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Sarah Mensah

Director at Albertsons CompaniesAlbertsons Companies
Board

About Sarah Mensah

Sarah Mensah, age 60, is President of Jordan Brand at Nike Inc. and has served as an independent director of Albertsons Companies (ACI) since 2023. She brings deep operations, marketing, and brand leadership experience from Nike and nearly two decades at the NBA’s Portland Trail Blazers. The Board has affirmatively determined she is independent under NYSE rules and the Exchange Act .

Past Roles

OrganizationRoleTenureCommittees/Impact
Nike Inc. (Jordan Brand)PresidentJoined Nike in 2013; currently President of Jordan BrandOperations, marketing, branding leadership; improved financial viability through brand management and strategic growth
Portland Trail Blazers (NBA)Senior Vice President and Chief Operating OfficerNearly two decadesProgressive leadership roles; operational oversight

External Roles

OrganizationPublic/PrivateRoleNotes
Various private companiesPrivateDirector“Serves on private company boards” (no public boards disclosed)

Board Governance

  • Committee assignments: Governance Committee (member); Finance Committee (member). Governance Committee members: Allen (Chair), Gibson, Schumacher, West, Mensah; Finance Committee members: West (Chair), Gibson, Gray, Mensah .
  • Independence: Board determined Mensah meets NYSE independence standards; majority of Board and all standing committees are independent .
  • Attendance and engagement: Board met 10 times in fiscal 2024 and acted by written consent 5 times; all directors except Mr. Turner attended at least 75% of Board and committee meetings. Non‑management directors hold executive sessions at each regularly scheduled Board and Committee meeting .
  • Committee focus relevant to Mensah: Governance oversees director selection, independence reviews, Board self‑evaluation, ethics/compliance, non‑financial risk, and ESG strategy; Finance oversees capital structure, financings, share repurchases, investor relations, rating agencies, and significant capital investments .

Fixed Compensation

ComponentAmountBasis/Notes
Annual cash retainer (Non‑management director)$125,000 Paid quarterly; no meeting fees
Committee membership fees$20,000 per committee Governance Committee (member) + Finance Committee (member) = $40,000
Total cash paid (Fiscal 2024)$165,000 Matches retainer + two committee fees

Performance Compensation

Equity InstrumentGrant DateVestingGrant Value (Policy)Mensah Grant (FY2024)Dividends/DER
Time‑Based RSUs (TBRSUs)First business day of fiscal year Last day of fiscal year $145,000 per director $144,994 (grant‑date fair value) Dividend equivalent rights accrue and vest with underlying TBRSUs; DERs can compound on unvested units
  • No performance metrics for director equity grants (TBRSUs are time‑based; performance metrics apply to NEO PBRSUs, not directors) .

Other Directorships & Interlocks

CompanyRoleInterlocks/Overlap with ACI ecosystem
Private company boards (unspecified)DirectorNone disclosed; no public company interlocks reported

Expertise & Qualifications

  • Brings extensive leadership in operations, marketing, and branding; proven ability to improve financial viability through brand management and strategic growth .
  • Board skills matrix identifies operations/marketing and strategic planning capabilities among Board nominees (matrix summarized by category; detailed biography highlights her domain strengths) .

Equity Ownership

HolderShares Beneficially Owned% of Shares OutstandingPledged SharesOwnership Guideline Compliance
Sarah Mensah8,198 ~0.0015% (8,198 / 563,990,471) Not disclosedAll directors compliant with share retention guidelines as of June 20, 2025 (retain at least 50% of shares received from equity awards)

Shares outstanding at record date: 563,990,471 . Beneficial ownership categories per SEC rules; Mensah’s stake represents less than 1% .

Compensation Committee Analysis (Context)

  • Independence: All Compensation Committee members meet NYSE standards; qualify as non‑employee directors under Rule 16b‑3 .
  • Consultant: FW Cook serves as independent compensation consultant to the Committee; no other services provided to the Company .
  • Interlocks: No compensation committee interlocks or insider participation reported .
  • Program stability: February 2024 review found director compensation aligned with market; no changes recommended (pending Kroger merger noted at the time) .
  • Director fee schedule: Committee chair/member annual fees disclosed; no meeting fees .

Related Party Transactions (Conflict Review)

  • No related party transactions disclosed involving Sarah Mensah or Nike. Disclosed related party items include fees to Cerberus affiliates (~$4.0 million for technology services; other consulting immaterial) and transactions involving Catalyst Retail Solutions (CEO’s spouse 50% ownership; manufacturers’ items sold totaling ~$6 million in cost; Catalyst received ~$240,000 from manufacturers) .
  • Audit Committee approves/ratifies related party transactions per policy; delegated authority for such approvals .

SAY‑ON‑PAY & Shareholder Feedback (Context)

  • 2024 say‑on‑pay received 90.3% support; Committee maintained compensation design aligned to performance goals .

Governance Assessment

  • Strengths: Independent director with consumer brand operating rigor; active on Governance and Finance committees overseeing director quality, ESG, ethics/compliance, capital allocation, and IR—areas directly linked to investor confidence. Board maintains majority independence, separate Chair/CEO, regular executive sessions, and strong attendance norms .
  • Alignment: Meaningful equity component via annual TBRSUs and share retention guideline (50% of shares from equity awards retained); Mensah beneficially owns 8,198 shares; all directors compliant with retention policy .
  • Conflicts: No Mensah‑specific related party exposures disclosed; Board‑level related party engagements with Cerberus affiliates are governed by Audit Committee approval. Cerberus retains director designation rights under the Stockholders’ Agreement, but Mensah is not a Cerberus designee and is affirmed independent .
  • Attendance: Company disclosed that all directors except Mr. Turner met the 75% threshold in fiscal 2024; this supports engagement standards for Mensah though individual director attendance rates beyond this threshold are not itemized .
  • RED FLAGS: None directly tied to Mensah identified in proxy. Board‑level sensitivities include significant services from Cerberus affiliates and largest stockholder nomination rights; continued Audit Committee oversight and transparency mitigate conflict risk .

Note: Insider Form 4 trading activity for individual directors is not provided in the proxy; no Mensah trading data was disclosed in this document .