Business

R100 million bonus on the cards for new Woolworths CEO

Luke Fraser

 ·26 Mar 2026

Woolworths has bought close to 1 million shares as part of a special, once-off outperformance share award for its incoming CEO, Sam Ngumeni, which could be worth roughly R100 million if he hits his targets.

Ngumeni will take over as Group CEO of the company with effect from 1 June 2026, being promoted from his current role as Woolworths Food CEO.

Ngumeni has held several roles within the group, including Group COO, Group Director of People and Transformation, and CEO of Woolworths Financial Services.

In line with the group’s focus on long-term value creation and alignment with shareholder interests, the board has also set robust outperformance measures, including a special once-off outperformance share award (OSA).

The award consists of 995,715 Woolworths Holding Limited shares acquired on the open market by the Woolworths Holdings Share Trust.

To support its longer-term value-creation targets, the board structured the OSA so that it would be tested in full at the end of a five-year vesting period.

The shares will be held in escrow for the duration of the vesting period. Over the period, all dividends will be reinvested to acquire additional shares, which will be subject to the same performance targets.

Any unvested shares and dividends will be forfeited, with linear vesting applying between the threshold and targeted vesting.

Vesting shares sees employees earn ownership of company stock over time by meeting specific performance goals.

The targets set out by the group include share price growth, adjusted headline earnings per share growth, and return on capital employed over the next five years.

“The board has full confidence in Mr Ngumeni’s ability to execute effectively against the group’s strategic priorities and to deliver on key strategic and operational initiatives across the company,” it said.

As Ngumeni is already an executive director, he holds shares in excess of his existing minimum shareholding requirement (MSR), which is 150% of his total guaranteed remuneration.

This MSR increases to 200% of his total guaranteed remuneration on 1 June 2026, but Ngumeni already holds shares in excess of that amount.

Over 23 and 24 March, the group acquired close to 1 million shares for the OSA, amounting to just under R51 million. The group’s shares currently trade around R50.

However, if Ngumeni were able to achieve all of his targets by 2031, such as the share price reaching R100, the value of the award could reach just shy of R100 million, excluding the reinvested dividends.