Scott Wille

About Scott Wille

Scott Wille is Senior Managing Director and Head of Consumer & Retail Private Equity at Cerberus Capital Management; he joined Cerberus in 2006 after working in Deutsche Bank’s leveraged finance group (2004–2006) . He served on Albertsons’ Board from Jan 2015–Jun 2020, rejoined in Oct 2020, resigned in Nov 2023, and was appointed again on Nov 12, 2025; the 2025 8‑K notes he has not yet been assigned to any committees and was designated under Cerberus’ stockholders’ agreement . The 2025 8‑K notes he is a Dartmouth College graduate .

Past Roles

External Roles

Board Governance

• Committee assignments (historical): Member, Governance Committee; Member, Finance Committee (FY2022 disclosed in 2023 proxy) .
• Current assignment: Upon re-appointment on Nov 12, 2025, no committee assignment yet (per 8‑K) .
• Designation/independence: Wille is a Cerberus-designee under the Stockholders’ Agreement that grants Cerberus up to four board seats based on ownership tiers . The 2025 8‑K does not assert director independence for Wille and notes he may be deemed to have an indirect interest in related-party transactions disclosed in the 2025 proxy .
• Attendance and engagement: In FY2023, the company disclosed all directors except one (Mensah) attended at least 75% of board/committee meetings; Wille served during FY2023 until his Nov 2023 resignation and was not listed as an exception .
• Years of service on this board: 2015–2020; 2020–2023; re-appointed Nov 2025 .
• Executive sessions: Non-management directors hold executive sessions at each regular meeting per Corporate Governance Guidelines .

Fixed Compensation (Director)

Albertsons’ standard non-management director pay (FY2024, unchanged vs prior year): $125,000 annual cash retainer; additional committee retainers ($25k member/$50k chair for Audit; $20k member/$40k chair for Compensation, Governance, Finance, Technology); no meeting fees. Annual equity grant: time-based RSUs (“TBRSUs”) valued at $145,000, granted first business day of fiscal year, vest on last day of fiscal year; dividend equivalent rights (DERs) accrue and vest with TBRSUs .

Wille’s disclosed director compensation while serving previously:

Performance Compensation

• Director equity is time-based RSUs (TBRSUs) — no performance metrics apply to non-management director awards; vesting aligns with fiscal-year end; DERs accrue with TBRSUs .

Other Directorships & Interlocks

• Current/prior public boards: NexTier Oilfield Solutions (since 2011); Tower International (2010–2021) .
• Interlocks/potential conflicts: Cerberus is ACI’s largest stockholder with nomination rights; ACI paid ~$4.0 million in FY2024 to Cerberus Technology Solutions for IT advisory/implementation services; additional consulting fees to Cerberus Operations & Advisory were “immaterial” (Audit Committee oversees approval under the Related Persons Transaction Policy) . The Nov 12, 2025 8‑K states Wille may be deemed to have an indirect interest in related-party transactions described in the 2025 proxy .

Expertise & Qualifications

• Private equity and investment committee leadership; consumer/retail specialization (Head of Consumer & Retail PE at Cerberus) .
• Leveraged finance background (Deutsche Bank) .
• Prior ACI board tenure spanning pre- and post-IPO phases, providing institutional knowledge .
• Education: Dartmouth College (per 8‑K) .

Equity Ownership

• Pledging/hedging: Company insider trading policy prohibits speculative transactions (short sales, options/derivatives) and requires pre-clearance for any pledges/hedges; directors are subject to share retention guidelines (retain at least 50% of shares received via equity awards while serving) .
• As of June 20, 2025, all directors were in compliance with retention guidelines (Wille was not on the board at that record date) .

Governance Assessment

• Strengths:

  • Deep capital markets and M&A expertise aligned with Finance/Governance committee work he previously held, and with ACI’s large-stockholder dynamics .
  • Prior service provides continuity during ongoing strategic and productivity initiatives .

• Risks/RED FLAGS (conflicts, independence optics):

  • Cerberus-related party exposure: ACI paid ~$4.0M to a Cerberus affiliate in FY2024; Audit Committee must continue robust oversight of related-party engagements to protect minority shareholders .
  • Largest shareholder nomination rights (up to four directors) can influence board composition; vigilant independence assessments and strong independent committee leadership are key .
  • Upon re-appointment (Nov 12, 2025), Wille had no committee assignment yet; investors should watch where he is seated (e.g., avoid Audit/Compensation to limit perceived conflicts) .

• Attendance/engagement signal: Company disclosed ≥75% attendance for all directors except one (not Wille) in FY2023, supporting baseline engagement during his prior term .

• Director pay alignment: Cash/equity mix for directors is conventional; his 2023 equity grant forfeiture on resignation indicates appropriate service-vesting discipline. Retention guideline further aligns interests .

Related Party Transactions (focus)

• Cerberus affiliates: ~$4.0M in FY2024 to Cerberus Technology Solutions for IT advisory/implementation; other Cerberus consulting fees were immaterial; related-party transactions require Audit Committee pre-approval per policy .
• 8‑K notes Wille may be deemed to have an indirect interest in such related-party transactions by virtue of his Cerberus role; no additional Item 404(a) transaction was reported on his appointment .

Director Compensation Details (Program Reference)

Insider Trades and Filings (select signals)

• Form 4 (2022): RSU award reported for Wille (historical director equity grant) .
• Director compensation disclosure confirms his 2023 TBRSU forfeiture upon resignation (Nov 2023) .

Say-on-Pay & Shareholder Feedback (context)

• While Say‑on‑Pay pertains to executives, support levels inform governance sentiment: ACI received 90.3% approval at the 2024 annual meeting .

Summary Implications for Investors

• Wille’s return as a Cerberus-designee reinforces sponsor influence; investors should monitor committee placements, related-party approvals, and the balance of independent oversight (especially Audit/Comp/Governance chaired by independents) .
• Compensation/ownership alignment for directors remains standard; his prior equity forfeiture on departure and share retention policy mitigate entrenchment risk .
• No attendance red flags were disclosed during his prior term; continued disclosure will be key after his Nov 2025 re-appointment .