Alan Schumacher

About Alan Schumacher

Independent director of Albertsons Companies, Inc. (ACI), age 78, serving since 2015. He chairs the Audit Committee and sits on the Governance Committee; the Board has designated him an “audit committee financial expert” under SEC rules and an independent director under NYSE standards . Prior roles include EVP & CFO (1997–2000) and VP, Controller & Chief Accounting Officer (1985–1996) at American National Can; he also served on the Federal Accounting Standards Advisory Board (FASAB) from 2002 through June 2012 .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Governance Committee member. Audit Committee members are all “audit committee financial experts”; Governance Committee fully independent .
• Audit Committee scope: financial reporting integrity, internal audit, ERM, internal controls, auditor appointment/independence; delegated authority to approve related party transactions .
• Independence: Board affirmed Mr. Schumacher is independent under NYSE and SEC rules and qualifies as an audit committee financial expert .
• Attendance and engagement: Board met 10 times in fiscal 2024 with 5 written consents; all directors except one attended ≥75% of Board/committee meetings—Schumacher met the ≥75% threshold .
• Executive sessions and leadership: Board holds regular executive sessions of non-management directors; separate independent Chair (James Donald) and CEO roles .
• Shareholder support: At the 2025 Annual Meeting, Schumacher’s election received 467,018,721 “For” vs. 7,982,329 “Against” and 773,302 “Abstain,” indicating strong investor support .

Fixed Compensation

Director pay structure (fiscal 2024):

• Annual cash retainer: non-management director $125,000; non-management Board Chair $200,000 .
• Committee fees: Audit Chair $50,000; Audit Member $25,000; Compensation/Finance/Governance/Technology Chair $40,000; Member $20,000 .
• Equity: annual time-based RSU (TBRSU) grant valued at $145,000, granted first business day of fiscal year, vests last day of fiscal year; dividend equivalent rights (DERs) accrue and vest with the underlying units .
• No meeting fees; expense reimbursement for documented out-of-pocket costs .

Schumacher fiscal 2024 director compensation:

Program compliance and alignment:

• Non-management Director Share Retention Guidelines require retention of at least 50% of shares received from equity awards; all directors were in compliance as of June 20, 2025 .

Performance Compensation

• ACI does not disclose performance metrics tied to director compensation (director equity grants are time-based RSUs, not performance-based) .

Other Directorships & Interlocks

• Current public boards: Warrior Met Coal and Evertec; both with audit committee service, underscoring deep financial oversight expertise .
• No Compensation Committee interlocks: Company discloses no officer/employee service on the Compensation Committee and no reciprocal interlocks with other issuers’ compensation committees .

Expertise & Qualifications

• Financial reporting and controls: Former CFO; long-tenured chief accounting officer; designated audit committee financial expert .
• Standards and governance: Decade on FASAB; multiple public board audit committee roles .
• Risk oversight: Audit Committee remit includes ERM and major financial risk exposures .

Equity Ownership

Outstanding shares of Common Stock were 563,990,471 as of the record date; table indicates Schumacher’s percentage is less than 1% .
Pledging/hedging: Insider Trading Policy restricts speculative transactions and requires pre-clearance for any pledges/hedges; no pledging by Schumacher is disclosed .

Governance Assessment

• Signals supporting investor confidence:

  • Strong shareholder support for re-election in 2025 (467.0M “For” votes) .
  • Independence and audit committee financial expert designation; chairs the Audit Committee overseeing financial reporting integrity and ERM .
  • Active attendance and Board engagement (≥75% of meetings) .
  • Robust director ownership alignment via share retention guidelines; compliance confirmed .
  • Company-wide say-on-pay support remained high in 2024 (90.3% “For”), indicating broad governance confidence (context for overall Board oversight) .

• Potential conflict monitoring and mitigation:

  • Cerberus, the largest stockholder, has director nomination rights (up to four seats) and affiliates received fees for IT advisory and consulting in fiscal 2024; Audit Committee (chaired by Schumacher) is delegated to approve related party transactions, providing oversight .
  • Disclosed related party transactions included ~$4.0 million paid to Cerberus Technology Solutions for IT advisory/implementation and ~$240,000 consulting fees to Catalyst Retail Solutions (owned 50% by the CEO’s spouse); Audit Committee reviews/approves such transactions for fairness and Company interest .

• Red flags observed:

  • None disclosed specific to Schumacher (no attendance shortfall; no pledging; no reported legal proceedings). The Board disclosed one director with <75% attendance (not Schumacher) .
  • Ongoing related party transactions with the largest stockholder’s affiliates are a structural governance consideration; however, the Audit Committee’s formal oversight and approval process is disclosed .

Appendices (Reference)

• Audit Committee Report signed by Schumacher (Chair), affirming review of audited financial statements and auditor independence .
• 2025 Annual Meeting final vote results (including director elections and say-on-pay) .