And was paid a performance bonus of R6.5m for last year.
Remuneration, incentives and bonus aside, Roy Bagattini ‘did not receive any exit payment or other form of gratuity’. Image: Supplied
Despite retiring as CEO of Woolworths Holdings on 31 May 2026, Roy Bagattini retains long-term incentives across its restricted share plan (RSP) and performance share (PS) schemes, with a fair value totalling R88.5 million at 28 June 2026, the end of the group’s financial year.
Itumeleng Kgaboesele, chair of the retailer’s remuneration and talent management committee (Remco), says in its report that in accordance with the scheme rules “Roy will remain a retiree-participant in respect of the annual awards made in September 2024 and September 2025, subject to the achievement of the applicable group performance measures”.
He was awarded “R10 million restricted (RSP) shares in both September 2024 and September 2025, subject to ensuring an appropriate successor to his role and a smooth leadership transition that maintains continuity”.
“The Committee agreed that he had achieved the succession and leadership transition plans and therefore vesting of these awards occurred in September 2026,” says Kgaboesele.
These form part of the R88.5 million in outstanding awards.
Kgaboesele stresses that Bagattini is “not entitled to participate in the FY2027 corporate STI and LTI schemes” and that he “did not receive any exit payment or other form of gratuity”.
Pay in his final year
Bagattini received total remuneration of R41.241 million for his 11-month tenure in the 2026 financial year. His guaranteed pay totalled just over R21 million, while his September 2023 LTI award vested at 47% against the group’s agreed performance conditions.
He received the corresponding vesting amount of R8.8 million. Additionally, the value of dividends on unvested shares held totalled R4.7 million.
He was also paid a performance bonus of R6.5 million last year. Kgaboesele says this “is based on Roy’s achievement of certain non-financial components as set out in his performance contract, which is consistent with the STI rules”.
Under those rules, the former CEO was entitled to a payment of that incentive across the full 12 months, despite leaving after 11 months.
Ngumeni’s package
New group CEO Sam Ngumeni (who headed its South African food business until 31 May 2026) was paid a performance bonus of R7.1 million in FY26, while the group financial director got a R1.7 million performance bonus.
One change from FY27 is that Ngumeni will be paid entirely in rands, unlike Bagattini, who was “partly paid in South African rands and partly paid in Australian dollars, given the time and focus on the two geographies”.
This drew criticism from shareholders, who said this was inappropriate given the sale of David Jones.
Ngumeni received total remuneration of R23 million for the year, with total guaranteed pay of R11.7 million.
His guaranteed pay for FY27 of R17 million is “lower than the previous group CEO”.
The committee adjusted this lower as shareholder feedback during the year had been that Bagattini’s guaranteed pay “is considered high relative to peers”.
Targets for the new CEO
As reported following his appointment, Ngumeni was also awarded an “outperformance share award” of just under one million Woolworths shares, subject to “robust and stretching performance targets”, with “a focus on long-term value creation and alignment with shareholder interests”.
There is a five-year vesting period, and Kgaboesele says “vesting is contingent on the delivery of sustained, exceptional performance across share price, profitability, and capital efficiency measures”.
Share price growth accounts for half of the performance measures, with growth in adjusted diluted headline earnings per share (adHeps) comprising 30% and return on capital employed (ROCE) the remaining 20%.
The threshold level (50%) requires a share price of R80 by June 2031, adHeps growth of 10% per annum and ROCE of the weighted average cost of capital (WACC) plus 5%.
The target (100% vesting) needs the share price to be at R100, adHeps growth of 15% a year and ROCE to be greater than WACC plus 8%.
For context, the group delivered Heps growth (on an adjusted diluted basis) of 3.7% in FY26, while its ROCE of 17% was 7.8 percentage points higher than its WACC of 11.2%.
At the time of the award, Woolworths shares were trading at just above R51. At close of business on Wednesday, they were at R37.13.
This article was republished from Moneyweb. Read the original here.
