Thomas Moriarty

About Thomas Moriarty

Thomas Moriarty, age 62, is Executive Vice President, M&A and Corporate Affairs at Albertsons Companies (ACI). He has led M&A, Business Development, Government Relations, Corporate Communications, Sustainability and Legal since March 2025, after serving as EVP, General Counsel & Chief Policy Officer since joining ACI in June 2023 . Prior to ACI, he spent over a decade at CVS Health as EVP, General Counsel (since Oct 2012) and Chief Policy & External Affairs Officer (since Mar 2017), and previously spent 12 years at Medco Health Solutions in strategy, legal, supply chain and M&A roles . ACI’s TSR has outperformed the S&P 500 Retail Composite since its 2020 listing, while recent operating performance shows net income of $958.6M and Adjusted EBITDA of $4.0047B in FY2024 (down from FY2022–2023), key context for pay-for-performance alignment .

ACI performance context:

Past Roles

External Roles

• None disclosed in ACI filings reviewed for public company board seats or committee roles .

Fixed Compensation

Notes: 2024 retention program pays $2.7M in two equal installments: first paid on merger termination (Dec 2024) and second payable Oct 13, 2025, subject to continued employment .

Performance Compensation

Annual cash bonus design (FY2024):

Quarterly bonus outcomes (FY2024):

Long-term incentives (RSUs):

• Annual grant cadence: two days after Q4 earnings; 2024 granted on Apr 24, 2024; mix 50% PBRSUs and 50% TBRSUs; no stock options since IPO .
• PBRSUs: Earn annually based on Adjusted EPS accrual percentage with ROIC modifier; accrual capped at 160% EPS/125% ROIC; earned units vest after 3 fiscal years, subject to service .
• FY2024 PBRSU earnout: 83.33% of target; Moriarty earned 24,232 units for FY2024 tranche (target for FY2024 tranche 29,080) .
• Prior grant earnouts certified in Apr 2025: Fiscal 2023 grant (2nd tranche) earned 22,186 units for Moriarty at 83.33% of target .

PBRSU grant details (selected):

Equity Ownership & Alignment

Employment Terms

• Role and tenure: Joined ACI June 2023; EVP, GC & Chief Policy Officer (2023–Mar 2025); EVP, M&A and Corporate Affairs since Mar 2025 .
• Form Employment Agreement (senior executives): “Good Reason” includes material pay cut (outside uniform executive-wide action), relocation >30 miles, or material diminution of duties; severance triggers include termination without cause or for Good Reason; includes confidentiality, non‑compete, non‑solicit covenants (durations not disclosed) .
• Severance economics (Moriarty):
  • Without cause / For Good Reason: Lump sum 200% of base + target bonus; pro‑rated annual bonus for year of termination; 18 months health continuation; equity generally not accelerated (except as per award/individual terms) .
  • Death/Disability: Pro‑rated annual bonus + any earned but unpaid bonus; 100% acceleration of PBRSUs at target for open fiscal years and 100% of TBRSUs (per award terms) .
  • Change in Control (within 24 months, double‑trigger): Similar severance plus full acceleration of equity (100% of TBRSUs; PBRSUs at target for open fiscal years) .

Potential payments (as of Feb 22, 2025):

Other provisions:

• Clawbacks: Fault/egr­egious‑conduct recoupment policy (2020) and no‑fault restatement clawback for Section 16 officers (Oct 2023) .
• Retention Award: Total $2.7M retention allocated to Moriarty (merger‑related program) — $1.35M paid on merger termination (Dec 2024) and $1.35M payable on Oct 13, 2025, contingent on continued employment; designed to mitigate attrition risk given prolonged merger uncertainty .
• Perquisites/Deferred Comp: No “All Other Compensation” amounts disclosed for Moriarty in FY2024; no deferred comp contributions/balance for him in FY2024 .

Compensation Structure vs Performance

• Pay mix emphasizes at-risk compensation: Target annual bonus 100% of base; long‑term equity split 50% PBRSU (EPS/ROIC) and 50% TBRSU; no options .
• FY2024 outcomes: Corporate annual bonus paid at 71.09% for senior leadership team; Moriarty total cash bonus $624,115; PBRSU FY2024 accrual at 83.33% for Moriarty (24,232 units), consistent with under‑target EPS and ROIC outcomes; TBRSUs continue to vest time‑based .
• Best practices and governance: Double‑trigger CIC, robust clawbacks, stock ownership/retention, no tax gross‑ups, capped incentives, independent consultant (FW Cook) and large‑cap retail peer benchmarking (Best Buy, BJ’s, Costco, CVS, Dollar General, Dollar Tree, Home Depot, Kroger, Lowe’s, Starbucks, Sysco, Target, TJX, Walgreens, Walmart) .

Track Record, Value Creation, and Execution Risk

• Transaction/capital markets exposure: As EVP, M&A and Corporate Affairs, Moriarty has signed ACI capital markets and ASR filings (e.g., $700M 2031 and $800M 2034 senior notes issuance; $750M ASR) as the authorized officer .
• TSR context: ACI has delivered higher cumulative TSR than the S&P 500 Retail Composite since listing (June 26, 2020), though operating metrics have moderated (Adjusted EBITDA $4.677B → $4.005B from FY2022 to FY2024), implying continued focus on productivity and earnings quality will be critical to sustain investor support .
• Say‑on‑pay support remains strong (90.3% favorable at 2024 Annual Meeting), indicating investor acceptance of pay design and outcomes .

Compensation Peer Group and Say‑on‑Pay

• Peer group (FY2024) for benchmarking: Best Buy, BJ’s Wholesale, Costco, CVS, Dollar General, Dollar Tree, Home Depot, Kroger, Lowe’s, Starbucks, Sysco, Target, TJX, Walgreens, Walmart .
• Say‑on‑pay: 90.3% approval in 2024, and committee retained FW Cook as independent advisor; design ties incentives to EPS/ROIC and EBITDA/ID sales, with caps to discourage excess risk .

Risk Indicators & Red Flags

• Hedging/short sales prohibited; pledges require pre‑clearance; no pledge disclosures for Moriarty .
• No options (reduces risk of repricing/underwater pressure); no tax gross‑ups; robust dual clawbacks (fault and no‑fault restatement) .
• Related‑party transactions exist with Cerberus affiliates (Board designee/major shareholder), but not linked to Moriarty; oversight via Audit Committee policy .
• Retention award payouts (Dec 2024 and Oct 13, 2025) could influence near‑term cash flows/realizations and potential selling after vesting/payout windows subject to trading policies and pre‑clearance .

Investment Implications

• Alignment: High proportion of variable pay tied to EPS/ROIC and EBITDA/ID Sales, plus material unvested equity (≈118k earned but unvested units; ≈140k unearned target PBRSUs) aligns Moriarty’s incentives with earnings quality and capital returns over multi‑year horizons .
• Retention risk: Contractual severance (200% base+target) with double‑trigger CIC protection and a scheduled $1.35M retention payment on Oct 13, 2025 reduce near‑term flight risk during transformation and capital markets actions .
• Potential supply overhang: TBRSU vesting dates (Feb 2026/Feb 2027) and the Oct 2025 retention payout are identifiable liquidity points that may create incremental selling pressure, subject to blackout windows and pre‑clearance, useful for timing around event-driven trades .
• Execution focus: With Adjusted EBITDA trending lower FY2022→FY2024, PBRSU accrual at 83.33% underscores the bar to exceed targets; watch for EPS/ROIC improvements, capital allocation (ASR, debt refinancings), and M&A cadence as levers within Moriarty’s remit that could re‑accelerate pay outcomes and investor sentiment .