s contribution up to 7% of ~~base salary.~~

total compensation (base salary plus cash bonus).

Other Benefits

The NEOs participate in the health and dental coverage, Company-paid term life insurance, disability insurance, paid time off and paid holidays programs applicable to other employees in their locality. We also maintain a relocation policy applicable to employees who are required to relocate their residence. These benefits are designed to be competitive with overall market practices and are in place to attract and retain the necessary talent in the business.

Perquisites

Except as otherwise noted below, the NEOs generally are not entitled to any perquisites that are not otherwise available to all of our employees.

Mr. Sankaran is entitled to the use of our corporate aircraft for up to 50 hours per year for himself, his family members and guests at no cost to him, other than the payment of income tax on such usage at the lowest permissible rate. ~~Other executives, generally those with the title of executive vice president or above, may request the personal use of a Company-owned aircraft subject to availability.~~

37

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

For fiscal ~~2020, Mr.~~2021, Messrs. Dimond and ~~Mses.~~Dhanda and Mmes. McCollam, Morris ~~Pryor~~ and Rupp were eligible for financial and tax planning services and/or executive physical up to a maximum annual amount of ~~$8,000 and were eligible for an executive physical.~~

$8,000.

Stock Ownership Guidelines and Hedging/Pledging

To more closely align the interests of senior management with the interests of our stockholders, the ~~board of directors~~Board has adopted stock ownership guidelines. These guidelines require certain senior executives to acquire and hold a minimum dollar value of our common stock as set forth below:

All covered individuals are expected to achieve the target level within five years from the later of June 30, 2020, or appointment to their positions. Until the requirements are met, covered individuals, including the NEOs, must hold 50% of ~~common stock issued pursuant to performance units earned, shares~~Common Stock received ~~and~~ upon the (i) vesting and settlement of performance shares or performance stock units; (ii) vesting of shares of restricted ~~stock~~stock; and ~~upon the~~(iii) vesting and settlement of restricted stock units, except those necessary to pay applicable ~~taxes using a tax rate based on the maximum marginal federal, state and local employment and income tax rates applicable to the covered individual. Hedging and pledging~~taxes.

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Pledging of our ~~common stock~~Common Stock may be prohibited in accordance with ~~(i)~~ any “lock-up” ~~agreements~~agreement that the individual may have entered into with us, ~~(ii) under~~subject to certain exceptions. Our Insider Trading Policy prohibits our ~~insider trading policy~~officers and directors from engaging, directly or ~~(iii)~~indirectly, in any speculative transactions involving Company securities, including as ~~may be prohibited by the terms~~part of ~~any other agreement with us.~~

a hedge transaction.

Recoupment Policy

We have a recoupment and forfeiture ~~policy which~~policy. It provides that if an executive ~~officer~~ at the level of Senior Vice President or higher ~~received an annual cash incentive~~(including Division President) engaged, directly or indirectly, in fraudulent or other misconduct that caused a ~~long-term cash incentive in an amount higher than otherwise would have been paid upon restated financial results~~material restatement of the Company’s financials or ~~based upon~~required the recalculation of the performance achieved by the Company then, upon written notice from, and as determined by, the Compensation Committee, ~~then~~ the executive ~~upon demand from the Compensation Committee,~~ will reimburse usthe Company for the amounts that would not have been paid or earned or gains realized if the error had not occurred. Alternatively, the Compensation Committee can also adjust any unpaid compensation or cancel or rescind outstanding vested or unvested awards. This recoupment policy applies to those amounts paid by usthe Company within the three-year period prior to the detection of the error.

The Process of Setting Executive Compensation

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 2021, 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.

Role of Management and the CEO in Setting Executive Compensation

The Compensation Committee solicits the views of our CEO when making compensation decisions for other NEOs (except his own). None of our NEOs participate in their own compensation discussion.

57

Table of ~~Accounting and Tax Matters~~Contents

Use of Peer Review in Setting Our Executive Compensation

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

Our compensation peer group for fiscal 2021 was as follows:

Best Buy

Costco

CVS

Dollar General

Dollar Tree

Home Depot

Kroger

Lowe’s Companies

Starbucks

Sysco

Target

TJX Companies

Walgreens

Compensation Risk ~~Mitigation~~Assessment

Our compensation program motivates our leaders to perform and engages them in the Company’s success which contributes to stockholder value. We believe our approach to compensation helps mitigate excessive risk-taking that could harm Company value or reward poor judgment by our executives. Below are some highlights of the Company’s compensation program which mitigate risks associated with compensation:

Balance between “short- and long-term” pay and “fixed and variable” pay;

Performance-based payouts within range of competitive practices;

Company performance measured against objective, pre-determined financial metrics;

Capped payout levels for incentive compensation;

Stock ownership guidelines for directors, NEOs and upper management;

Recoupment and forfeiture policy for upper management; and

Validation of pay-for-performance on an annual basis by stockholders.

Our Compensation Committee ~~has assessed~~monitors and considers the risk ~~associated with our~~mitigating factors when setting executive compensation. Based on such review, the Compensation Committee has concluded that the compensation ~~practices and policies for employees, including a consideration of the balance between risk-taking incentives and risk-mitigating factors in our practices and policies. The assessment determined~~program does not create risks that ~~any risks arising from our compensation practices and policies~~ are ~~not~~ reasonably likely to have a ~~material~~materially adverse effect on ~~our business~~the Company or ~~financial condition.~~put the Company at-risk.

58

~~Impact~~

As a general matter, the Compensation Committee is responsible for reviewing and considering the various tax and accounting implications of compensation vehicles that we utilize. With respect to accounting matters, the Compensation Committee examines the accounting cost associated with equity compensation in light of ASC 718.

38

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS—EXECUTIVE COMPENSATION TABLES~~

Summary Compensation Table

The following table ~~shows~~sets forth summary information concerning the total compensation earned ~~or received during fiscal 2020, fiscal 2019 and fiscal 2018~~ by our NEOs for each of the ~~NEOs (as determined pursuant to the Securities and Exchange Commission’s disclosure requirements for executive compensation in Item 402 of Regulation S-K).~~

Name and Principal Position

Fiscal
Year⁽¹⁾

Salary
($)

Bonus
($)⁽²⁾

Stock
Awards
($)⁽³⁾

Non-Equity
Incentive Plan
Compensation
($)⁽⁴⁾

All Other
Compensation
($)⁽⁵⁾

Total
($)
Vivek Sankaran
President and Chief
Executive Officer

2020

1,500,000

2,500,000

—

4,343,244

140,091

8,483,335

2019

1,280,769

5,000,000

19,505,086

2,617,239

541,798

28,944,892
Robert B. Dimond
Executive Vice President and
Chief Financial Officer

2020

850,000

—

4,598,031

1,640,781

58,088

7,146,900

2019

866,346

—

—

1,170,014

34,978

2,071,338

2018

800,962

76,495

2,515,008

508,674

52,200

3,953,339
Susan Morris
Executive Vice President and
Chief Operations Officer

2020

900,000

91,597

4,598,031

1,737,298

60,340

7,387,266

2019

917,308

135,105

—

1,238,838

45,179

2,336,430

2018

867,308

131,151

2,515,008

550,256

41,276

4,104,999
Juliette W. Pryor
Executive Vice President and
General Counsel

2020

515,865

1,500,000

2,814,286

981,220

5,000

5,816,370
Christine Rupp
Executive Vice President and
Chief Customer and Digital Officer

2020

750,000

500,000

2,627,472

1,447,748

136,085

5,461,305

2019

184,615

1,500,000

2,819,320

243,881

62,743

4,810,559

last three completed fiscal years.

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	2021	1,500,000	2,500,000	—	4,500,000	139,520	8,639,520
	2020	1,500,000	2,500,000	—	4,343,244	140,091	8,483,335
	2019	1,280,769	5,000,000	19,505,086	2,617,239	541,798	28,944,892
Sharon McCollam President and Chief Financial Officer	2021	476,923	2,000,000	7,999,986	1,201,923	30,489	11,709,321
Robert Dimond Former Executive Vice President and Chief Financial Officer	2021	850,000	—	3,500,018	1,700,000	246,281	6,296,299
	2020	850,000	—	4,598,031	1,640,781	58,088	7,146,900
	2019	866,346	—	—	1,170,014	34,978	2,071,338
Anuj Dhanda Executive Vice President and Chief Information Officer	2021	700,000	3,057,253	1,749,990	1,400,000	139,646	7,046,889
Susan Morris Executive Vice President and Chief Operations Officer	2021	1,000,000	91,597	3,500,018	2,000,000	146,498	6,738,113
	2020	900,000	91,597	4,598,031	1,737,298	60,340	7,387,266
	2019	917,308	135,105	—	1,238,838	45,179	2,336,430
Christine Rupp Executive Vice President and Chief Customer and Digital Officer	2021	750,000	—	2,999,988	1,500,000	70,740	5,320,728
	2020	750,000	500,000	2,627,472	1,447,748	136,085	5,461,305
	2019	184,615	1,500,000	2,819,320	243,881	62,743	4,810,559

⁽¹⁾

Reflects ~~a 52-week year~~the fiscal years ended February 26, 2022, February 27, 2021, ~~a 53-week year ended~~and February 29, ~~2020 and a 52-week year ended February 23, 2019.~~2020.

~~(2)~~

~~Reflects retention~~⁽²⁾

Ms. McCollam was hired on September 7, 2021. The amount shown reflects the pro-rata amount paid during fiscal 2021 based upon an annual salary of $1,000,000.

⁽³⁾

Retention bonuses, sign-on bonuses and tax bonuses paid to the NEOs in the form of cash or equity, as set forth in the table below. ~~Tax~~Mr. Sankaran received a cash retention award pursuant to his employment agreement; Ms. McCollam received a sign-on cash retention award; Mr. Dhanda received a retention award in the form of 129,590 time-based restricted stock units that will vest fully on August 5, 2024 and the reported amount includes the grant date fair market value of the restricted stock units. Mr. Dhanda and Ms. Morris received tax bonuses equal to 4% of the grant date fair market value of certain pre-IPO time-based restricted stock unit grants upon their vest.

Name	Fiscal Year	Retention Bonus ($)	Sign On Bonus ($)	Tax Bonus ($)
Vivek Sankaran	2021	2,500,000	—	—
Sharon McCollam	2021	—	2,000,000	—
Robert Dimond	2021	—	—	—
Anuj Dhanda	2021	3,000,009	—	57,244
Susan Morris	2021	—	—	91,597
Christine Rupp	2021	—	—	—

⁽⁴⁾

Reflects the grant date fair market value of the ~~common~~(a) restricted stock ~~were paid to certain of the NEOs in fiscal 2020, fiscal 2019 and fiscal 2018 in connection with the vesting of Restricted Stock Units.~~

Name

Fiscal
Year

Retention Bonus
($)

Sign On Bonus
($)

Tax Bonus
($)
Vivek Sankaran

2020

2,500,000

—

—

2019

—

5,000,000

—
Robert B. Dimond

2020

—

—

—

2019

—

—

—

2018

—

—

76,495
Susan Morris

2020

—

—

91,597

2019

—

—

135,105

2018

21,875

—

109,276
Juliette W. Pryor

2020

—

1,500,000

—
Christine Rupp

2020

500,000

—

—

2019

—

1,500,000

—

~~(3)~~

~~Reflects the fair value of the (a) Restricted Stock~~ granted to Mr. Sankaran in fiscal 2019 and (b) the ~~RSUs~~aggregate grant date fair market values of the time-based and performance-based restricted stock units granted to Mr. Dimond and Ms. Morris in fiscal ~~2018~~2021 and fiscal 2020, to Ms. Rupp in fiscal ~~2019 and~~2021, fiscal 2020 and fiscal 2019, and to Ms. ~~Pryor~~McCollam and Mr. Dhanda in fiscal ~~2020. See Note 10—Equity-Based~~2021.

The grant date fair values of the time-based restricted stock units were determined using the closing price of per share of Common Stock on May 12, 2021 of $18.63 for Messrs. Dimond and Dhanda and for Mmes. Morris and Rupp, on August 5, 2021 of $23.15 for Mr. Dhanda, on September 7, 2021 and September 9, 2021 of $33.50 and $32.17 respectively, for Ms. McCollam.

The grant date fair values of the performance-based restricted stock units were determined at target using the closing price of per share of Common Stock on May 12, 2021 of $18.63 for Messrs. Dimond and Dhanda and for Mmes. Morris and Rupp, on September 7, 2021 and September 9, 2021 of $33.50 and $32.17 respectively, for Ms. McCollam. However, see Note 10—Stock-Equity Compensation in our audited consolidated and combined financial statements included in our 2020 Annual Report for a discussion of the assumptions used in the valuation of such awards. Assuming the maximum level of performance achievement for the Performance-Based RSUs, as detailed below under the “Grants of Plan Based Awards in our audited consolidated and combined financial statements included in our 2021 Form 10-K for a discussion of the assumptions used in the valuation of such awards pursuant to FASB ASC Topic 718.

59

As required by the rules of the SEC, the grant date fair market values assuming the maximum level of performance for the performance-based restricted stock units are as follows:

Name		Fiscal ~~2020” table, the aggregate values of the Performance-Based RSUs for our NEOs are, respectively: Mr.~~2021
Vivek Sankaran		N/A
Sharon McCollam		$7,999,985
Robert Dimond ~~$4,597,285; Ms.~~		$3,500,018
Anuj Dhanda		$1,749,990
Susan Morris ~~$4,597,285; Ms. Pryor, $2,814,285; and Ms.~~		$3,500,018
Christine Rupp ~~$2,627,011.~~		$2,999,989

~~(4)~~

⁽⁵⁾

Reflects amounts paid to the NEOs under our bonus ~~plan~~program for the applicable fiscal year. For a discussion of ~~the~~our cash bonus ~~plans in 2020~~structure see “—Compensation Discussion and Analysis— ~~Annual Corporate Bonus”~~Cash Bonus.”

39

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~(5)~~
⁽⁶⁾

A detailed breakdown of “All Other Compensation” is provided in the table below:

Name

Fiscal
Year
(1)

Aircraft
($)^(a)

Relocation
($)^(b)

Life
Insurance
($)

Other
Payments
($)

Financial/
Tax
Planning
($)

Deferred
Compensation
Plan
Company
Contribution
($)^(c)

401(k) Plan
Company
Contribution
($)

Total
($)
Vivek Sankaran

2020

127,540

1,292

11,259

—

—

—

—

140,091
Robert B. Dimond

2020

—

—

1,965

—

3,440

50,001

2,682

58,088
Susan Morris

2020

—

—

1,115

—

2,400

51,138

5,687

60,340
Juliette W. Pryor

2020

—

—

—

—

5,000

—

—

5,000
Christine Rupp

2020

—

136,085

—

—

—

—

—

136,085

Name	Fiscal Year	Aircraft ($)^(a)	Relocation ($)^(b)	Life Insurance ($)	Other Payments ($)^(c)	Financial/ Tax Planning ($)	Deferred Compensation Plan Company Contribution ($)^(d)	Value of Dividends ($)^(e)	401(k) Plan Company Contribution ($)	Total ($)
Vivek Sankaran	2021	130,483	—	8,937	100	—	—	—	—	139,520
Sharon McCollam	2021	1,067	—	—	100	—	—	29,322	—	30,489
Robert Dimond	2021	—	—	—	106,250	—	95,320	32,036	12,675	246,281
Anuj Dhanda	2021	—	—	—	199	8,000	71,596	47,176	12,675	139,646
Susan Morris	2021	—	—	185	156	—	101,446	32,036	12,675	146,498
Christine Rupp	2021	—	42,942	—	309	—	—	27,489	—	70,740

~~(a)~~

~~Represents the~~^(a)

The aggregate incremental cost to us for personal use of our aircraft.

~~(b)~~

~~Reflects~~^(b)

Tax gross-ups for amounts paid infor relocation ~~assistance and any applicable tax gross-ups on such amounts.~~assistance.

~~(c)~~

~~Reflects our contributions~~^(c)

Payment to Mr. Dimond for accrued vacation upon his retirement. Miscellaneous payments for other NEOs.

^(d)

Contributions to the NEO’s Deferred Compensation Plan account in an amount equal to the excess of the amount we would contribute to the ACI 401(k) Plan as a Company contribution on the NEO’s behalf for the plan year without regard to any limitations imposed by the Internal Revenue Code based on the NEO’s compensation over the amount of our actual contributions to the ACI 401(k) Plan for the plan year.

^(e)

40

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Cash value of dividends subject to the DERs that vested with the underlying restricted stock units.

60

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 2021. 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, 2021, 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 2021. The annual total compensation of our CEO for fiscal 2021, as reported in the Summary Compensation Table, was $8,639,520.

Based on the information set forth above, for fiscal 2021 the estimated ratio of the annual compensation of our CEO to the annual compensation of our median employee was 272 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.

Grants of Plan Based Awards ~~in Fiscal 2020~~

The following table specifies the grants of awards made under our cash bonus and equity incentive plans to the NEOs during and for fiscal 2021.

	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 ($)⁽⁶⁾
Name	Approval Date⁽¹⁾	Grant Date⁽²⁾	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Units⁽⁵⁾ (#)	Grant Date Fair Value of Stock Awards ($)⁽⁶⁾
Vivek Sankaran	N/A	N/A	562,500	2,250,000	4,500,000
Sharon McCollam			312,500	1,250,000	2,500,000
	6/4/2021	9/7/2021				44,776	59,701	119,402		1,999,984
	6/4/2021	9/7/2021							59,701	1,999,984
	6/4/2021	9/9/2021				46,628	62,170	124,340		2,000,009
	6/4/2021	9/9/2021							62,170	2,000,009
Robert Dimond			212,500	850,000	1,700,000					—
	5/12/2021	5/12/2021				70,451	93,935	187,870		1,750,009
	5/12/2021	5/12/2021							93,935	1,750,009
Anuj Dhanda			175,000	700,000	1,400,000
	5/12/2021	5/12/2021				35,225	46,967	93,934		874,995
	5/12/2021	5/12/2021							46,967	874,995
	8/5/2021	8/5/2021							129,590	3,000,009

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards⁽²⁾

Estimated Future
Payouts Under Equity
Incentive Plan Awards⁽³⁾

Name/Award

Award⁽¹⁾

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

All
Other
Stock
Awards:
Number of
Units
(#)⁽⁴⁾

Fair
Value of
Stock
Awards
($)⁽⁵⁾
Vivek Sankaran

AB

—

—

2,250,000

4,500,000

—

—

—

—

—
Robert B. Dimond

AB

—

—

850,000

1,700,000

—

—

—

—

—

PBRSU

5/14/2020

—

—

—

83,078

142,419

284,838

—

TBRSU

5/14/2020

—

—

—

—

—

—

142,414

2,298,975
Susan Morris

AB

—

—

900,000

1,800,000

—

—

—

—

—

PBRSU

5/14/2020

—

—

—

83,078

142,419

284,838

—

TBRSU

5/14/2020

—

—

—

—

—

—

142,414

2,298,975
Juliette W. Pryor

AB

—

—

515,865

1,031,730

—

—

—

—

—

PBRSU

8/4/2020

—

—

—

58,715

100,654

201,308

—

TBRSU

8/4/2020

—

—

—

—

—

—

100,654

1,407,143
Christine Rupp

AB

—

—

750,000

1,500,000

—

—

—

—

—

PBRSU

5/14/2020

—

—

—

47,473

81,382

162,764

—

TBRSU

5/14/2020

—

—

—

—

—

—

81,382

1,313,736

61

	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 ($)⁽⁶⁾
Name	Approval Date⁽¹⁾	Grant Date⁽²⁾	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)	All Other Stock Awards: Number of Units⁽⁵⁾ (#)	Grant Date Fair Value of Stock Awards ($)⁽⁶⁾
Susan Morris			250,000	1,000,000	2,000,000
	5/12/2021	5/12/2021				70,451	93,935	187,870		1,750,009
	5/12/2021	5/12/2021							93,935	1,750,009
Christine Rupp			187,500	750,000	1,500,000
	5/12/2021	5/12/2021				60,386	80,515	161,030		1,499,994
	5/12/2021	5/12/2021							80,515	1,499,994

~~(1)~~

~~AB represents~~⁽¹⁾

The dates the ~~2020 Bonus Plan above under “Compensation Discussion~~Compensation Committee approved the bonus targets and ~~Analysis—Overview~~grants of ~~2020 Bonus Plan”. PBRSU represents~~ the Performance-Based RSUs as described above under “Compensation Discussion and Analysis—Performance-Based Restricted Stock Unit Awards”. TBRSU represents the Time-Based RSUs as described above under “Compensation Discussion and Analysis—Time-Based Restricted Stock Unit Awards”.long-term incentive awards.

~~(2)~~

⁽²⁾

The grant date of the long-term incentive awards.

⁽³⁾

See “—Discussion of the Terms of the Employment Agreements with our NEOs—" for description of Mr. Sankaran’s cash bonus award. Amounts represent the range of ~~annual~~ cash ~~incentive~~bonus awards the NEO was potentially entitled to receive based on the achievement of performance goals for fiscal ~~2020~~2021 under our ~~2020 Bonus~~Corporate Incentive Plan for fiscal 2021 as more fully described in “Compensation Discussion and Analysis— ~~Annual Corporate Bonus”~~Cash Bonus.” The amounts actually paid are reported in the ~~Non-Equity Incentive Plan column~~Summary Compensation Table. Ms. McCollam commenced employment on September 7, 2021. The reported amounts for Ms. McCollam are based on her annual base salary of $1,000,000. Her actual cash bonus earned is reported in the Summary Compensation ~~table. Pursuant~~Table.

⁽⁴⁾

The reported numbers for Ms. McCollam were granted as sign-on retention award and as annual award for fiscal 2021. See “—Discussion of the Terms of the Employment Agreements with our NEOs—" for description of Ms. McCollam’s sign-on retention and annual equity awards. The reported numbers for Messrs. Dimond and Dhanda and for Mmes. Morris and Rupp are pursuant to the 2020 Bonus Plan, performance below a specific threshold will result in no payment with respect to that performance goal. Performance at or above the threshold will result in a payment from $0 up to the maximum bonus amounts reflected in the table. Ms. Pryor commenced employment on June 15, 2020.

~~(3)~~

~~Amounts represent the Performance-Based RSUs~~annual award. The performance-based restricted stock units awarded to the NEOs asare described in “—Compensation Discussion and Analysis— Long-Term Incentive ~~Plans.~~Award Programs.”

~~(4)~~

~~Amounts represent~~⁽⁵⁾

The reported numbers for Ms. McCollam were granted as sign-on retention award and as annual award for fiscal 2021. See “—Discussion of the ~~Time-Based RSUs~~Terms of the Employment Agreements with our NEOs—" for description of Ms. McCollam’s sign-on retention and annual equity awards. The reported numbers for the May 12, 2021 award for Messrs. Dimond and Dhanda and for Mmes. Morris and Rupp are pursuant to the annual award. Mr. Dhanda received a retention award in the form of 129,590 time-based restricted stock units on August 5, 2021. The time-based restricted stock units awarded to the NEOs asare described in “—Compensation Discussion and Analysis— Long-Term Incentive ~~Plans.~~Award Programs.”

~~(5)~~

~~Reflects~~⁽⁶⁾

The grant date fair values of the ~~fair value~~time-based restricted stock units were determined using the closing price of ~~$16.14~~ per share ~~with respect to the RSUs awarded to Mr.~~of Common Stock on May 12, 2021 of $18.63 for Messrs. Dimond and ~~Mses.~~Dhanda and for Mmes. Morris and Rupp, on August 5, 2021 of $23.15 for Mr. Dhanda, on September 7, 2021 and ~~$13.98 per share with respect to the RSUs awarded to~~September 9, 2021 of $33.50 and $32.17 respectively, for Ms. Pryor. See Note 10—Stock-Equity Compensation in our audited consolidated and combined financial statements included in our 2020 Annual Report for a discussion of the assumptions used in the valuation of such awards.McCollam.

41

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

The grant date fair values of the performance-based restricted stock units were determined at target using the closing price of per share of Common Stock on May 12, 2021 of $18.63 for Messrs. Dimond and Dhanda and for Mmes. Morris and Rupp, on September 7, 2021 and September 9, 2021 of $33.50 and $32.17 respectively, for Ms. McCollam. However, see Note 10—Stock-Equity Compensation in our audited consolidated and combined financial statements included in our 2021 Form 10-K for a discussion of the assumptions used in the valuation of such awards pursuant to FASB ASC Topic 718.

Outstanding Equity Awards at ~~February 27, 2021~~

Option Awards

Stock Awards
Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

Market
Value of
Units of
Stock That
Have Not
Vested
($)⁽¹⁾

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares or
Units That
Have Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares or
Units That
Have Not
Vested
($)⁽¹⁾
Vivek Sankaran

—

—

—

—

—

1,506,386⁽²⁾

24,358,262

—

—
Robert B. Dimond

—

—

—

—

—

366,570⁽³⁾

5,927,437

149,312⁽⁴⁾

2,414,375
Susan Morris

—

—

—

—

—

504,007⁽⁵⁾

8,149,793

149,312⁽⁶⁾

2,414,375
Juliette W. Pryor

—

—

—

—

—

167,756⁽⁷⁾

2,712,615

67,103⁽⁸⁾

1,085,056
Christine Rupp

—

—

—

—

—

373,105⁽⁹⁾

6,033,108

89,728⁽¹⁰⁾

1,450,902
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	645,594	⁽⁴⁾	18,819,065	645,594	⁽⁵⁾	18,819,065
Sharon McCollam	81,870	⁽⁶⁾	2,386,511	121,871	⁽⁷⁾	3,552,540
Robert Dimond	122,314	⁽⁸⁾	3,565,453	54,366	⁽⁹⁾	1,584,769
Anuj Dhanda	272,196	⁽¹⁰⁾	7,934,513	109,403	⁽¹¹⁾	3,189,097
Susan Morris	328,049	⁽¹²⁾	9,562,628	243,247	⁽¹³⁾	7,090,650
Christine Rupp	293,828	⁽¹⁴⁾	8,565,086	170,244	⁽¹⁵⁾	4,962,613

62

⁽¹⁾

Includes (i) time-based restricted stock units, and (ii) performance-based restricted stock units 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. The reported number for Mr. Sankaran reflects his performance-based restricted stock.

⁽²⁾

Based on ~~the value~~closing price of ~~$16.17~~$29.15 per share of ~~common stock~~Common Stock as of February ~~27, 2021.~~28, 2022.

~~(2)~~

⁽³⁾

Reflects ~~215,198 shares of~~performance-based restricted stock units pursuant to Prior Grants and fiscal 2021 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 reflects his performance-based restricted stock. See tables on ~~April 25,~~page 51 for the number of performance-based restricted stock units that were earned based on fiscal 2021 performance upon certification by the Compensation Committee.

⁽⁴⁾

Reflects 322,797 shares of restricted stock that ~~will vest~~vested on April 25, 2022, 215,198 shares of restricted stock that will vest on April 25, 2023, and 107,599 shares of restricted stock that will vest on April 25, 2024, provided ~~that~~ Mr. Sankaran is employed on the applicable vesting ~~date. In addition, this also reflects 645,594~~dates.

⁽⁵⁾

Reflects 322,797 shares of performance-based restricted stock ~~which may vest based on the achievement of performance goals in~~subject to fiscal 2021 performance, 215,198 shares of performance-based restricted stock subject to fiscal 2022 performance, and 107,599 shares of performance-based restricted stock subject to fiscal 2023 ~~and Mr. Sankaran being employed on the applicable vesting date.~~performance.

~~(3)~~

⁽⁶⁾

Reflects ~~54,367~~40,933 time-based ~~RSUs that will vest on November 9, 2021, 47,471 time-based RSUs that will vest on February 26, 2022 and 47,472 time-based RSUs~~restricted stock units that will vest on February 25, 2023, ~~provided that Mr. Dimond is employed on the applicable vesting date. In addition, this reflects 122,314 performance-based RSUs which have been earned based on fiscal 2019~~ and ~~fiscal 2020 performance~~40,937 time-based restricted stock units that will vest on February ~~26, 2022 and 94,946 performance-based RSUs which have been earned based on fiscal 2020 performance that will vest on February 25, 2023~~24, 2024, provided ~~that Mr. Dimond~~Ms. McCollam is employed on the applicable vesting date.

~~(4)~~

⁽⁷⁾

Reflects ~~101,839~~40,623 performance-based ~~RSUs that can be earned based on~~restricted stock units subject to fiscal 2021 performance, ~~and 47,473~~40,623 performance-based ~~RSUs that can be earned based on~~restricted stock units subject to fiscal 2022 performance, and 40,625 performance-based restricted stock units subject to fiscal 2024 performance. ~~The awards are reported at target.~~

~~(5)~~

⁽⁸⁾

Reflects ~~54,367~~122,314 performance-based restricted stock units earned pursuant to the fiscal 2018 award.

⁽⁹⁾

Reflects 54,366 performance-based restricted stock units subject to fiscal 2021 performance.

⁽¹⁰⁾

Reflects 36,175 time-based ~~RSUs that will vest on November 9, 2021, 184,909 time-based RSUs that will vest on February 26, 2022 and 47,471 time-based RSUs~~restricted stock units that will vest on February 25, 2023, 15,829 time-based restricted stock units that will vest on February 24, 2024, and 130,580 time-based restricted stock units that will vest on August 5, 2024, provided Mr. Dhanda is employed on the applicable vesting dates. Also, reflects 48,920 performance-based restricted stock units earned pursuant to the fiscal 2018 award and 40,692 performance-based restricted stock units earned pursuant to the fiscal 2020 award.

⁽¹¹⁾

Reflects 57,747 performance-based restricted stock units that were subject to being earned based on fiscal 2021 performance, 36,001 performance based restricted stock units that may be earned based on fiscal 2022 performance, and 15,655 performance-based restricted stock units that may be earned based on fiscal 2023 performance.

⁽¹²⁾

Reflects 79,131 time-based restricted stock units that will vest on February 25, 2023 and 31,658 time-based restricted stock units that will vest on February 24, 2024 provided Ms. Morris is employed on the applicable vesting ~~date. In addition, this~~dates. Also, reflects 122,314 performance-based ~~RSUs which have been~~restricted stock units earned pursuant to the fiscal 2018 award and 94,946 performance-based restricted stock units earned pursuant to the fiscal 2020 award.

⁽¹³⁾

Reflects 133,151 performance-based restricted stock units that were subject to being earned based on fiscal ~~2019~~2021 performance, 78,785 performance-based restricted stock units that may be earned based on fiscal 2022 performance, and 31,311 performance-based restricted stock units that may be earned based on fiscal ~~2020 performance~~2023 performance.

⁽¹⁴⁾

Reflects 53,211 time-based restricted stock units that will vest on ~~February 26,~~December 1, 2022, ~~and 94,946 performance-based RSUs which have been earned based on fiscal 2020 performance~~54,264 time-based restricted stock units that will vest on February 25, 2023, ~~provided that Ms. Morris is employed on the applicable vesting date.~~

~~(6)~~

Reflects 101,839 performance-based RSUs that can be earned based on fiscal 2021 performance and 47,473 performance-based RSUs that can be earned based on fiscal 2022 performance. The awards are reported at target.

~~(7)~~

Reflects 33,551 time-based RSUs that will vest on June 15, 2021, 33,552 time-based RSUs that will vest on June 15, 2022 and 33,551 time-based RSUs that will vest on June 15, 2023 provided that Ms. Pryor is employed on the applicable vesting date. In addition, this reflects 67,102 performance-based RSUs which have been earned based on fiscal 2020 performance that will vest on February 26, 2023.

~~(8)~~

Reflects 33,551 performance-based RSUs that can be earned based on fiscal 2021 performance and 33,552 performance-based RSUs that can be earned based on fiscal 2022 performance. The awards are reported at target.

~~(9)~~

~~Reflects 106,422 time-based RSUs that will vest on December 1, 2021, 27,127 time-based RSUs that will vest on February 26, 2022,~~ 53,211 time-based ~~RSUs that will vest on December 1, 2022, 27,128 time-based RSUs that will vest on February 25, 2023, and 53,211 time-based RSUs~~restricted stock units that will vest on December 1, 2023, ~~provided that Mr. Rupp is employed on the applicable vesting date. In addition, this reflects 51,750 performance-based RSUs which have been earned based on fiscal 2019~~ and ~~fiscal 2020 performance~~27,138 time-based restricted stock units that will vest on February ~~26, 2022 and 54,256 performance-based RSUs which have been earned based on fiscal 2020 performance that will vest on February 25, 2023~~24, 2024, provided ~~that~~ Ms. Rupp is employed on the applicable vesting ~~date.~~dates. Also, reflects 51,750 performance-based restricted stock units earned pursuant to the fiscal 2019 award and 54,254 performance-based restricted stock units earned pursuant to the fiscal 2020 award.

~~(10)~~

⁽¹⁵⁾

Reflects ~~62,601~~89,439 performance-based ~~RSUs~~restricted stock units that ~~can be~~were subject to being earned based on fiscal 2021 performance, ~~and 27,127~~53,966 performance-based ~~RSUs~~restricted stock units that ~~can~~may be earned based on fiscal 2022 performance, and 26,839 performance-based restricted stock units that may be earned based on fiscal 2023 performance. ~~The awards are reported at target.~~

42

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Option Exercises and Stock Vested ~~in Fiscal 2020~~

Name

Number of
Shares
Acquired on
Exercise
(#)

Value
Realized on
Exercise
($)

Number of
Shares
Acquired on
Vesting
(#)

Value
Realized on
Vesting
($)⁽¹⁾
Vivek Sankaran

—

—

322,797

5,643,568
Robert B. Dimond

—

—

101,838

1,572,238
Susan Morris

—

—

239,277

3,794,626
Juliette W. Pryor

—

—

—

—
Christine Rupp

—

—

27,127

438,644

Name	Number of Shares Acquired on Vesting (#)⁽¹⁾	Value Realized on Vesting ($)⁽²⁾
Vivek Sankaran	215,198	3,869,586
Sharon McCollam	40,933	1,193,197
Robert Dimond	133,498	4,134,360
Anuj Dhanda	57,920	1,785,513
Susan Morris	276,435	8,300,973
Christine Rupp	160,685	5,211,351

~~(1)~~

~~Value is~~⁽¹⁾

The reported numbers exclude performance-based restricted stock and performance-based restricted stock units related to Prior Grants that vested upon certification by the Compensation Committee in April 2022 based on fiscal 2021 performance.

⁽²⁾

Calculated based on the ~~fair value or~~ closing ~~market~~ price of the ~~Company’s common stock~~Common Stock on the vesting date ~~of vesting~~ multiplied by the number of vested shares.

63

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 ~~2020.~~2021. 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.

Name/Plan

Executive
Contributions
in Last
FY
($)⁽¹⁾

Registrant
Contributions
in Last
FY
($)⁽²⁾

Aggregate
Earnings
in Last
FY
($)⁽³⁾

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance
at Last
FYE
($)
Vivek Sankaran

—

—

—

—

—
Robert B. Dimond

Albertsons Companies Deferred Compensation Plan

678,349

44,999

122,178

—

1,148,190
Albertsons LLC Makeup Plan

—

5,002

136,692

—

923,982
Susan Morris

Albertsons Companies Deferred Compensation Plan

215,001

39,377

34,000

—

427,384
Albertsons LLC Makeup Plan

—

11,761

118,809

—

676,277
Juliette W. Pryor

—

—

—

—

—
Christine Rupp

—

—

—

—

—

Name	Executive Contributions in Last Fiscal Year⁽¹⁾($)	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year⁽²⁾ ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)
Vivek Sankaran	—	—	—	—	—
Sharon McCollam	—	—	—	—	—
Robert Dimond	823,483	95,320	25,927	—	3,043,692
Anuj Dhanda	836,472	71,596	23,861	—	1,551,157
Susan Morris	250,802	101,446	35,860	—	1,508,361
Christine Rupp	—	—	—	—	—

⁽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 under “Salary,” “Bonus” and “Non-Equity Incentive Plan Compensation.”~~

~~(2)~~

Table. All registrant contributions are reported under “All Other Compensation” in the Summary Compensation Table. See footnote 6 of the Summary Compensation Table.

~~(3)~~

⁽²⁾

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

64

Discussion of the Terms of the Employment Agreements with Our NEOs

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

Vivek Sankaran

Term and Renewal Provisions. Mr. Sankaran’s employment agreement had an initial term of three years with an automatic renewal for additional one-year periods at the end of each year until the termination of his employment.

Salary and Bonus. Mr. Sankaran is entitled to receive an annual base salary subject to increase from time to time as determined by our Board or the Compensation Committee. Mr. Sankaran’s target bonus is 150% of his base salary.

Equity Awards. Following the completion of the initial term of three years of his employment, Mr. Sankaran is eligible to receive equity-based incentive awards at such times and subject to such terms and conditions, as equity-based incentive awards made to other senior executives of the Company.

Conversion to Restricted Stock. Upon the consummation of our IPO, Mr. Sankaran’s Class B-1 Units converted into 968,391 shares of restricted common stock (the “Time-Based Restricted Stock”) and Mr. Sankaran’s Class B-2 Units converted into 968,391 shares of restricted common stock (the “Performance-Based Restricted Stock”, and together with the Time-Based Restricted Stock, the “Restricted Stock”) of the Company and continue to vest in accordance with the vesting schedule described below.

Terms of Time-Based Restricted Stock.

Mr. Sankaran’s Time-Based Restricted Stock will vest in equal installments on each of the first, second, third, fourth and fifth anniversaries of his Commencement Date.

If, prior to a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become vested in the number of Time-Based Restricted Stock that would have vested on the next anniversary of the grant date, prorated based on the number of days of service during the period commencing on the prior anniversary of the grant date and ending on the date of Mr. Sankaran’s termination of employment.

If, prior to a change in control, Mr. Sankaran’s employment is terminated by us without “cause” or Mr. Sankaran resigns for “good reason” (as defined in the Sankaran Employment Agreement), 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 following a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become fully vested in all unvested Time-Based Restricted Stock.

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.

If Mr. Sankaran’s employment terminates due to our non-renewal of the term, Mr. Sankaran will become vested in any Time-Based Restricted Stock that would have vested during the 13-month period following such termination of employment.

65

~~TABLE OF CONTENTS~~Table of Contents

Terms of Performance Restricted Stock.

Mr. Sankaran’s Performance-Based Restricted Stock are divided into three equal tranches, each of which will vest in installments:

o

43

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

The first tranche, consisting of one-third of the Performance-Based Restricted Stock, vested at the end of each of fiscal 2019, fiscal 2020 and fiscal 2021;

o

the second tranche, consisting of one-third of the Performance-Based Restricted Stock, vested or will vest at the end of each of fiscal 2020, fiscal 2021 and fiscal 2022; and

o

the third tranche, consisting of one-third of the Performance-Based Restricted Stock, vested or will vest at the end of each of fiscal 2021, fiscal 2022 and fiscal 2023, in each case based on our attainment of performance criteria for each applicable fiscal year, and in each case subject to Mr. Sankaran’s continued employment with the Company through the applicable vest date.

Benefits. Mr. Sankaran is entitled, if and to the extent eligible, to participate in the Company’s benefit plans that are available to other senior executives of the Company and on the same terms as such other executives. In addition, for Mr. Sankaran only, the Company maintains a $5 million life insurance policy.

Perquisites. During the term of his employment, Mr. Sankaran is entitled to the use of a corporate aircraft for up to fifty (50) hours per year for his personal use, his family members and guests at no cost to him except to pay income taxes at the lowest permissible rate.

Sharon McCollam

Term and Renewal Provisions. Ms. McCollam’s employment agreement has an initial term of three years with an automatic renewal for additional one-year periods at the end of each year until the termination of her employment.

Salary and Bonus. Ms. McCollam is entitled to receive an annual base salary subject to increase from time to time as determined by our Board or the Compensation Committee. Ms. McCollam’s target bonus is 125% of her base salary.

Equity Awards. During the Term (as defined in Ms. McCollam’s employment agreement), Ms. McCollam is eligible to receive an annual equity award grant with a fair market value of not less than $4 million with a 50-50 split between time-based and performance-based restricted stock units.

Expense Reimbursement. Ms. McCollam is entitled to receive up to a maximum of $8,000 for fiscal 2021, subject to increase or decrease by the Compensation Committee, for preparation of tax returns or physical examination.

Employment Agreements with Other NEOs

During fiscal 2021, each of Mr. Dhanda and Mses. Morris and Rupp were subject to respective employment agreements (collectively, the “Executive Employment Agreements”). Each Executive Employment Agreement has a term that ends on January 30, 2023 and provides that the respective NEO is entitled to a specified annual base salary subject to increase from time to time as determined by our Board or the Compensation Committee, and eligible for an annual bonus targeted at 100% of his or her annual base salary. Each of Mr. Dhanda and Mses. Morris and Rupp is entitled to receive up to a maximum of $8,000 annually, for preparation of their tax returns.

All of our employment agreements, including those with our NEOs, contain various covenants, including covenants related to confidentiality, non-competition (other than certain permitted activities as defined therein), non-solicitation and non-disparagement.

66

Potential Payments Upon Termination ~~or Change~~ of ~~Control~~

Employment

The ~~tables below describe and estimate the amounts and benefits that the NEOs would have been entitled to receive~~employment agreements provide for severance payments upon a termination of ~~their~~ employment, ~~in certain circumstances or, if applicable,~~the amount and nature of which depends upon ~~a change of control, assuming such events occurred as of February 27, 2021 (based on~~ the ~~plans and arrangements in effect on such date).~~reason for termination. The estimated payments ~~are not necessarily indicative of~~disclosed in the ~~actual amounts any of~~tables following the ~~NEOs would have received in such circumstances. The tables~~narrative discussion exclude ~~compensation amounts~~Accrued Benefits (defined below) accrued through February ~~27, 2021~~26, 2022 that would be paid in the normal course of continued employment. The vest value of the equity awards are based on the terms of our 2020 Omnibus Plan and the terms of the equity award agreements for fiscal 2021.

Termination by Company for cause, by the NEO without good reason or non-renewal of the employment ~~such as~~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 ~~salary,~~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 ~~vested account balances under our retirement plans that are generally available to~~ all reimbursable expenses (“Accrued Benefits”).

The treatment of ~~our salaried employees.~~

~~Vivek Sankaran~~

Payments and Benefits

Death or
Disability
($)

For
Cause or
Without
Good
Reason
($)

Without
Cause or
for Good
Reason
($)

Change in
Control –
Without
Cause or
for Good
Reason
($)

Cash Payments

2,875,000⁽¹⁾

—

10,000,000⁽²⁾

10,000,000⁽²⁾

Health Benefits⁽³⁾

14,087

—

14,087

14,087

Total

2,889,087

—

10,014,087

10,014,087

equity awards for NEOs (other than Mr. Sankaran) is set forth below:

~~(1)~~

~~Reflects a lump sum cash payment~~

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 and Change

in ~~an amount~~Control

Time-Based Restricted Stock Units

Accelerated vesting of all (100%) outstanding time-based restricted stock units in which the NEO has not yet become vested, payable on the Termination Date

None

For Ms. McCollam only, accelerated vesting of time-based restricted stock units that would vest on the next anniversary of the grant date after termination of service

Accelerated vesting of all (100%) outstanding time-based restricted stock units in which the NEO has not yet become vested, payable on the Termination Date

Performance-Based Restricted Stock Units

Accelerated vesting (100%) of performance-based restricted stock units 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 25% of Mr. Sankaran’s base salary, (iii) a bonustarget for ~~the~~each open fiscal year of ~~termination based~~the award term, payable on ~~actual performance metrics for~~the Termination Date

None

For Ms. McCollam only, vest of any performance-based restricted stock units that would have vested as of the last day of the fiscal year in which termination ~~occurs, but prorated~~occurred based on the ~~number~~applicable accrual factor

Accelerated vesting (100%) of ~~days of service during the applicable fiscal year through the termination date and (iv) payment of the unvested or unpaid portions of the sign-on retention award.~~

~~(2)~~

~~Reflects a lump sum cash payment~~performance-based restricted stock units equal to the ~~sum~~target for each open fiscal year of the award term, payable on the Termination Date

Accelerated vesting (100%) of performance-based restricted stock units equal to the target for each open fiscal year of the award term, payable on the Termination Date

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.

67

If Ms. McCollam’s employment is terminated by us without cause or if she voluntarily resigns for good reason, Ms. McCollam would be entitled to receive (i) a lump sum payment in an amount equal to 200% of the sum of Ms. McCollam’s base salary plus target bonus, (ii) a bonus based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and payable at the same time it would otherwise be paid and (iii) cost of reimbursement for health care for Ms. McCollam and her dependents up to 18 months.

If Mr. Dhanda and Mmes. Morris and Rupp’s employment is terminated by us without cause or by the executive voluntarily for good reason, the executive would be entitled to 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 for the fiscal year of termination 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 (iv) payment of the unvested or unpaid portions of the sign-on retention award.
~~(3)~~
~~Reflects the cost of reimbursement for up to 18 months continuation of health coverage.~~

~~Robert B. Dimond~~

Payments and Benefits

Death or
Disability
($)

For
Cause or
Without
Good
Reason

Without
Cause or
for Good
Reason
($)

Change in
Control –
Without
Cause or
for Good
Reason
($)

Cash Payments

212,500⁽¹⁾

—

3,400,000⁽²⁾

3,400,000⁽²⁾

Health Benefits

—

—

13,822⁽³⁾

13,822⁽³⁾

Total

212,500

—

3,413,822

3,413,822

~~(1)~~

~~Reflects a lump sum cash payment in an amount equal to 25% of Mr. Dimond’s base salary.~~

~~(2)~~

~~Reflects a lump sum cash payment equal to the sum of Mr. Dimond’s base salary and target bonus for 24 months.~~

~~(3)~~

~~Reflects the cost of reimbursement for up to 12 months continuation of health coverage.~~

44

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~Susan Morris~~

Payments and Benefits

Death or
Disability
($)

For
Cause or
Without
Good
Reason

Without
Cause or
for Good
Reason
($)

Change in
Control –
Without
Cause or
for Good
Reason
($)

Cash Payments

225,000⁽¹⁾

—

4,000,000⁽²⁾

4,000,000⁽²⁾

Health Benefits

—

—

7,889⁽³⁾

7,889⁽³⁾

Total

225,000

—

3,607,889

3,607,889

~~(1)~~

~~Reflects a lump sum cash payment in an amount equal to 25% of Ms. Morris’s base salary.~~

~~(2)~~

~~Reflects a lump sum cash payment equal to the sum of Ms. Morris’s base salary and target bonus for 24 months.~~

~~(3)~~

~~Reflects the cost of reimbursement for up to 12 months continuation of health coverage.~~

~~Juliette W. Pryor~~

Payments and Benefits

Death or
Disability
($)

For
Cause or
Without
Good
Reason

Without
Cause or
for Good
Reason ($)

Change in
Control –
Without
Cause or
for Good
Reason
($)

Cash Payments

181,250⁽¹⁾

—

2,900,000⁽²⁾

2,900,000⁽²⁾

Health Benefits

—

—

23,379⁽³⁾

23,379⁽³⁾

Total

181,250

—

2,923,379

2,923,379

~~(1)~~

~~Reflects a lump sum cash payment in an amount equal to 25% of Ms. Pryor’s base salary.~~

~~(2)~~

~~Reflects a lump sum cash payment equal to the sum of Ms. Pryor’s base salary and target bonus for 24 months.~~

~~(3)~~

~~Reflects the cost of reimbursement for up to 12 months continuation of health coverage.~~

~~Christine Rupp~~

Payments and Benefits

Death or
Disability
($)

For
Cause or
Without
Good
Reason

Without
Cause or
for Good
Reason
($)

Change in
Control –
Without
Cause or
for Good
Reason
($)

Cash Payments

187,500⁽¹⁾

—

3,000,000⁽²⁾

3,000,000⁽²⁾

Health Benefits

—

—

7,738⁽³⁾

7,738⁽³⁾

Total

187,500

—

3,007,738

3,007,738

~~(1)~~

~~Reflects a lump sum cash payment in an amount equal to 25% of Ms. Rupp’s base salary.~~

~~(2)~~

~~Reflects a lump sum cash payment equal to 200% of Ms. Rupp’s base salary plus target annual bonus.~~

~~(3)~~

~~Reflects the cost of reimbursement for up to 12 months continuation of health coverage.~~

45

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

In addition to the foregoing, Mr. Sankaran would become vested in a portion of his Time-Based Restricted Stock and Performance-Based Restricted Stock as set forth in the table below (based on a per share price of $16.17, the value of one share of common stock as of February 27, 2021).

Units

Death or
Disability
($)

For
Cause or
Without
Good
Reason
($)

Without
Cause or
for Good
Reason
($)

Change in
Control –
Without
Cause or
for Good
Reason
($)

Change in
Control –
Death or
Disability
($)
Time-Based Restricted Stock

2,936,338

—

3,479,752

13,919,007

13,919,007
Performance-Based Restricted Stock

—

—

—

10,439,255

10,439,255
Total

2,936,338

—

3,479,752

24,358,262

24,358,262

~~In addition to the foregoing, each of Mr. Dimond and Mses. Morris, Pryor and Rupp would have been entitled to full vesting~~ of his or her ~~unvested Restricted Stock Units in~~base salary plus target bonus and reimbursement of the cost of continuation coverage of group health coverage for a period of 12 months.

All payments for termination by us without cause or by executive for good reason are subject to the execution of a release by the executive.

The following table provides the amounts ~~set forth~~payable to the NEOs upon severance without cause or for a good reason, assuming such triggering event occurred on February 26, 2022.

	Potential Payments Upon Termination By Company Without Cause or By Executive For Good Reason
Name	Base Salary		Bonus⁽¹⁾		Health Coverage		Equity		Total
Vivek Sankaran	$	5,250,000	$	2,769,231	$	13,405	$	18,819,065	$	26,851,701
Sharon McCollam	$	3,250,000	$	600,962	$	—	$	608,681	$	4,459,643
Anuj Dhanda	$	2,100,000	$	—	$	—	$	—	$	2,100,000
Susan Morris	$	3,000,000	$	—	$	185	$	—	$	3,000,185
Christine Rupp	$	2,250,000	$	—	$	—	$	—	$	2,250,000

⁽¹⁾

Includes quarterly cash bonus for Q4 fiscal 2021 and annual cash bonus for fiscal 2021.

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 ~~table below (based~~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 ~~per share~~bonus based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of ~~common stock price~~days of ~~$16.17 as~~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 ~~February 27, 2021) if following~~termination, (iii) a ~~change~~lump sum payment in an amount equal to 25% of ~~control the respective NEO’s~~Ms. McCollam’s base salary, and (iv) cost of reimbursement for health care for Ms. McCollam and her dependents up to 18 months.

If Mr. Dhanda and Mmes. Morris and Rupp’s employment is terminated due to death or disability, the executive or ~~by us without cause on February 27, 2021.~~

~~NEO~~	~~Number of~~ ~~Vesting~~ ~~Shares~~ ~~(#)~~	~~Value of~~ ~~Vesting~~ ~~Shares~~ ~~($)~~	~~Tax~~ ~~Bonus~~ ~~($)~~
~~Robert B. Dimond~~	~~515,882~~	~~8,341,812~~	—
~~Susan Morris~~	~~653,319~~	~~10,564,168~~	~~91,597~~
~~Juliette W. Pryor~~	~~234,859~~	3,~~797,670~~	—
~~Christine Rupp~~	~~462,833~~	~~7,484,010~~	—

46

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS~~

~~The following discussion is~~executive’s representative shall be entitled to receive the Accrued Benefits and a brief summary of certain material arrangements, agreements and transactions we have with related parties since March 1, 2020. It does not include all of the provisions of our material arrangements, agreements and transactions with related parties, does not purport to be complete and is qualified in its entirety by reference to the arrangements, agreements and transactions described. We enter into transactions with our Sponsors and other entities owned by, or affiliated with, our Sponsors in the ordinary course of business. These transactions include, amongst others, professional advisory, consulting and other corporate services.

Our board of directors has adopted a written policy (the “Related Party Policy”) and procedures for the review, approval or ratification of “Related Party Transactions” by the independent members of the Audit and Risk Committee of our board of directors. For purposes of the Related Party Policy, a “Related Party Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the aggregate amount involved will or may be reasonably expected to exceed $120,000 in any fiscal year, (2) we or any of our subsidiaries is a participant and (3) any related party has or will have a direct or indirect material interest.

~~Transactions with Cerberus~~

We paid Cerberus Technology Solutions (“CTS”), an affiliate of Cerberus, fees totaling approximately $5.5 million for fiscal 2020 for information technology advisory and implementation services in connection with modernizing our information systems.

On July 2, 2019, we closed a sale and leaseback transaction for a distribution center with a counterparty which is also an investor in certain funds managed by Cerberus, including funds that are indirect equity holders of the Company. We received gross sales proceeds of approximately $278 million and entered into a lease agreement for the distribution center for an initial term of 15 years with an initial annual rentlump sum payment ~~for the property of approximately $12 million.~~

On September 14, 2020, we entered into a stock repurchase agreement (the “Gabriel Stock Repurchase Agreement”) with Gabriel Assets, LLC (“Gabriel”) pursuant to which we repurchased 6,837,970 shares of common stock (the “Gabriel Shares”) held by Gabriel at $12.00 per share (the “Gabriel Repurchase”). The Gabriel Repurchase was consummated on September 14, 2020. Gabriel indirectly owned the repurchased shares through investments in funds and accounts managed, directly or indirectly, by Cerberus. In order for Gabriel to consummate the Gabriel Repurchase, it directed Cerberus to distribute the repurchased shares to Gabriel.

~~Transactions with Kimco Realty Corporation~~

On January 3, 2019, we closed a three-store sale and leaseback transaction with entities affiliated with Kimco Realty Corporation. We received gross sales proceeds of approximately $31 million and entered into lease agreements for each of the three stores for initial terms of 20 years with an initial annual rent payment for the properties of approximately $2 million.

On January 1, 2019, we terminated a store lease with an entity affiliated with Kimco Realty Corporation. We received a termination fee of $5.5 million and entered into a use restriction agreement that restricts use of the premises for a supermarket or grocery store until the earlier of August 31, 2027 or the date we no longer operate a supermarket or grocery store at two benefited properties for at least two years (excluding force majeure).

47

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Table of ~~our Convertible Preferred Stock,~~Contents

~~Stock Repurchase~~

~~On June 9, 2020, we used cash~~ in an amount equal to 25% of his or her base salary.

All payments for termination due to death or disability are subject to the ~~proceeds from~~execution of a release by the ~~$1.68 billion sale and issuance~~executive or his or her representative, as appropriate.

68

The following table provides the amounts payable to ~~repurchase an aggregate~~the NEOs, except Mr. Dimond, upon severance due to death or disability, assuming such triggering event occurred on January 26, 2022.

	Potential Payments Upon Termination Due to Death or Disability
Name	Base Salary			Bonus⁽¹⁾		Health Coverage		��	Equity	Total
Vivek Sankaran		$	375,000	$	2,769,231	$	13,405	$	7,914,319	$	11,071,955
Sharon McCollam		$	250,000	$	889,423	$	—	$	5,939,050	$	7,078,473
Anuj Dhanda		$	175,000	$	—	$	—	$	11,123,611	$	11,298,611
Susan Morris		$	250,000	$	—	$	—	$	16,653,278	$	16,903,278
Christine Rupp		$	187,500	$	—	$	—	$	13,527,699	$	13,715,199

⁽¹⁾

Includes quarterly cash bonus for Q4 fiscal 2021 and annual cash bonus for fiscal 2021.

Termination Upon Change in Control: In the event of ~~101,611,736 shares of outstanding common stock from Albertsons Investor, KIM ACI and entities affiliated with Kimco Realty Corporation, at~~ a ~~price~~Change in Control (as defined in the Company’s equity documents) followed by a termination without cause or for good reason or due to death or disability, Mr. Sankaran will receive a lump sum cash payment equal to ~~$16.53 per share. The proceeds received by Albertsons Investor and KIM ACI from~~ the ~~repurchase were distributed to their members, which include our Sponsors and members~~sum of ~~our management.~~

~~Management Fees~~

Pursuant to our governing documents and that of our predecessor, AB Acquisition LLC, we have paid annual management fees to our Sponsors. In exchange for the management fees, our Sponsors have provided strategic advice to management, including(i) any earned but unpaid bonus with respect to ~~acquisitions~~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 for the fiscal year of termination 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 ~~financings. For fiscal 2020, all management fees owed~~(iv) payment of the unvested or unpaid portions of the sign-on retention award and cost of reimbursement for health care for Mr. Sankaran and his dependents up to 18 months. Additionally, if Mr. Sankaran’s employment is terminated by us ~~to our Sponsors were to be paid quarterly and any remaining obligations terminated at~~without cause or Mr. Sankaran resigns for good reason following a change in control or within the ~~closing of our IPO. Prior to the IPO, we made one quarterly payment for management fees of $3.4 million in fiscal 2020.~~

~~Stockholders’ Agreement~~

~~See “Board of Directors-Director Nomination Process-Nomination Rights and Support Obligations under Certain Agreements” above for more information.~~

~~Registration Rights Agreement~~

~~As of June 9, 2020, we entered into a registration rights agreement with certain of our stockholders as of~~180-day period immediately prior to a change in control, Mr. Sankaran will become fully vested in the ~~closing~~Time-Based Restricted Stock.

The following table provides the amounts payable to the NEOs upon severance without cause or for a good reason upon a Change in Control, assuming such triggering event occurred on January 26, 2022.

	Potential Payments Upon Termination By Company Without Cause or By Executive For Good Reason after a Change in Control
Name	Base Salary		Bonus		Health Coverage		Equity		Total
Vivek Sankaran	$	5,250,000	$	2,500,000	$	13,405	$	37,638,130	$	49,668,729
Sharon McCollam	$	—	$	—	$	—	$	5,939,050	$	5,939,050
Anuj Dhanda	$	—	$	—	$	—	$	11,123,611	$	11,123,611
Susan Morris	$	—	$	—	$	—	$	16,653,278	$	16,653,278
Christine Rupp	$	—	$	—	$	—	$	13,527,699	$	13,527,699

Termination due to non-renewal of employment agreement by the Company: The discussion above regarding the terms of Mr. Sankaran’s employment agreement describes the equity vest in the event his employment terminates due to the employment agreement not renewed by us.

If Ms. McCollam’s employment terminates due to the employment agreement not renewed by us, Ms. McCollam shall be entitled to receive (i) a lump sum payment in an amount equal to 200% of the ~~IPO (the “Pre-IPO Stockholders”)~~sum of Ms. McCollam’s base salary plus target bonus, and (ii) cost of reimbursement for health care for Ms. McCollam and her dependents up to 18 months. The Initial Term of Ms. McCollam’s employment agreement is three years and subject to renewal in August 2024.

69

Compensation Committee Report

The Compensation Committee has reviewed and discussed the ~~Preferred Investors (together~~CD&A as required by Item 402(b) of Regulation S-K with management and based on such review and discussion, the ~~Pre-IPO Stockholders, the “Holders”). Pursuant~~Compensation Committee recommended to the registration rights agreement, we granted the Holders certain registration rights with respect to the registrable securities, which registrable securities include Conversion Shares, but not Convertible Preferred Stock. These rights include certain demand registration rights for our Sponsors and “piggyback” registration rights for all Holders. Additionally, we are required to use our reasonable best efforts to file and maintain an effective shelf registration as permitted by Rule 415 of the Securities Act for all registrable securities held by the Preferred Investors by no later than the later of (i) seven and one-half months after the consummation of the IPO and (ii) 18 months after June 9, 2020 (the “Preferred Investor Shelf Registration Statement”). The registration rights only apply to registrable securities, and shares of our common stock cease to be registrable securities under certain conditions including if (i) they are sold pursuant to an effective registration statement, (ii) they are sold pursuant to Rule 144, or (iii) they are eligible to be resold without regard to the volume or public information requirements of Rule 144 and the resale of such shares is not prohibited by the lock-up agreements described below. The registration rights are subject to certain delay, suspension and cutback provisions. The Preferred Investors are also subject to certain additional transfer restrictions with respect to the Convertible Preferred Stock and the Conversion Shares.

The registration rights agreement includes customary indemnification and contribution provisions. All fees, costs and expenses related to registrations generally will be borne by us, other than underwriting discounts and commissions attributable to the sale of registrable securities.

~~The Holders may be required to deliver lock-up agreements to underwriters in connection with registered offerings of shares.~~

~~Lock-Up Agreements~~

In connection with the closing of our IPO, certain Pre-IPO Stockholders delivered a lock-up agreement to us. Pursuant to the lock-up agreements, for a period of six months after the closing of the IPO (the “First Lock-Up Period”), the Pre-IPO Stockholders will agree, subject to certain exceptions, that they

48

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock or any options or warrants to purchase common stock, or any securities convertible into, exchangeable for or that represent the right to receive common stock, owned by them (whether directly or by means of beneficial ownership) immediately prior to the closing of the IPO.

~~Lock-Up Periods~~

Beginning six months after the closing of the IPO and for a period of six months (the “Second Lock-Up Period”), the Pre-IPO Stockholders will be permitted to sell up to 25% of the shares of common stock held by such Pre-IPO Stockholders as of immediately after the closing of the IPO in a registered, underwritten offering pursuant to the registration rights agreement, and may be permitted to sell additional shares to the extentBoard that the ~~managing underwriters of such registered, underwritten offering conclude that additional shares may~~CD&A be ~~sold~~included in ~~such offering without adversely affecting the distribution.~~

~~For a period of six months after the end of the Second Lock-Up Period (the “Third Lock-Up Period”), the Pre-IPO Stockholders will be permitted to sell up to 50% of the shares of common stock held~~this proxy statement and incorporated by ~~such Pre-IPO Stockholders as of immediately after the closing of the IPO, minus the amounts sold (or that could have been sold)~~reference in the ~~Second Lock-Up Period, in a registered, underwritten offering pursuant to~~2021 Form 10-K. The Board has approved the ~~registration rights agreement,~~recommendation.

Compensation Committee

Kim Fennebresque (Chair)

Sharon Allen

Jay Schottenstein

Brian Kevin Turner

Mary Beth West

70

Security Ownership of Certain Beneficial Owners and may be permitted to sell additional shares to the extent that the managing underwriters of such registered, underwritten offering conclude that additional shares may be sold in such offering without adversely affecting the distribution.

For a period of six months after the end of the Third Lock-Up Period (the “Fourth Lock-Up Period”), the Pre-IPO Stockholders will be permitted to sell up to 75% of the shares of common stock held by such Pre-IPO Stockholders as of immediately after the closing of the IPO, minus the amounts sold (or that could have been sold) in the Second Lock-Up Period and Third Lock-Up Period, in a registered, underwritten offering pursuant to the registration rights agreement, and may be permitted to sell additional shares to the extent that the managing underwriters of such registered, underwritten offering conclude that additional shares may be sold in such offering without adversely affecting the distribution.

~~After the end of the Fourth Lock-Up Period, the restrictions of the lock-up agreements will expire.~~

~~Exceptions~~. The restrictions described above will not apply to the transfer of shares (1) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions of the lock-up agreement, (2) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions of the lock-up agreement, and ~~provided~~, ~~further~~, that any such transfer will not involve a disposition for value, (3) to any affiliates of such Pre-IPO Stockholders or any investment fund or other entity controlled or managed by such Pre-IPO Stockholders or their affiliates, (but in each case under this clause (3), not including a portfolio company), provided that such person agrees to be bound in writing by the restrictions of the lock-up agreement, (4) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (2) through (3) above provided that such person agrees to be bound in writing by the restrictions of the lock-up agreement, (5) pursuant to an order of a court or regulatory agency, (6) the pledge, hypothecation or other granting of a security interest in such Pre-IPO Stockholder’s shares to one or more banks or financial institutions as bona fide collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such shares or thereafter or (7) with our prior written consent.

49

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Management

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

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

each person known by us to own beneficially 5% or more of our outstanding shares of ~~common stock;~~Common Stock;

each of our directors;

each of our ~~Named Executive Officers;~~NEOs; and

our directors and executive officers as a group.

We have based percentage ownership of our ~~common stock~~Common Stock on ~~466,510,961~~531,589,621 shares of our ~~common stock~~Common Stock outstanding as of the Record Date. 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~~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.

Name of Beneficial Owner

Number of
Shares

Percentage of
Shares

Percentage of
Voting Power
5% Stockholders:

Cerberus Capital Management, L.P.⁽¹⁾

151,818,680

32.5%

29.2%
Klaff Realty, L.P.⁽²⁾

58,128,749

12.5%

11.2%
Funds affiliated with Lubert-Adler⁽³⁾

58,128,754

12.5%

11.2%
Schottenstein Stores Corp.⁽⁴⁾

58,128,752

12.5%

11.2%
Kimco Realty Corporation⁽⁵⁾

39,838,105

8.5%

7.7%
HPS Investment Partners, LLC⁽⁶⁾

33,909,372

7.3%

6.5%
Directors:

Vivek Sankaran⁽⁷⁾

1,961,782

*

*
Jim Donald

782,781

*

*
Chan W. Galbato⁽¹⁾

—

—

—
Sharon Allen⁽⁸⁾

154,168

*

*
Shant Babikian

—

—

—
Steven A. Davis

106,773

*

*
Kim Fennebresque

86,839

*

*
Allen M. Gibson

19,834

*

*
Hersch Klaff⁽²⁾

9,552

*

*
Jay L. Schottenstein⁽⁴⁾

9,552

*

*
Alan Schumacher⁽⁹⁾

87,339

*

*
Brian Kevin Turner

122,543

*

*
Mary Elizabeth West

3,680

*

*
Scott Wille⁽¹⁾

4,033

*

*
Named Executive Officers:

Robert B. Dimond

512,219

*

*
Susan Morris

609,612

*

*
Juliette W. Pryor

36,051

*

*
Christine Rupp

13,677

*

*
All directors and executive officers as a group(1)(2)(4)(7)(8)(9) (22 Persons)

6,067,128

1.3%

1.2%

Name of Beneficial Owner	Number of Shares	Percentage of Shares		Percentage of Voting Power
5% Stockholders:
Cerberus Capital Management, L.P.⁽¹⁾	151,818,680		28.6%		26.5%
Klaff Realty, L.P.⁽²⁾	58,128,749		10.9%		10.2%
Funds affiliated with Lubert-Adler⁽³⁾	58,128,754		10.9%		10.2%
Schottenstein Stores Corp.⁽⁴⁾	58,128,752		10.9%		10.2%
Kimco Realty Corporation⁽⁵⁾	39,838,105		7.5%		7.7%
HPS Investment Partners, LLC⁽⁶⁾	33,909,376		6.4%		5.9%
Directors:
Vivek Sankaran⁽⁷⁾	1,961,782		*		*
James Donald	1,720,005		*		*
Chan Galbato⁽¹⁾	7,870		*		*
Sharon Allen⁽⁸⁾	162,038		*		*
Shant Babikian	—		—		—
Steven Davis	114,643		*		*
Kim Fennebresque	94,709		*		*
Allen Gibson	27,704		*		*
Hersch Klaff⁽²⁾	17,422		*		*
Jay Schottenstein⁽⁴⁾	17,422		*		*
Alan Schumacher⁽⁹⁾	95,209		*		*
Brian Kevin Turner	130,413		*		*
Mary Elizabeth West	11,550		*		*
Scott Wille⁽¹⁾	11,903		*		*
Named Executive Officers:
Sharon McCollam	24,825		*		*
Anuj Dhanda	289,842		*		*
Susan Morris	890,931		*		*
Christine Rupp	71,253		*		*
All directors and executive officers as a group (24 Persons)	6,016,947		1.1%		1.0%

^*

Represents less than 1%.

71

~~(1)~~

~~Stephen Feinberg exercises voting and investment authority and~~⁽¹⁾

Based on statements in Schedule 13G filed by the Sponsors on February 16, 2021. Cerberus may be deemed to beneficially own the reported shares of Common Stock and filed the Schedule 13G on behalf of Cerberus Albertsons Incentive LLC ("Cerberus Albertsons") and Cerberus Iceberg LLC ("Cerberus Iceberg"), each of which are funds managed by Cerberus and/or one or more of its affiliates. Cerberus Albertsons and Cerberus Iceberg are parties to the Stockholders Agreement. Pursuant to the Stockholders Agreement, the Sponsors have ~~beneficial ownership~~agreed to act in concert and vote together on certain matters relating to the Company. As a result, each Sponsor may be deemed to beneficially own the shares of ~~151,818,680 shares. Messrs. Galbato~~Common Stock, in the aggregate, held by the other Sponsors. Cerberus, Cerberus Albertsons and ~~Wille are affiliated with Cerberus. The address for~~ Cerberus ~~is 875 Third Avenue, New York, New York 10022.~~Iceberg and its affiliates do not have a pecuniary interest in the Common Stock held by the other Sponsors.

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

⁽²⁾

50

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~(2)~~

~~Mr. Klaff is affiliated with~~Based on statements in Schedule 13G filed by the Sponsors on February 16, 2021. Klaff Realty ~~L.P., whose affiliated entities have beneficial ownership~~may be deemed to beneficially own the reported shares of ~~58,128,749 shares. Mr. Klaff expressly disclaims beneficial ownership~~Common Stock and filed the Schedule 13G on behalf of ~~the shares held~~certain of its affiliates, each of which is a fund managed by Klaff Realty ~~L.P. except~~(“Klaff Funds”). The Klaff Funds are parties to the ~~extent of his~~Stockholders Agreement. Klaff Realty and the Klaff Funds do not have a pecuniary interest ~~therein through his indirect interest~~ in ~~Klaff Realty, L.P. or such affiliates. The address for Klaff Realty, L.P. is 35 E. Wacker Drive, Suite 2900, Chicago, Illinois 60601.~~the Common Stock held by the other Sponsors.

Mr. Klaff through several affiliated entities controls the Klaff Reporting Person and may be deemed the indirect beneficial owner of the reported shares held by the Klaff Funds. Mr. Klaff expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein through his indirect interest in Klaff Realty or its affiliates. The address for Klaff Realty is 35 E. Wacker Drive, Suite 2900, Chicago, Illinois 60601.

~~(3)~~

~~Consists~~⁽³⁾

Based on statements in Schedule 13G filed by the Sponsors on February 16, 2021. The reported shares consist of 12,515,316 shares of common stock held directly by L-A V ABS, LLC (“L-A V ABS”), 474,065 shares of common stock held directly by Lubert-Adler Real Estate Fund V, L.P. (“L-A RE Fund V”), 5,672,291 shares of common stock held directly by Lubert- Adler Real Estate Fund VI, L.P. (“L-A RE Fund VI”), 1,608,363 shares of common stock held directly by Lubert-Adler Real Estate Fund VI-A, L.P. (“L-A RE Fund VI-A”), 4,314,996 shares of common stock held directly by Lubert-Adler Real Estate Fund VI-B, L.P. (“L-A RE Fund VI-B”), 33,157,624 shares of common stock held directly by L-A Saturn Acquisition, L.P. (“L-A Saturn”), and 386,099 shares of common stock held directly by L-A Asset Management Services, L.P. (“L-A Asset Management Services”). L-A V ABS is managed by its members, Dean S. Adler and Gerald A. Ronon, who can be removed and replaced by L-A RE Fund V, the controlling member of L-A V ABS, with the consent of ABS Opportunities, LLC. Lubert-Adler Group V, L.P. (“L-A Group V”) is the general partner of L-A RE Fund V, and Lubert-Adler Group V, LLC (“L-A Group V LLC”) is the general partner of L-A Group V. Lubert-Adler Group VI, L.P. (“L-A Group VI”) is the general partner of L-A RE Fund VI and L-A RE Fund VI-A, and Lubert-Adler Group VI, LLC (“L-A Group VI LLC”) is the general partner of L-A Group VI. Lubert-Adler Group VI-B, L.P. (“L-A Group VI-B”) is the general partner of L-A RE Fund VI-B, and Lubert-Adler Group VI-B, LLC (“L-A Group VI-B LLC”) is the general partner of L-A Group VI-B. L-A Group Saturn, LLC (“L-A Group Saturn”) is the general partner of L-A Saturn. Lubert-Adler GP— West, LLC (“L-A GP—West”) is the general partner of L-A Asset Management Services. Ira M. Lubert and Dean S. Adler are the members of L-A Group V LLC, L-A Group VI LLC, L-A Group VI-B LLC, L-A Group Saturn and L-A GP—West. As a result, each of Mr. Lubert, Mr. Adler, L-A Group V LLC, L-A Group VI LLC, L-A Group VI-B LLC, L-A Group V, L-A Group VI, L-A Group VI-B, L-A Group Saturn and L-A GP—West may be deemed to share beneficial ownership of the shares. Each of the foregoing persons expressly disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. The address for L-A RE Fund V, L-A RE Fund VI, L-A RE Fund VI-A and L-A RE Fund VI-B, L-A Group V, L-A Group V LLC, L-A Group VI, L-A Group VI LLC, L-A Group VI-B and L-A Group VI-B LLC is 2400 Market Street, Suite 301, Philadelphia, Pennsylvania 19103-3033. The address for L-A Saturn and L-A Group Saturn is The FMC Tower, 2929 Walnut Street, Suite 1530, Philadelphia, Pennsylvania 19104. The address for L-A Asset Management Services and L-A GP—West is 435 Devon Park Drive, Building 500, Wayne, Pennsylvania 19087. The address for L-A V ABS is 171 17th Street NW, Suite 1575, Atlanta, Georgia 30363. The address for Ira M. Lubert, Dean S. Adler and Gerald A. Ronon is 2400 Market Street, Suite 301, Philadelphia, Pennsylvania 19103-3033.

~~(4)~~

~~Mr. Schottenstein is~~ Funds affiliated with ~~Schottenstein Stores Corp., whose affiliated entities~~Lubert-Adler do not have ~~beneficial ownership of 58,128,752 shares. Mr. Schottenstein expressly disclaims beneficial ownership of~~a pecuniary interest in the ~~shares~~Common Stock held by ~~Schottenstein Stores Corp except~~the other Sponsors.

⁽⁴⁾

Based on statements in Schedule 13G filed by the Sponsors on February 16, 2021. The reported shares are held by Jubilee ABS Holding LLC (“Jubilee“) which is a party to the ~~extent of his~~Stockholders Agreement. Jubilee does not have a pecuniary interest ~~therein. The address for Schottenstein Stores Corp. is 4300 E. Fifth Avenue, Columbus, Ohio 43219.~~in the Common Stock held by the other Sponsors.

Mr. Schottenstein is affiliated with Jubilee and may be deemed the indirect beneficial owner of the reported shares held by Jubilee. The address for Schottenstein Corp. is 4300 E. Fifth Avenue, Columbus, Ohio 43219.

~~(5)~~

⁽⁵⁾

Based on statements in Schedule 13G filed by the Sponsors on February 16, 2021. Kimco Realty ~~Corp.~~ is the parent corporation of each of KRSX Merge, LLC and KRS ABS, LLC, parties to the Stockholders Agreement, and has sole voting and dispositive power over ~~the shares of our common stock held of record by each of them, consisting of~~ (i) 176,811 shares of ~~our common stock~~Common Stock held ~~of record~~ by KRSX Merge, LLC and (ii) 39,661,294 shares of ~~our common stock~~Common Stock held ~~of record~~ by KRS ABS, LLC. ~~The address for Kimco Realty Corp. is 500 North Broadway, Suite 201, Jericho, New York 11753, Attention: Ray Edwards and Bruce Rubenstein.~~

Neither of KRS ABS and KRSX Merge, or their respective affiliates, including Kimco Realty, has a pecuniary interest in the Common Stock held by the other Sponsors.

The address for Kimco Realty is 500 North Broadway, Suite 201, Jericho, New York 11753, Attention: Ray Edwards and Bruce Rubenstein.

~~(6)~~

⁽⁶⁾

This information is based solely on a Schedule 13D filed by HPS with the SEC on July 9, 2020. Consists of (i) 4,481,017 shares of common stock issuable upon conversion of 77,173.77 shares of Series A preferred stock held by Assured Offshore L.P.; (ii) 1,934,353 shares of common stock issuable upon conversion of 33,314.16 shares of Series A preferred stock held by Mezzanine Partners III, L.P.; (iii) 1,011,721 shares of common stock issuable upon conversion of 17,424.24 shares of Series A preferred stock held by HPS Fund Offshore Subsidiary XI, L.P.; (iv) 784,235 shares of common stock issuable upon conversion of 13,506.40 shares of Series A preferred stock held by AP Mezzanine Partners III, L.P.; (v) 9,674,120 shares of common stock issuable upon conversion of 166,611.33 shares of Series A preferred stock held by MP 2019 Offshore AB Subsidiary, L.P.; (vi) 7,258,000 shares of common stock issuable upon conversion of 125,000.00 shares of Series A preferred stock held by Bronco Co-Invest, L.P.; (vii) 5,050,278 shares of common stock issuable upon conversion of 86,977.79 shares of Series A preferred stock held by MP 2019 Onshore Mezzanine Master, L.P. (viii) 2,052,767 shares of common stock issuable upon conversion of 35,353.54 shares of Series A preferred stock held by HN Co-Invest AIV, L.P.; (ix) 879,669 shares of common stock issuable upon conversion of 15,150.00 shares of Series A preferred stock held by HPS VG Co-Investment Fund, L.P.; and (x) 783,212 shares of common stock issuable upon conversion of 13,488.78 shares of Series A preferred stock held by MP 2019 AP Mezzanine Master, L.P. Assured Offshore L.P., Mezzanine Partners III, L.P., HPS Fund Offshore Subsidiary XI, L.P., AP Mezzanine Partners III, L.P., MP 2019 Offshore AB Subsidiary, L.P., Bronco Co-Invest, L.P., MP 2019 Onshore Mezzanine Master, L.P., HN Co-Invest AIV, L.P, HPS VG Co-Investment Fund, L.P. and MP 2019 AP Mezzanine Master, L.P. are collectively referred to as the “Funds.”

72

HPS is the sole and managing member of HPS Mezzanine Management III, LLC, which is the investment manager of each of Assured Offshore, L.P., Mezzanine Partners III, L.P., HPS Fund Offshore Subsidiary XI, L.P. and AP Mezzanine Partners III, L.P.

HPS Investment Partners, LLC is also the sole and managing member of HPS Mezzanine Management 2019, LLC, which is the investment manager of each of MP 2019 Offshore AB Subsidiary, L.P., Bronco Co-Invest, L.P., MP 2019 Onshore Mezzanine Master, L.P., HN Co-Invest AIV, L.P., HPS VG Co-Investment Fund, L.P. and MP 2019 AP Mezzanine Master, L.P.

51

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

As such, HPS has the power to vote and dispose of the securities held by the Funds, and as such, may be deemed to beneficially own the securities held by the Funds. The principal business and office address of HPS is 40 West 57th Street, 33rd Floor, New York, New York 10019.

⁽⁷⁾

Includes ~~1,291,188~~645,594 shares of restricted common ~~stock.~~stock held by Mr. Sankaran individually and 645,594 shares of restricted common stock held by Sankaran Family Ltd., a Texas limited partnership of which Mr. Sankaran is a limited partner. The address of the partnership is 2430 Victory Park Lane #3203, Dallas, Texas 75219.

⁽⁸⁾

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.

⁽⁹⁾

Certain of the shares are held by The Alan H. Schumacher Declaration of Trust Dated October 19, 2001 (the “Schumacher Trust”). Alan Schumacher, as trustee, is deemed to have voting and dispositive power over the shares held by the Schumacher Trust. The address for the Schumacher Trust is ~~2481 Tall Oaks Drive, Elgin, Illinois 60123.~~10 Little Tomaka Way, Ormond Beach, Florida 32174.

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our Series A preferred stock as of the Record Date by:

each person known by us to own beneficially 5% or more of our outstanding shares of Series A preferred stock;

each of our directors;

each of our ~~Named Executive Officers;~~NEOs; and

our directors and executive officers as a group.

Name of Beneficial Owner

Number of
Shares

Percentage of
Shares

Percentage of
Voting Power
5% Stockholders:

HPS Investment Partners, LLC⁽¹⁾

584,000

63.2%

6.5%
Oak Hill Advisors, L.P.⁽²⁾

100,000

10.8%

1.1%
Benefit Street Partners LLC⁽³⁾

100,000

10.8%

1.1%
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.⁽⁴⁾

65,000

7.0%

*
2757730 Ontario Limited⁽⁵⁾

50,000

5.4%

*
Directors:

Vivek Sankaran

—

—

—
Jim Donald

—

—

—
Chan W. Galbato

—

—

—
Sharon Allen

—

—

—
Shant Babikian

—

—

—
Steven A. Davis

—

—

—
Kim Fennebresque

—

—

—
Allen M. Gibson

—

—

—
Hersch Klaff

—

—

—
Jay L. Schottenstein

—

—

—
Alan Schumacher

—

—

—
Brian Kevin Turner

—

—

—
Mary Elizabeth West

—

—

—
Scott Wille

—

—

—
Named Executive Officers:

—

—

—
Vivek Sankaran

—

—

—
Robert B. Dimond

—

—

—
Susan Morris

—

—

—
Juliette W. Pryor

—

—

—
Christine Rupp

—

—

—
All directors and executive officers as a group (22 Persons)

—

—

—

Name of Beneficial Owner	Number of Shares	Percentage of Shares	Percentage of Voting Power
5% Stockholders:
HPS Investment Partners, LLC⁽¹⁾	584,000	84.0%	5.9%
Oak Hill Advisors, L.P.⁽²⁾	57,000	8.2%	*
*757730 Ontario Limited⁽³⁾	50,000	7.2%	*
*Directors:
Vivek Sankaran	—	—	—
James Donald	—	—	—
Chan Galbato	—	—	—
Sharon Allen	—	—	—
Shant Babikian	—	—	—
Steven Davis	—	—	—
Kim Fennebresque	—	—	—
Allen Gibson	—	—	—
Hersch Klaff	—	—	—
Jay Schottenstein	—	—	—
Alan Schumacher	—	—	—
Brian Kevin Turner	—	—	—
Mary Elizabeth West	—	—	—
Scott Wille	—	—	—
Named Executive Officers:
Sharon McCollam	—	—	—
Anuj Dhanda	—	—	—
Susan Morris	—	—	—
Christine Rupp	—	—	—
All directors and executive officers as a group (24 Persons)	—	—	—

^*

Represents less than 1%.

73

⁽¹⁾

This information is based solely on a Schedule 13D filed by HPS with the SEC on July 9, 2020. Consists of (i) 77,173.77 shares of Series A preferred stock held by Assured Offshore L.P.; (ii) 33,314.16 shares of Series A preferred stock held by Mezzanine Partners III, L.P.; (iii) 17,424.24 shares of Series A preferred stock held by HPS Fund Offshore Subsidiary XI, L.P.; (iv) 13,506.40 shares of Series A preferred stock held by AP Mezzanine Partners III, L.P.; (v) 166,611.33 shares of Series A preferred stock held by MP 2019 Offshore AB Subsidiary, L.P.; (vi) 125,000.00 shares of Series A preferred stock held by Bronco Co-Invest, L.P.; (vii) 86,977.79 shares of Series A preferred stock held by MP 2019 Onshore Mezzanine Master, L.P. (viii) 35,353.54 shares of Series A preferred stock held by HN Co-Invest AIV, L.P.; (ix) 15,150.00 shares of Series A preferred stock held by HPS VG Co-Investment Fund, L.P.; and (x) 13,488.78 shares of Series A preferred stock held by MP 2019 AP Mezzanine Master, L.P. Assured Offshore L.P., Mezzanine Partners III, L.P., HPS Fund Offshore Subsidiary XI, L.P., AP Mezzanine Partners III, L.P., MP 2019 Offshore AB Subsidiary, L.P., Bronco Co-Invest, L.P., MP 2019 Onshore Mezzanine Master, L.P., HN Co-Invest AIV, L.P, HPS VG Co-Investment Fund, L.P. and MP 2019 AP Mezzanine Master, L.P. are collectively referred to as the “Funds.”

52

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

preferred stock held by Bronco Co-Invest, L.P.; (vii) 86,977.79 shares of Series A preferred stock held by MP 2019 Onshore Mezzanine Master, L.P. (viii) 35,353.54 shares of Series A preferred stock held by HN Co-Invest AIV, L.P.; (ix) 15,150.00 shares of Series A preferred stock held by HPS VG Co-Investment Fund, L.P.; and (x) 13,488.78 shares of Series A preferred stock held by MP 2019 AP Mezzanine Master, L.P. Assured Offshore L.P., Mezzanine Partners III, L.P., HPS Fund Offshore Subsidiary XI, L.P., AP Mezzanine Partners III, L.P., MP 2019 Offshore AB Subsidiary, L.P., Bronco Co-Invest, L.P., MP 2019 Onshore Mezzanine Master, L.P., HN Co-Invest AIV, L.P, HPS VG Co-Investment Fund, L.P. and MP 2019 AP Mezzanine Master, L.P. are collectively referred to as the “Funds.”

HPS is the sole and managing member of HPS Mezzanine Management III, LLC, which is the investment manager of each of Assured Offshore, L.P., Mezzanine Partners III, L.P., HPS Fund Offshore Subsidiary XI, L.P. and AP Mezzanine Partners III, L.P.

HPS Investment Partners, LLC is also the sole and managing member of HPS Mezzanine Management 2019, LLC, which is the investment manager of each of MP 2019 Offshore AB Subsidiary, L.P., Bronco Co-Invest, L.P., MP 2019 Onshore Mezzanine Master, L.P., HN Co-Invest AIV, L.P., HPS VG Co-Investment Fund, L.P. and MP 2019 AP Mezzanine Master, L.P.

As such, HPS has the power to vote and dispose of the securities held by the Funds, and as such, may be deemed to beneficially own the securities held by the Funds. The principal business and office address of HPS is 40 West 57th Street, 33rd Floor, New York, New York 10019.

⁽²⁾

Includes: (i) ~~3,300~~2,394 shares of Series A preferred stock held by a separately managed account; (ii) ~~1,600~~912 shares of Series A preferred stock held by OHAT Credit Fund, L.P.; (iii) ~~2,100~~1,197 shares of Series A preferred stock held by OHA Enhanced Credit Strategies Master Fund, L.P.; (iv) ~~4,200~~1,881 shares of Series A preferred stock held by a separately managed account; (v) ~~1,300~~741 shares of Series A preferred stock held by a separately managed account; (vi) ~~1,600~~912 shares of Series A preferred stock held by a separately managed account; (vii) ~~5,900~~3,363 shares of Series A preferred stock held by OHA Centre Street Partnership, L.P.; (viii) ~~5,200~~2,964 shares of Series A preferred stock held by OHA Delaware Customized Credit Fund Holdings, L.P.; (ix) ~~3,900~~2,233 shares of Series A preferred stock held by OHA Structured Products Master Fund D, L.P.; (x) ~~15,900~~9,063 shares of Series A preferred stock held by OHA Black Bear Fund, L.P.; (xi) ~~4,700~~2,679 shares of Series A preferred stock held by OHA Artesian Customized Credit Fund I, L.P.; (xii) ~~37,200~~21,204 shares of Series A preferred stock held by OHA Strategic Credit Master Fund II, L.P.; and (xiii) ~~13,100~~7,467 shares of Series A preferred stock held by OHA Credit Solutions Master Fund II, L.P. The address for Oak Hill Advisors, L.P., the Investment Advisor of the foregoing entities and accounts, is 1114 Avenue of the Americas, 27th Floor, New York, New York 10036.

~~(3)~~

Consists of 5,000 shares of Series A preferred stock held directly by Benefit Street Partners SMA-C Co-Invest L.P (“SMA-C”), 39,042 shares of Series A preferred stock held directly by Benefit Street Partners Debt Fund IV LP (“Debt Fund IV”), 38,561 shares of Series A preferred stock held directly by BSP 4 Albertsons Holdings LLC (“BSP 4”), 3,992 shares of Series A preferred stock held directly by Benefit Street Partners SMA-K L.P (“SMA-K”), 6,117 shares of Series A preferred stock held directly by Benefit Street Partners SMA-C II L.P. (“SMA-C II”), 2,288 shares of Series A preferred stock held directly by Benefit Street Partners SMA LM LP (“SMA LM”), and 5,000 shares of Series A preferred stock held directly by Benefit Street Partners SMA-O L.P. (“SMA-O”).

SMA-C II GP Ltd. is the general partner of SMA-C. Benefit Street Partners Debt Fund IV Ultimate GP Ltd. is the general partner of Benefit Street Partners Debt Fund IV GP LP (“Debt Fund IV GP”), and Debt Fund IV GP is the general partner of Debt Fund IV. Benefit Street Partners Debt Fund IV Ultimate GP Ltd. is the general partner of Benefit Street Partners Debt Fund IV (Non-US) GP LP (“Debt Fund IV (Non-US)”), and Debt Fund IV (Non-US) is the general partner of BSP 4. Benefit Street Partners SMA-K Ultimate GP LLC is the general partner of Benefit Street Partners SMA-K GP L.P. (“SMA-K GP”), and SMA-K GP is the general partner of SMA-K. SMA-C GP Ltd. is the general partner of SMA-C II. Benefit Street Partners SMA LM Ultimate GP LLC is the general partner of Benefit Street Partners SMA LM GP L.P. (“SMA LM GP”), and SMA LM GP is the general partner of SMA LM. Benefit Street Partners SMA-O Ultimate GP LLC is the general partner of Benefit Street Partners SMA-O GP L.P. (“SMA-O GP”), and SMA-O GP is the general partner of SMA O. Investment decision-making for each fund is delegated to Benefit Street Partners LLC, which has an investment committee. That investment committee is comprised of Tom Gahan, Mike Paasche and Blair Faulstich. The address for Benefit Street Partners LLC is 9 West 57th Street, Suite 4920, New York, New York 10019.

~~(4)~~

As of June 7, 2021, consists of 65,000 shares of Series A preferred stock held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. (“Opps Xb”). The general partner of Opps Xb is Oaktree Fund GP, LLC (“GP LLC”). The general partner of GP LLC is Oaktree Fund GP I, L.P (“GP I”). The general partner of GP I is Oaktree Capital I, L.P. (“Capital I”). The general partner of Capital I is OCM Holdings I, LLC (“Holdings I”). The managing member of Holdings I is Oaktree Capital Group, LLC (“OCG”). OCG is managed by its ten-member board of directors which is comprised of members appointed by each of Oaktree Capital Group Holdings GP, LLC and Brookfield Asset Management, Inc. Each of the direct and indirect general partners, managing members, directors, unit holders, shareholders, and members of Opps Xb, may be deemed to share voting and dispositive power over the shares owned by such entities, but disclaims beneficial ownership in such shares except to the extent of any pecuniary interest therein. The address for these entities is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

~~(5)~~
⁽³⁾

Ontario Teachers’ Pension Plan Board has beneficial ownership over the 50,000 shares of Series A preferred stock held by 2757730 Ontario Limited. The address for Ontario Teachers’ Pension Plan Board is 5650 Yonge Street, Toronto, Ontario M2M 4H4, Canada.

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53

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Equity Compensation Plan Information

~~EQUITY COMPENSATION PLAN INFORMATION~~

The following table summarizes information about our equity compensation plans as of February ~~27, 2021.~~26, 2022. All outstanding awards relate to our ~~common stock.~~

Common Stock.

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~~ (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans Approved by Stockholders	—	—	—	—	~~42,299,130~~ 37,682,474
Equity Compensation Plans Not Approved by Stockholders	—	—	—	—	—
Total	—	—	—	—	~~42,299,130~~ 37,682,474

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~~DELINQUENT SECTION 16(A) REPORTS~~

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own more than 10% of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the SEC. Such officers, directors and stockholders are required by SEC regulations to furnish the Company with copies of all such reports that they file. Based solely on a review of copies of reports filed with the SEC and of written representations by officers and directors, the Company believes that during fiscal ~~2020,~~2021, all officers and directors subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis, except that each of Mmes. Morris and Rupp and Messrs. Dhanda and Larson filed late Form 4s on March 3, 2022 for transactions that were consummated on February 28, 2022; Messrs. Gaijal and Rainwater filed late Form 4s on March 7, 2022 for transactions that were consummated on February 28, 2022; and Ms. ~~West and Mr. Wille~~Morris filed a late Form 4 on ~~November 10, 2020 to report transactions that were consummated on November 2, 2020, each of Mses. Morris and Pryor and Messrs. Dimond and Theilmann filed~~April 7, 2022 for a late Form 4 on June 4, 2021 to report transactions that were consummated on June 30, 2020 and each of Ms. Morris and Mr. Dhanda filed a late Form 4 on June 17, 2021 to report transactions that weretransaction consummated on February ~~27, 2021.~~

28, 2022.

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Questions and Answers About the Annual Meeting and Voting

1.

54

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Why is the Annual Meeting being held online?

~~PROPOSAL 1~~

~~ELECTION OF DIRECTORS~~

At

Conducting the meeting virtually will not only ensure the health and safety of our stockholders, it will also allow a larger number of our stockholders to participate in our Annual Meeting. This virtual meeting will provide the same rights and advantages that would be provided by a physical meeting. Stockholders will be able to present questions online during the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.

2.

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is June 7, 2022. You have one vote for each share of our Common Stock that you owned at the close of business on the Record Date, provided that on the Record Date those shares were either held directly in your name as the stockholder of record or were held for you as the beneficial owner through a bank, broker or other intermediary. As of that date, there were approximately 531,589,621 shares of Common Stock outstanding and entitled to vote. In addition, each share of Series A preferred stock is entitled to vote on each matter to come before the Annual Meeting as if the shares of Series A preferred stock were converted into shares of Common Stock as of the Record Date, meaning that each share of Series A preferred stock is entitled to approximately 58.064 votes on each matter to come before the Annual Meeting. As of the Record Date, there were 695,412 shares of Series A preferred stock issued and outstanding, representing approximately 40,378,394 votes.

3.

How do I attend the Company’s Annual Meeting?

To be admitted to the virtual-only Annual Meeting, stockholders as of the Record Date must use the following link: www.virtualshareholdermeeting.com/ACI2022 and enter the 16-digit control number found on the proxy card or the voting instruction form. By logging into the website, stockholders as of the Record Date will be able to vote shares electronically on all items to be considered at the Annual Meeting. Those without a 16-digit control number will be admitted to the virtual-only Annual Meeting as guests, but guests will not have the ability to vote or otherwise participate.

4.

What different methods can I use to vote?

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

•

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. MDT, on August 3, 2022;

•

by telephone — Follow the instructions shown on your proxy card. Votes submitted by telephone must be received by 9:59 p.m. MDT, on August 3, 2022;

•

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

•

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.

77

If you are a beneficial holder, you may vote:

•

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. MDT, on August 3, 2022; or

•

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.

5.

How can I submit questions for the Annual Meeting?

If you have questions pertaining to the business of the Annual Meeting, you may submit it in advance of the Annual Meeting by visiting www.proxyvote.com beginning June 21 and until 9:59 p.m. MDT, on July 31, 2022. You should have a proxy card or voting instruction form in hand when you access the website and follow the instructions. You may also ask questions during the Annual Meeting. In order to allow us to answer questions from as many stockholders as possible during the Annual Meeting, each stockholder will be limited to one (1) question. Questions pertinent to the business of the Annual Meeting will be read aloud and answered during the Annual Meeting, subject to time constraints. Appropriate questions received that are not addressed at the Annual Meeting will be posted, along with our responses, in the Investor Relations section of our website as soon as practical after the conclusion of the Annual Meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or questions that are not directly related to the business of the Annual Meeting, you can contact us separately after the Annual Meeting through the Investor Relations section of our website.

6.

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

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.

7.

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

During the Annual Meeting, the list of our stockholders of record entitled to vote at the Annual Meeting will be available for viewing atwww.virtualshareholdermeeting.com/ACI2022. Stockholders requesting access to the list will be asked to provide the 16-digit control number found on their proxy card or voting instruction form previously mailed or made available to stockholders entitled to vote at the Annual Meeting.

8.

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

As permitted by the SEC, the Company is furnishing to stockholders its notice of the Annual Meeting (the “Notice”), this proxy statement and the 2021 Form 10-K primarily over the internet. On or about June 21, 2022, we will mail to each of our stockholders (other than those who previously requested electronic delivery or previously elected to receive delivery of a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the Notice of Internet Availability, you will not receive a paper copy of the proxy materials unless you request one.

We believe the delivery options that we have chosen will allow us to provide our stockholders with the proxy materials they need, while minimizing the cost of the delivery of the materials and the environmental impact of printing and mailing paper copies.

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9.

What is the purpose of holding the Annual Meeting?

We are holding the Annual Meeting to elect 14 directors to hold office until ~~our 2022~~the 2023 annual meeting of ~~stockholders. Nominees were recommended~~stockholders and ~~approved for nomination by our Governance, Compliance and ESG Committee. The directors shall serve~~ until their respective successors have been duly elected and qualified, ~~or until any such director’s earlier resignation or removal. Proxies cannot be voted for a greater number~~to ratify the selection of ~~persons than the number of nominees named. If you sign~~Deloitte and return the accompanying proxy, your shares will be voted “FOR” the election of the 14 nominees recommended by our board of directors. If any nominee for any reason is unable to serve or will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. We are not aware of any nominee who will be unable to or will not serve as a director.

The following directors are being nominated for election to our board of directors: Vivek Sankaran, Jim Donald, Chan W. Galbato, Sharon Allen, Shant Babikian, Steven A. Davis, Kim Fennebresque, Allen M. Gibson, Hersch Klaff, Jay L. Schottenstein, Alan Schumacher, Brian Kevin Turner, Mary Elizabeth West and Scott Wille. Please see the discussion under “Board of Directors” in this Proxy Statement for information concerning each of our nominees for director.

~~Required Vote~~

~~The affirmative vote of a majority of votes cast for each nominated director is required for the election of each such nominated director.~~

~~The board of directors recommends a vote “FOR” the election of each of the nominated directors.~~

55

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~PROPOSAL 2~~

~~RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~The Audit and Risk Committee has appointed Deloitte &~~ Touche ~~LLP to serve~~ as our independent registered public accounting firm for the 2022 fiscal year ~~ending February 26,~~and to hold a non-binding, advisory vote on the compensation paid to our NEOs during the 2021 fiscal year. If any other matters requiring a stockholder vote properly come before the Annual Meeting, those stockholders present at the Annual Meeting and the proxies who have been appointed by our stockholders will vote as they deem appropriate.

10.

What is the Record Date and what does it mean?

The Record Date for the Annual Meeting is June 7, 2022. The ~~Company~~Record Date is ~~not~~established by the Board as required by ~~its bylaws or applicable law to submit~~Delaware law. Owners of record of Common Stock at the ~~appointment~~close of ~~Deloitte & Touche LLP for stockholder approval. However, as a matter of good corporate governance,~~business on the board of directors has determined to submit the Audit and Risk Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm to stockholders for ratification. If stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit and Risk Committee may consider the appointment of another independent registered public accounting firm. In addition, even if stockholders ratify the Audit and Risk Committee’s selection, the Audit and Risk Committee, in its discretion, may appoint a different independent registered public accounting firm if it believes that such a change would be in the best interestsRecord Date are entitled to:

(a) receive notice of the ~~Company~~Annual Meeting, and

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

11.

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

(a) Stockholder of record: If your shares are registered in your name with our ~~stockholders.~~

~~A representative~~transfer agent, American Stock Transfer (AST), you are a stockholder of ~~Deloitte & Touche LLP is expected~~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 to be a beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker or bank on how to vote and you are also invited to attend the Annual Meeting. ~~The representative will have~~Your broker or bank, as the ~~opportunity~~record holder of your shares, may exercise discretionary authority to ~~make~~vote on “routine” items but may not vote on “non-routine” items without your instructions.

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 ~~statement if he~~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 ~~she desires~~bank that holds your shares, giving you the right to ~~do so, and is expected to be available to answer appropriate questions.~~

~~Fee Information~~

~~Deloitte and Touche LLP has served as our independent auditor for~~vote the ~~fiscal years ended February 27, 2021 and February 29, 2020, respectively. The following table sets forth~~shares at the ~~fees paid to Deloitte and Touche LLP for professional services rendered for fiscal 2020 and fiscal 2019 (in thousands):~~

Audit Fees

Fiscal
2020

Fiscal
2019
Audit fees

$5,400

$5,500
Audit-related fees

800

500
Tax fees

1,500

1,000
Other fees

30

100
Total fees

$7,730

$7,100

~~Audit Fees~~

Audit fees include fees for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports. This category also includes audit services provided in connection with other statutory and regulatory filings.

~~Audit-Related Fees~~

~~Audit-related fees include fees for mergers and acquisition due diligence, accounting consultations and employee benefit plan audits.~~

~~Tax Fees~~

~~Tax fees relate to professional services rendered in connection with tax compliance and preparation relating to tax returns and tax audits, as well as for tax consulting and tax planning.~~

~~All Other Fees~~

~~All other fees consist of fees for services other than the services reported above.~~

Annual Meeting.

12.

56

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

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

~~Audit and Risk Committee Approval~~

The ~~Audit and Risk Committee must pre-approve all engagements~~representation, at the Annual Meeting or by proxy, of ~~the Company’s independent registered public accounting firm. The Audit and Risk Committee is required~~holders entitled to pre-approve all audit and non-audit services performed by the independent registered public accounting firm in order to ensure that the provision of such services will not impair its independence. During fiscal 2020, each new engagement of the independent registered public accounting firm was pre-approved.

~~Required Vote~~

~~The affirmative vote of~~cast at least a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum at the Annual Meeting. This is ~~required to ratify~~called a “quorum.” Unless a quorum is present at the ~~appointment of Deloitte & Touche LLP~~Annual Meeting, no action may be taken at the Annual Meeting except the adjournment thereof until a later time. Shares are counted as ~~our independent registered public accounting firm~~present at the Annual Meeting if you are present and vote at the Annual Meeting, if you vote via the Internet, by telephone, by mail or if you are represented by proxy. Abstentions, broker votes and “broker non-votes” are counted as present for the ~~fiscal year ending February 26, 2022.~~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.

13.

What is a proxy and how does the proxy process operate?

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 Juliette Pryor of the Company have been designated as proxies for the Annual Meeting. The term “proxy” also refers to the written document or “proxy card” that you sign to authorize those persons to vote your shares.

79

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 ~~board~~proxy voting mechanism is vitally important to us. In order for us to obtain the necessary stockholder approval of ~~directors recommends~~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.

14.

What happens if I do not give specific voting instructions?

Stockholder of Record.

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

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

sign and return a proxy card with specific voting instructions

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

Beneficial Owner.

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

15.

Which ballot measures are called “routine” or “non-routine”?

Under the broker voting rules of the NYSE, the ratification of the appointment of Deloitte &and Touche ~~LLP~~ as the Company’s independent registered public accounting firm for the 2022 fiscal year ~~ending February 26, 2022.~~

57

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~PROPOSAL 3~~

~~ADVISORY (NON-BINDING) VOTE TO APPROVE~~

~~THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION~~

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.

As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, develop, motivate and retain our Named Executive Officers, who are critical to our success. Under these programs, our Named Executive Officers are rewarded for the achievement of specific annual, long-term and strategic goals, corporate goals(Item 2) is considered a “routine” matter, and the ~~realization~~election of increased stockholder value. Please read the “Compensation Discussion and Analysis” for additional details about our executive compensation programs, including information about the fiscal 2020 compensation of our Named Executive Officers.

We are asking our stockholders to indicate their support for our Named Executive Officers’ compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officersdirectors (Item 1) and the ~~philosophy, policies and practices described in this Proxy Statement.~~

~~In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Act) and the related rules of the SEC, our board of directors will request your~~non-binding, annual advisory vote on executive compensation (Item 3) are considered “non-routine” matters.

16.

What are broker non-votes?

If you are the ~~following resolution at~~beneficial owner of shares and hold stock in street name, then the ~~Annual Meeting:~~

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

17.

How are broker non-votes and abstentions treated?

Broker non-votes and abstentions are counted for purposes of determining a quorum. However, see below with regards to the ~~Named Executive Officers, as disclosed in~~effect of broker non-votes and abstentions on approval of specific agenda items.

18.

What is the voting requirement for each of the items?

Approval of Item 1: Since this ~~Proxy Statement pursuant to~~is an uncontested election, each director shall be elected by the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

This “say-on-pay” vote is advisory, and therefore not binding on the Company, the Compensation Committee or our board of directors. Our board of directors and our Compensation Committee value the opinions of our stockholders, and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

~~Required Vote~~

~~The affirmative~~ vote of a majority of the votes cast ~~is required~~with respect to approve, on an advisory (non-binding) basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K under the Exchange Act, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion that ~~accompanies the compensation tables.~~

The board of directors recommends a vote “FOR” the approval of the compensation of the Named Executive Officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K under the Exchange Act, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion that accompanies the compensation tables.

58

~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~PROPOSAL 4~~

~~ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF~~

~~FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION~~

~~As discussed in Proposal 3, the board of directors values the input of stockholders regarding the Company’s executive compensation practices. As contemplated~~director’s election by the ~~Dodd-Frank Act, stockholders are also invited~~shares present or represented by proxy and entitled to express their views on how frequently advisory votes on executive compensation, such as Proposal 3, will occur. Stockholders can advise the board of directors on whether such votes should occur every year, every two years, or every three years or may abstain from voting.

~~After careful consideration, the board of directors has determined that holding an advisory~~ vote on executive compensation every year is the most appropriate policy for the Company at this time. Our board recommends that this vote be held every year because it believes that it allows our stockholders to provide us with direct input on our compensation philosophy, policies and practices on an annual basis.

This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the board of directors. Stockholders will be able to specify one of four choices for this proposal on the proxy card: every year, every two years, every three years or abstain. Stockholders are not voting to approve or disapprove the board of directors’ recommendation. Although non-binding, the board of directors and the Compensation Committee will carefully review the voting results. Notwithstanding the board of directors’ recommendation and the outcome of the stockholder vote, the board of directors may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

~~Required Vote~~

The affirmative vote of a majority of votes cast for one year, two years or three years is required to approve, on an advisory (non-binding) basis, the frequency with which stockholders are provided an advisory vote on executive compensation, as disclosed pursuant to Item 402 of Regulation S-K under the Exchange Act, including the Compensation Discussion and Analysis, compensation tables and narrative discussion which accompanies the compensation tables.

The board of directors recommends a vote for “EVERY YEAR” as the frequency with which stockholders are provided an advisory vote on executive compensation, as disclosed pursuant to Item 402 of Regulation S-K under the Exchange Act, including the Compensation Discussion and Analysis, compensation tables and narrative discussion which accompanies the compensation table.

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~PROPOSAL 5~~

~~Approval of an amendment to the Company’s certificate of incorporation to increase the maximum size of the board of DIRECTORS from 15 members to 17 members~~

~~Background~~

~~On May 13, 2021, our board of directors voted to approve, and to recommend that you approve~~ at the Annual ~~Meeting, an amendment to our certificate~~Meeting.

Approval of ~~incorporation that will increase the maximum board size from 15 members to 17 members.~~

~~Currently, Article V~~Item 2: The ratification of the ~~certificate~~appointment of ~~incorporation authorizes~~Deloitte and Touche requires the size of our board of directors to be not less than 7 directors nor more than 15 directors. Pursuant to Article V, the exact number of directors is to be determined from time to time exclusively by resolution adopted by the board of directors or otherwise in the manner provided therein. Our board of directors currently consists of 14 directors.

~~Reasons for the Board Size Charter Amendment~~

Our board of directors, including the Governance, Compliance and ESG Committee, regularly reviews the Company’s corporate governance policies and procedures. The board of directors has determined that it would be in the best interests of the Company and its stockholders to increase the maximum size of the board of directors from 15 to 17 directors.

The board of directors believes that the Company would benefit from having a larger board of directors. If the size of the board of directors is increased, the board of directors will have a greater number of directors with different backgrounds and have increased breadth and depth of experience and skills necessary for proper oversight of the Company’s affairs. The increase will also facilitate the Company’s ability to address and meet evolving corporate governance standards and the rules, regulations and other requirements of the SEC and NYSE. Finally, a larger board of directors will help enable the board of directors to meet its goal of having greater diversity among the Company’s directors.

If the increase is approved by our stockholders, the board of directors will have discretion to add new members up to a maximum of 17 members. Pursuant to the Company’s bylaws, any vacancies in the board of directors resulting from an increase in the number of directors may be filled by the board of directors, acting by a majority vote of the directors then in office. The board of directors, through its Governance, Compliance and ESG Committee, has been engaged in discussions about various individuals who could be an ideal fit to join our board of directors. However, our board of directors has not yet determined who the remaining additional directors, if any, will be if the increase is approved. The minimum number of members of the board of directors will continue to be seven.

~~Proposed Amendment To Increase the Maximum Size of the Board~~

~~The proposed amendment to the certificate of incorporation is set forth in its entirety in~~ ~~Exhibit A. If the proposed amendment is approved and adopted, it will become effective upon our filing it with the Secretary of State of the State of Delaware.~~

~~Required Vote~~

~~The~~ affirmative vote of a majority of the ~~outstanding stock~~votes cast by stockholders present at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote ~~thereon~~thereon. Since this item is ~~required~~considered a “routine” matter, broker non-votes do not arise as brokers and banks may exercise discretionary authority to ~~approve an amendment to~~vote your shares. Abstentions will have no effect on this item.

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Approval of Item 3: The advisory vote on executive compensation requires the ~~Company’s certificate~~affirmative vote of ~~incorporation to increase the maximum size of the board of directors from 15 members to 17 members. Because~~ a majority of the ~~outstanding stock~~votes cast by stockholders present at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote ~~thereon is required~~thereon.

19.

How does the Board recommend I vote?

The Board recommends that you vote:

FOR each of the nominees for director;

FOR the ratification of the appointment of Deloitte and Touche as our independent registered public accounting firm for the 2022 fiscal year; and

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

20.

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

You may revoke your proxy and change your vote at any time before the ~~proposed amendment,~~proxy has been exercised at the ~~failure~~Annual Meeting.

If you are a stockholder of record, your proxy can be revoked in several ways:

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

by submitting another valid proxy bearing a later date; or

by attending the Annual Meeting and voting your shares.

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

21.

Who counts the votes?

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

22.

Who pays for this proxy solicitation?

The Company pays for this proxy solicitation. We use Broadridge Financial Solutions, its agents, and brokers to distribute all proxy materials to our stockholders. We will pay them a fee and reimburse any expenses they incur in making the distribution. Proxies will be solicited on behalf of the Board by mail, telephone, other electronic means or in person.

23.

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

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

24.

Where can I find the voting results?

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

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Stockholder Proposals and Director Nominations for the 2023 Annual Meeting of Stockholders

Stockholders wishing to include a proposal for stockholder consideration in our 2023 proxy statement or bring business before our annual meeting of stockholders in 2023 must send notice to our Corporate Secretary at our principal executive offices at 250 Parkcenter Blvd., Boise, Idaho 83706 by registered, certified or express mail and provide the required information and follow the other procedural requirements described below.

Stockholder Proposals for Inclusion in our 2023 Proxy Statement

Stockholders who wish to present a proposal in accordance with SEC Rule 14a-8 for inclusion in our proxy materials to be distributed in connection with our 2023 annual meeting of stockholders must submit their proposals in accordance with that rule so that they are received by our Corporate Secretary at the address set forth above no later than the close of business on February 21, 2023. If the date of our 2023 annual meeting is more than 30 days before or after August 4, 2023, then the deadline to timely receive such material shall be a reasonable time before we begin to print and send our proxy materials. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that it will be included in our proxy materials.

Other Stockholder Proposals or Nominations for Presentation at the 2023 Annual Meeting

Our bylaws provide procedures by which a stockholder may bring business before any meeting of stockholders or nominate individuals for election to our Board at an ~~“Abstain” vote as~~annual meeting of stockholders. If a stockholder wishes to bring business to a meeting for consideration other than a matter brought pursuant to SEC Rule 14a-8 or to nominate one or more persons for election to our Board, the ~~same effect as~~stockholder must deliver a ~~vote “Against”~~written notice to our Corporate Secretary at the address above and provide the information required by the provisions of our bylaws dealing with stockholder proposals or director nominations. The notice of such a proposal or director nomination must be delivered to (or mailed to and received at) the address set forth above no later than May 6, 2023 and no earlier than April 6, 2023. The requirements for such stockholder’s notice are set forth in our bylaws.

Candidates proposed ~~amendment.~~

~~The board of directors recommends a vote for “FOR”~~by stockholders in accordance with the ~~approval of an amendment~~procedures set forth in the Company’s bylaws will be considered by the Governance Committee under criteria similar to the ~~Company’s certificate~~evaluation of ~~incorporation to increase the maximum size~~other candidates set forth above in “Corporate Governance-Board Composition-Director Qualifications.” Candidates submitted this way may include an analysis of the ~~board~~candidate from our management. Any stockholder making a nomination in accordance with the foregoing process will be notified of ~~directors from 15 members~~the Governance Committee’s decision.

Certain stockholders have director nomination rights pursuant to ~~17 members.~~

our Stockholders’ Agreement and Amended and Restated Investment Agreement. See “-Corporate Governance-Director Nomination Process-Nomination Rights and Support Obligations under Certain Agreements” above for more information.

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Other Matters

~~OTHER MATTERS~~

Our ~~board of directors~~Board does not presently intend to bring any other business before the meeting, and, so far as is known to our ~~board of directors,~~Board, no matters are to be brought before the meeting except as specified in the ~~Notice of Annual Meeting.~~Notice. As to any business that may properly come before the meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

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~~ANNUAL REPORT TO STOCKHOLDERS~~

Availability of Report on Form 10-K

Our ~~2020 Annual Report~~2021 Form 10-K has been posted, and is available without charge, on our corporate website at https://~~investor.albertsonscompanies.com/~~investor. albertsonscompanies.com/financial-reports/sec-filings/default.aspx in the Investor Relations section. For stockholders receiving a Notice of Internet Availability, such Notice will contain instructions on how to request a printed copy of our ~~2020 Annual Report.~~2021 Form 10-K. For stockholders receiving a printed copy of this ~~Proxy Statement,~~proxy statement, a copy of our ~~2020 Annual Report~~2021 Form 10-K has also been provided to you (including the financial statements and the financial statement schedules but excluding the exhibits thereto). In addition, we will provide, without charge, a copy of our ~~2020 Annual Report~~2021 Form 10-K (including the financial statements and the financial statement schedules but excluding the exhibits thereto) to any stockholder of record or beneficial owner of our stock. Requests can be made by writing to Corporate Secretary, c/o Albertsons Companies, Inc., 250 Parkcenter Blvd., Boise, Idaho ~~83706~~.83706.

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~~INCORPORATION BY REFERENCE~~

Incorporation by Reference

No information contained on or available through any website referenced in this ~~Proxy Statement,~~proxy statement, our corporate website or any other website that we may maintain shall be deemed included or incorporated by reference into this ~~Proxy Statement.~~proxy statement.

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~~DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS~~

Delivery of Documents to Stockholders Sharing an Address

We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, stockholders of record who have the same address and last name and did not receive a Notice of Internet Availability or otherwise receive their proxy materials electronically will receive only one copy of this ~~Proxy Statement~~proxy statement and the ~~2020 Annual Report,~~2021 Form 10-K, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of this ~~Proxy Statement~~proxy statement and the ~~2020 Annual Report,~~2021 Form 10-K, or if you hold our stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our Corporate Secretary by mail, c/o Albertsons Companies, Inc., 250 Parkcenter Blvd., Boise, Idaho 83706 or by phone at (208) 395-6200. If you participate in householding and wish to receive a separate copy of this ~~Proxy Statement~~proxy statement and the ~~2020 Annual Report,~~2021 Form 10-K, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact our Corporate Secretary as indicated above.

If your shares are held in street name through a broker, bank or other intermediary, please contact your broker, bank or intermediary directly if you have questions, require additional copies of this ~~Proxy Statement~~proxy statement or the ~~2020 Annual Report~~2021 Form 10-K or wish to receive a single copy of such materials in the future for all beneficial owners of shares of the Company’s stock sharing an address.

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Transfer Agent Information

~~TRANSFER AGENT INFORMATION~~

American Stock Transfer & Trust Company, ~~LLC.~~LLC (“AST”) is the transfer agent for our ~~common stock~~Common Stock and preferred stock. AST can be reached at American Stock Transfer & Trust Company, LLC, 6201 15th Ave, Brooklyn, NY 11219, Attention: Shareholder Services, (800) 937-5449. You should contact AST if you are a registered stockholder and have a question about your account or if you would like to report a change in your name or address.

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

Forward-Looking Statements

Table of ~~the Amended & Restated Certificate~~Contents

~~EXHIBIT A~~

~~CERTIFICATE OF AMENDMENT TO THE~~

~~AMENDED & RESTATED CERTIFICATE OF INCORPORATION~~

OF

~~ALBERTSONS COMPANIES, INC.~~

~~Pursuant to Section 242~~

This proxy statement includes "forward-looking statements" within the meaning of the ~~General Corporation Law~~federal securities laws. The "forward-looking statements" include our current expectations, assumptions, estimates and projections about our business and our industry. They include statements relating to our future operating or financial performance which the Company believes to be reasonable at this time. You can identify forward-looking statements by the use of ~~the~~

~~State~~words such as "outlook," "may," "should," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future" and "intends" and similar expressions which are intended to identify forward-looking statements.

These statements are not guarantees of ~~Delaware~~

~~Albertsons Companies, Inc. (the “Corporation”), a corporation organized~~future performance and ~~existing under~~are subject to risks, uncertainties and ~~by virtue~~other factors, some of which are beyond our control and difficult to predict, including, among others:

changes in macroeconomic conditions and uncertainty regarding the geopolitical environment;

retail consumer behavior and environment and the Company's industry;

ability to attract and retain qualified associates and negotiate acceptable contracts with labor unions;

failure to achieve productivity initiatives;

increased rates of food price inflation, as well as fuel and commodity prices;

availability of agricultural commodities and raw materials used in our food products; and

factors related to the continued impact of the ~~laws~~COVID-19 pandemic, about which there are still many unknowns, including its duration, recurrence, new variants, status and effectiveness of vaccinations, duration and scope of related government orders, financial assistance programs, mandates and regulations and the extent of the ~~State of Delaware, pursuant~~overall impact to our business and the ~~provisions~~communities we serve.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this proxy statement reflect our view only as of the ~~General Corporation Law~~date of ~~the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY~~

~~FIRST: That, in accordance with the provisions of Sections 141 and 242 of the DGCL, the Board of Directors of the Corporation duly adopted resolutions setting forth the following amendment~~this proxy statement. We undertake no obligation, other than as required by law, to ~~the Amended & Restated Certificate of Incorporation of the Corporation (the “Amendment~~”), declaring the Amendment to be advisable and calling for the submission of the proposed Amendment to the stockholders of the Corporation for their consideration thereof. The resolution setting forth the proposed amendment is as follows:

~~RESOLVED, that the Board of Directors declares that it is advisable to amend~~ ~~Article V~~ of the Amended & Restated Certificate of Incorporation of the Corporation, upon approval by the requisite vote of the holders of the outstanding stock of the Corporation entitled to vote thereon, by replacing the second sentence of ~~Article V~~ ~~in its entirety with the following:~~

“The total number of directors consisting the Board of Directors shall be not less than 7 directors nor more than 17 directors, the exact number of directors to be determined from time to time exclusively by resolution adopted by the Board of Directorsupdate or ~~in the manner provided herein.”~~

~~SECOND: That the Amendment was submitted for stockholder approval and that on [•], a majority of the outstanding stock of the Corporation entitled to vote~~revise any forward-looking statements, whether as a ~~class voted~~result of new information, future events or otherwise.

While certain aspects of our financial results have been favorably impacted by increased demand during the COVID-19 pandemic, in addition to ~~approve~~favorable consumer conditions including incremental financial assistance provided by various government agencies, our business continues to experience challenges to meet customer demand. We have experienced increased labor shortages due to COVID-19 variants resulting in transportation and retail store disruptions. Together with labor shortages and higher demand for talent, the ~~foregoing Amendment~~current economic environment is driving higher wages. Labor shortages could also impact our ability to negotiate acceptable contracts with labor unions which could result in ~~accordance with~~strikes by affected workers and thereby significantly disrupt our operations. Our ability to meet labor needs, control wage and labor-related costs and minimize labor disruptions will be key to our success of operating our business and executing our business strategies. Furthermore, our business is experiencing an inflationary environment and food price inflation, which has benefited our sales and gross margin growth but has negatively impacted our gross margin rates. We are unable to predict how long the ~~provisions~~current inflationary environment, including increased energy costs, will continue. We expect the economic environment to remain uncertain as we navigate the current geopolitical environment, the COVID-19 pandemic, labor challenges, supply chain constraints and the current inflationary environment, including increasing energy and commodity prices.

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Table of ~~Incorporation~~Contents

Table of ~~the Corporation.~~

~~THIRD: That the Amendment was duly approved and adopted in accordance with the applicable provisions of Section 242 of the DGCL.~~

~~FOURTH: That the Amendment shall be effective immediately upon the filing of this Certificate of Amendment to the Amended & Restated Certificate of Incorporation.~~

~~IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be duly signed by [•], its [•], this [•] day of [•], 20[•].~~

			A~~LBERTSONS COMPANIES, INC.~~

			~~By:~~
			~~Name:~~
			~~Title:~~

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~~Albertsons Companies, Inc. 2021 Proxy Statement~~

~~TABLE OF CONTENTS~~Contents