Susan Morris
Albertsons CompaniesAbout Susan Morris
Susan Morris, age 56, became Chief Executive Officer and a Director of Albertsons Companies on May 1, 2025; she previously served as Executive Vice President and Chief Operations Officer from 2018–2025, overseeing more than 2,200 stores across 35 states (Board independence status: Not independent) . In fiscal 2024, company incentive outcomes included Adjusted EBITDA of $4,005M vs. a $4,300M target (48.55% payout), identical sales (ID Sales) of 2.0% vs. 1.9% target (100% payout), and a Senior Leader Scorecard payout of 68.13%, yielding a 71.09% total annual bonus payout for senior leadership . The compensation program emphasizes performance-based pay with quantitative targets and robust governance (clawbacks, double-trigger CIC, no tax gross-ups), and received 90.3% support in 2024 Say-on-Pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Albertsons Companies | CEO and Director | 2025–present | CEO succession executed in May 2025; board service began concurrently . |
| Albertsons Companies | EVP & Chief Operations Officer | 2018–2025 | Led nationwide retail operations across >2,200 stores in 35 states . |
| Albertsons Companies | EVP, Regional Operations; Division President; other leadership roles | Not disclosed | Progressive operations and merchandising leadership across divisions/regions . |
| Albertsons | VP, Operations | Not disclosed | Operations leadership at the divisional level . |
| Supervalu | SVP, Sales & Merchandising | Not disclosed | Senior commercial leadership . |
| Supervalu | VP, Customer Satisfaction | Not disclosed | Customer experience and service leadership . |
External Roles
| Organization | Role | Years | Committee Roles | Notes |
|---|---|---|---|---|
| IDACORP, Inc. | Director | May 2023–present | Not disclosed | Holding company of Idaho Power; regulated electric utility . |
Board Governance
- ACI Board: Director since 2025; not independent (management director) .
- Board structure/independence: 73% of nominees are independent; average tenure 4.9 years; separate CEO and Chair; independent standing committees .
- Committees: No committee assignments are shown for Ms. Morris; committee memberships are listed for other directors in the proxy .
- Dual-role implications: While she is both CEO and a director, the “separate CEO and Chair” structure and majority-independent board mitigate typical concentration-of-power concerns .
Fixed Compensation
| Item | Fiscal 2024 | Fiscal 2025 terms (effective May 1, 2025) |
|---|---|---|
| Base Salary | $1,000,000 | $1,400,000 |
| Target Annual Bonus (% of Salary) | 125% | 185% |
| Aircraft Perquisite | None specified for 2024 beyond standard programs | Up to 100 hours/year for CEO/family/guests (taxes at lowest permissible rate borne by executive) |
Performance Compensation
Annual Cash Incentive – Fiscal 2024 Design and Outcomes
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | $4,300M | $4,005M | 48.55% |
| Identical (ID) Sales | 40% | 1.9% | 2.0% | 100.00% |
| Senior Leader Scorecard | 10% | Not disclosed | Not disclosed | 68.13% |
| Total Annual Bonus Payout – SLT | 71.09% |
- 2024 actual cash bonus paid to Morris: $866,826; comprised of $422,526 aggregate quarterly bonus and $444,300 annual bonus portion .
- Quarterly bonus calibration (company-wide framework): weightings by quarter reflect performance vs. quarterly Adjusted EBITDA and ID Sales targets; 2024 quarterly payout modifiers: 90.3%, 66.4%, 72.0%, 34.0% .
Long-Term Incentives (RSUs and PBRSUs)
- Structure:
- PBRSUs: Metrics are Adjusted EPS and ROIC; earned annually vs. pre-set goals; 200% cap; vest after 3 years subject to continued service .
- TBRSUs: Time-based; vest one-third annually; align with retention and share price appreciation .
| Grant | Type | Target (#) | Earned for FY2024 (#) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 4/24/2024 | PBRSU | 109,671 | 30,463 (83.33% of the FY2024 tranche) | 3-year vest, post annual certification | $2,200,000 |
| 4/24/2024 | TBRSU | 109,671 | N/A (time-based) | One-third annually | $2,200,000 |
| Prior Grants (FY2022 tranche) | PBRSU (tranche) | 22,871 (target) | 19,058 (83.33%) | 3-year vesting schedule | Not applicable |
| Prior Grants (FY2023 tranche) | PBRSU (tranche) | 38,194 (target) | 31,827 (83.33%) | 3-year vesting schedule | Not applicable |
- Retention Program (Kroger merger-related, now terminated): Allocation to Morris $4,000,000 (established Mar 1, 2023); cash retention bonus paid in fiscal 2024 totaled $2,000,000 .
Three-Year Summary Compensation (Realized and Targeted Components)
| Fiscal Year (ended) | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 (Feb 25, 2023) | 1,000,000 | 172,637 (tax bonus) | 4,000,021 | 1,868,454 | 105,756 | 7,146,868 |
| 2023 (Feb 24, 2024) | 1,000,000 | — | 4,399,987 | 977,214 | 92,059 | 6,469,260 |
| 2024 (Feb 22, 2025) | 1,000,000 | 2,000,000 (retention) | 4,400,001 | 866,826 | 11,250 | 8,278,076 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 885,589 shares; represents less than 1% of outstanding shares (563,990,471) as of the record date . |
| Unvested RSUs (FY-end) | 228,721 units; market value $4,700,217 at $20.55/share as of 2/22/2025 . |
| Unearned PBRSUs (FY-end) | 208,930 target units; market/payout value $4,293,512 at $20.55/share as of 2/22/2025 . |
| Scheduled TBRSU Vests | 77,554 vest on 2/28/2026; 37,493 vest on 2/27/2027 (service-based) . |
| Earned PBRSUs from Prior Awards | 71,604 (FY2022 award, earned tranches) and 42,070 (FY2023 award, earned tranches) remain unvested pending time-based vesting . |
| Options | No outstanding stock options reported under equity plans as of 2/22/2025 . |
| Ownership Guidelines | Executives must achieve target ownership within 5 years of 6/30/2020 or appointment; until compliant, must hold 50% of net shares from RSU/PSU vesting; unearned performance RSUs do not count . |
| Hedging/Pledging | Hedging and speculative transactions prohibited; any pledge/hedge of company stock requires pre-clearance . |
| Section 16 Compliance | All insiders were compliant in FY2024 except administrative errors leading to late filings for certain officers; Morris had a Form 4 related to tax withholding upon vesting . |
Vesting/Trading Pressure Signals
- Notable vest dates and sizes (TBRSUs on 2/28/2026 and 2/27/2027) suggest potential sell pressure near those windows, subject to blackout policies and personal planning .
- RSU-heavy equity (no options) implies lower leverage but more consistent realized value, often correlating with steady selling for tax and diversification at vesting .
Employment Terms
- Form Employment Agreement (as amended for CEO role in April 2025, effective May 1, 2025):
- Base salary $1,400,000; target bonus 185% of salary; annual equity award valued at $11,010,000 (subject to committee discretion) .
- Perquisite: Use of corporate aircraft up to 100 hours/year for self/family/guests (executive pays income taxes at lowest permissible rate) .
- Term: Continues until termination (no fixed end date) .
- Good Reason triggers include material reduction in salary/target bonus, relocation >30 miles, or material diminution in authority/responsibilities; bonus pro-rata eligibility on Good Reason/no-cause termination .
- Covenants: Confidentiality, non-competition, non-solicitation, non-disparagement; standard indemnification .
- Clawbacks: Company maintains both fault and no-fault recoupment policies .
- Trading restrictions: No short sales/options; pledges/hedges require pre-clearance .
- Design philosophy: Double-trigger change-in-control protections; no tax gross-ups; independent compensation consultant retained .
Change-in-Control and Other Termination Economics (as of 2/22/2025)
| Scenario | Base + Paid Bonus | Unpaid Bonus | Health Coverage | Equity | Total |
|---|---|---|---|---|---|
| Termination without Cause / for Good Reason within 24 months post-CIC | $4,500,000 | $493,338 | $27,013 | $8,941,210 | $13,961,561 |
| Death/Disability post-CIC | — | $493,338 | — | $8,941,210 | $9,434,548 |
Notes: CIC benefits are double-trigger (requires qualifying termination following a CIC); unpaid bonus includes annual and Q4 quarterly bonus components for FY2024 .
Compensation Committee Analysis
- Members: Kim Fennebresque (Chair), Brian Kevin Turner, Mary Elizabeth West .
- Say-on-Pay support: 90.3% approval in 2024, indicating broad shareholder support .
- Risk assessment: Committee concluded the program does not create risks reasonably likely to have a material adverse effect; mitigation practices include balanced pay mix, capped payouts, objective metrics, ownership guidelines, and clawbacks .
- Practices: Double-trigger CIC; no tax gross-ups; independent compensation consultant; prohibition of speculative trading; robust ownership guidelines .
Director Compensation (as Director)
- As a management director, Morris’s compensation is disclosed within NEO tables rather than non-employee director retainer/equity schedules; the proxy’s non-employee director compensation framework does not typically apply to executives .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: 90.3% voted “FOR,” indicating alignment of executive pay with shareholder expectations .
- Program emphasizes quantitative targets (Adjusted EBITDA, ID Sales, PBRSU metrics of Adjusted EPS and ROIC) and robust governance features .
Investment Implications
- Pay-for-performance alignment: CEO package shifts materially higher (base to $1.4M; target bonus 185%; $11.01M target equity) while maintaining high at-risk components anchored to Adjusted EPS/ROIC and company-level EBITDA/ID Sales; this supports accountability but heightens sensitivity to EPS/ROIC delivery and comp committee target calibration .
- Near-term liquidity dynamics: Meaningful TBRSU vesting dates (2/28/2026; 2/27/2027) and ongoing annual PBRSU certifications could create periodic selling pressure at vest, though ownership guidelines require 50% net share retention until compliance, tempering net sales .
- CIC/M&A optionality: Double-trigger CIC economics are sizable (approx. $14.0M total potential), suggesting balanced protection without single-trigger accelerations; monitor strategic developments for potential executive retention dynamics and equity acceleration value realization .
- Governance quality signal: Strong 2024 Say-on-Pay support (90.3%), independent standing committees, separate Chair/CEO roles, and clawback/ownership/anti-hedging policies are favorable indicators for compensation discipline and alignment .
- Retention risk: The terminated Kroger transaction prompted a multi-year retention program; Morris received $2.0M cash retention in FY2024 from a $4.0M allocation. Continued focus on succession depth and retention levers remains warranted as strategic and regulatory environments evolve .