Brian Kevin Turner
Albertsons CompaniesAbout Brian Kevin Turner
Brian Kevin Turner, 60, has served on Albertsons Companies’ Board since 2020 and is designated as an independent director; he co-chairs the Technology Committee and sits on the Compensation Committee, bringing deep technology, cybersecurity/AI and large-scale operating expertise from prior senior roles at Microsoft, Walmart/Sam’s Club, Citadel Securities, and Core Scientific, and as current Chairman of Zayo Group . The Board affirms his independence under NYSE rules despite his nomination as a Cerberus designee, and highlights his contributions in technology and operations to Board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Chief Operating Officer | 2005–2016 | Global operations, online sales, supply chain, IT leadership cited by ACI for Board-relevant skills . |
| Walmart Inc. / Sam’s Club | CEO & President, Sam’s Club; earlier roles including EVP & Global CIO | 2002–2005 (CEO/President); 1985–2002 (various) | Retail operations, merchandising, IT and brand/marketing leadership . |
| Citadel Securities / Citadel LLC | CEO (Citadel Securities) and Vice Chairman (Citadel LLC) | Aug 2016–Jan 2017 | Financial markets operating leadership . |
| Core Scientific | President & CEO | Jul 2018–May 2021 | AI/blockchain infrastructure leadership . |
| Albertsons Companies | Vice Chairman and Senior Advisor to the CEO | Aug 2017–Feb 2020 | Pre-Board advisor to ACI leadership . |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Zayo Group | Chairman | Since Jun 2020 | Private (Chairman role disclosed by ACI) . |
| Nordstrom, Inc. | Director | 2010–2020 (ended May 2020) | Public . |
Board Governance
- Committee assignments: Co-Chair, Technology Committee; Member, Compensation Committee .
- Independence: Board determined Turner is independent under NYSE/Exchange Act standards; he is also disclosed as a Cerberus designee .
- Attendance: In fiscal 2024 the Board met 10 times; all directors except Mr. Turner met the 75% attendance threshold—Turner attended 71% due to an unavoidable conflict on a day with multiple meetings (a governance watch item) .
- Committee activity (FY 2024): Compensation Committee met 4 times; Technology Committee met 3 times .
- Chair/lead structure: Independent, non-executive Chair (James Donald); no Lead Independent Director given independent Chair; regular executive sessions at each Board and committee meeting .
- Related-party oversight: Audit Committee (Turner is not a member) approves related-party transactions per policy .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer (non-management member) | $125,000 | Paid quarterly; no meeting fees . |
| Committee fees | $40,000 (Technology Chair); $20,000 (Compensation member) | Annual chair/member retainers . |
| Total cash fees (Turner) | $185,000 | Matches member + chair roles above . |
Performance Compensation
| Equity Element | FY 2024 Value | Grant Mechanics | Vesting |
|---|---|---|---|
| Time-Based RSUs (director annual grant) | $144,994 | Annual TBRSU valued at $145,000, granted first business day of fiscal year; number determined by grant-date price . | Vest on last day of corresponding fiscal year; DERs accrue and vest with units if dividends declared . |
| Options/PSUs (director program) | Not disclosed/none indicated | Proxy describes TBRSUs for directors; no options; performance plans are for executives, not directors . |
No meeting fees are paid to directors; TBRSUs are time-based, not performance-based; all amounts shown reflect ASC 718 grant-date fair value .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Nordstrom, Inc. (public) | Director (2010–2020) | Prior external board; no current interlock disclosed with ACI suppliers/customers . |
| Cerberus nomination rights | Cerberus can designate directors; Turner is disclosed as a Cerberus designee | Largest stockholder representation; Board still deems him independent; related-party fees to Cerberus affiliates are reviewed by Audit Committee . |
Expertise & Qualifications
- Technology, cybersecurity, and AI expertise; co-chairs the Technology Committee overseeing technology strategy, competitiveness, and cyber/data security risk .
- Large-scale operations, supply chain, merchandising, marketing, and IT leadership from Microsoft and Walmart/Sam’s Club .
- Compensation oversight experience as a member of ACI’s Compensation Committee; committee uses independent consultant FW Cook and reports no compensation interlocks .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis/Date |
|---|---|---|---|
| Brian Kevin Turner | 151,748 | ~0.027% (151,748 / 563,990,471) | Shares per proxy record date table (June 11, 2025); shares outstanding 563,990,471 . |
- Director share retention guideline: Non-management directors must retain at least 50% of shares received from equity awards during service; all directors were in compliance as of June 20, 2025 .
- Hedging/pledging policy: Insider Trading Policy prohibits speculative transactions (short sales, options); any pledge or hedge must be pre-cleared for officers and directors .
Fixed vs Equity (FY 2024 Director Pay – Turner)
| Type | Amount |
|---|---|
| Cash fees | $185,000 |
| Equity TBRSUs (grant-date value) | $144,994 |
Governance Assessment
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Positives
- Brings scarce large-scale technology, cybersecurity/AI, and omni-operations expertise; co-leads Board oversight of technology and cyber risk through the Technology Committee .
- Independent under NYSE standards; not on Audit Committee that approves related-party deals, reducing conflict optics around Cerberus affiliate transactions .
- Compensation Committee practices include independent consultant (FW Cook), capped incentives, clawbacks for executives; 2024 say-on-pay support was 90.3%, indicating investor alignment with pay design he helps oversee .
-
Risk indicators and watch items
- RED FLAG: Attendance below the 75% threshold in fiscal 2024 (71% across Board/committees), attributed to an unavoidable multi-meeting conflict; continued monitoring warranted, especially given committee leadership responsibilities .
- Cerberus influence: Turner is a Cerberus designee; ACI paid ~$4.0 million to Cerberus Technology Solutions in FY 2024 for IT advisory services—a related-party transaction under Audit Committee oversight; ongoing transparency and recusal protocols are important .
- Board structure mitigants: Independent Chair with regular executive sessions; independent standing committees; majority independent Board .
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Director compensation and alignment
- Pay structure is balanced with cash retainers tied to committee responsibilities and TBRSUs that align value with ACI share price; no meeting fees; director retention policy enhances alignment .
- Turner’s beneficial ownership (151,748 shares) provides visible skin-in-the-game, albeit a small percentage of outstanding shares given ACI’s large float .
-
Shareholder engagement and oversight
- Compensation Committee reported no interlocks; uses best-practice features (ownership guidelines, clawbacks, independent consultant); strong say-on-pay support underpins investor confidence in oversight where Turner participates .
Overall, Turner strengthens Board oversight on technology and cyber risk while his Compensation Committee role aligns with an investor-supported pay framework; the primary governance concern is his 2024 attendance shortfall and Cerberus-related optics, partially mitigated by independent structures and Audit Committee RPT oversight .