Sharon Allen
Albertsons CompaniesAbout Sharon Allen
Independent director at Albertsons Companies (ACI) since 2015; age 73 as of the 2025 proxy. Former U.S. Chairman of Deloitte LLP (2003–2011), CPA (Retired), with extensive audit, risk, and global governance experience; currently serves as Chair of ACI’s Governance Committee and is a member of the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | U.S. Chairman | 2003–2011 | Led governance; member of Global Board; Chair, Global Risk Committee; U.S. Rep., Global Governance Committee; extensive audit/consulting leadership |
| Deloitte LLP | Partner; Regional Managing Partner | Various (nearly 40 years) | Oversaw audit and consulting for Fortune 500 and large private companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bank of America Corporation | Director | Since 2012 | Current public company board service |
| First Solar, Inc. | Director | 2013–2022 | Prior public company board service |
Board Governance
- Independence: Board affirms Allen is independent under NYSE and SEC rules; she also qualifies as an “audit committee financial expert” along with other Audit Committee members .
- Committee roles: Chair, Governance Committee; Member, Audit Committee .
- Attendance: In fiscal 2024, all directors except one attended at least 75% of Board and committee meetings, indicating Allen met the company’s attendance expectation; Board met 10 times and acted 5 times by written consent .
- Committee meeting cadence:
- Audit Committee: 8 meetings, 1 written consent in fiscal 2023 (Allen member) .
- Governance Committee: 4 meetings, 2 written consents in fiscal 2023; 3 meetings in fiscal 2024 (Allen chair) .
- Audit oversight: Allen signed Audit Committee reports affirming review of financials and auditor independence (Deloitte & Touche); fees disclosed and pre-approved by the committee .
| Committee | Role | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|---|
| Governance | Chair | 4; 2 written consents | 3 |
| Audit | Member | 8; 1 written consent | Not specified in 2025 proxy |
Fixed Compensation
- Program design: No meeting fees; quarterly-paid annual retainers; cash retainers for Board and committees; independent consultant FW Cook advises on peer alignment .
- Cash retainer schedule: Board member $125,000; Governance Chair $40,000; Audit member $25,000 (consistent with Allen’s roles); Board Chair fee $200,000 (not applicable to Allen) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board Cash Retainer ($) | 125,000 | 125,000 | 125,000 |
| Governance Chair ($) | 40,000 | 40,000 | 40,000 |
| Audit Committee Member ($) | 25,000 | 25,000 | 25,000 |
| Total Cash Fees Paid to Allen ($) | 188,750 | 190,000 | 190,000 |
Performance Compensation
- Structure: Annual time-based RSUs (TBRSUs) valued at $145,000; granted on first business day of fiscal year, vest on last day of fiscal year; eligible for dividend equivalent rights (DERs) that accrue and vest on the same schedule; directors must retain at least 50% of shares from equity awards; all directors were in compliance as of both 2024 and 2025 proxies .
- Note: Non-management director equity awards are time-based; no performance metrics (TSR, EBITDA, etc.) are used for director grants .
| Equity Feature | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual TBRSU Grant Value ($) | 145,000 policy; Allen grant FV $144,992 | 145,000 policy; Allen grant FV $144,999 | 145,000 policy; Allen grant FV $144,994 |
| Grant Date | First business day of fiscal year | First business day of fiscal year | First business day of fiscal year |
| Vest Date | Last day of fiscal year | Last day of fiscal year | Last day of fiscal year |
| DER Eligibility | Yes; accrues/vests with RSUs | Yes | Yes |
| Director Share Retention Guideline | Retain ≥50% of shares from awards | All directors compliant as of 6/21/2024 | All directors compliant as of 6/20/2025 |
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles (if disclosed) | Potential Interlock/Conflict |
|---|---|---|---|---|
| Bank of America | Financials | Director (since 2012) | Not disclosed | None disclosed |
| First Solar | Industrials/Renewables | Director (2013–2022) | Not disclosed | None disclosed |
Expertise & Qualifications
- Audit and financial expertise; designated “audit committee financial expert” (SEC Item 407) .
- Deep governance, risk oversight, and strategic planning credentials from Deloitte global roles .
- Public company leadership across multiple boards .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Feb. 24, 2024 | 176,628 | <1% | Includes 2,000 shares held by the Richard and Sharon Allen Trust; Allen deemed to have voting/dispositive power |
| 2025 Record Date | 183,522 | <1% (of 563,990,471 shares outstanding) | Includes 2,000 shares held by the Allen Trust; trustee control |
- Insider trading policy prohibits speculative transactions (short sales, options, derivatives); any pledge or hedge must be pre-cleared by the Company—applies to officers and directors .
Governance Assessment
- Board effectiveness: Allen’s chair role on Governance, Audit membership, and audit committee financial expert designation signal strong oversight of governance, compliance, and financial reporting—positive for investor confidence .
- Independence and engagement: Affirmed independent under NYSE/SEC; committee work and attendance expectations met; governance committee actively oversees ESG and board composition (including diversity and skills matrices) .
- Compensation alignment: Director pay mix is balanced (cash retainer + TBRSUs), no meeting fees, and robust share retention policy; program reviewed by independent consultant FW Cook; compensation remained stable FY22–FY24—no inflationary shift or guaranteed elements .
- Ownership alignment: Beneficial ownership increased modestly from 176,628 to 183,522 shares; retention guidelines and anti-hedging/pledging restrictions support alignment .
- Potential conflicts and oversight:
- RED FLAG (perception): Prior Deloitte tenure while ACI engages Deloitte & Touche as auditor. Mitigants: retirement in 2011, Board’s independence determination, and Audit Committee’s formal review and affirmation of auditor independence; Allen co-signs Audit Committee reports .
- Cerberus influence: Stockholders’ Agreement provides designee rights to Cerberus; Governance Committee oversees independence and board composition, helping balance sponsor influence .
- Additional safeguards: Clawback policies for management, stock ownership guidelines for directors/executives, and annual compensation risk assessments (no material risk identified) .
Overall, Sharon Allen’s profile—governance leadership, audit expertise, independence, and consistent attendance/compensation structure—supports board credibility and investor confidence. The only notable perception risk is the legacy Deloitte affiliation, which is mitigated by robust independence controls and Audit Committee processes .