Business

The man who received a special R51 million award from Woolworths

Malcolm Libera

 ·30 Sep 2026

During the 2026 financial year, Sam Ngumeni succeeded Roy Bagattini as Woolworths Group CEO and received a special once-off outperformance Share Award valued at R51 million.

The special award was disclosed in Woolworths Holdings’ 2026 Integrated Annual Report and is structured to tie a large portion of Ngumeni’s potential remuneration to the company’s performance over the next five years.

The report noted that Ngumeni took over as Group CEO on 1 June 2026, following a succession process that involved both internal and external candidates.

He has been with Woolworths for almost 30 years and has served as an executive director since 2014. Before becoming group CEO, he was chief executive of the Woolworths Food business.

His appointment followed Bagattini’s decision to retire. Bagattini stepped down as CEO and executive director on 31 May 2026 and is due to retire from the group at the end of September, after more than six years with Woolworths.

During his tenure, the group sold David Jones, reduced its debt, increased investment in its South African businesses and began returning capital to shareholders through share buybacks.

The board said Ngumeni’s experience made him suited to take Woolworths into its next phase.

“Sam’s deep operational expertise, proven leadership, strategic capability, and strong alignment with the Group’s values position him well to lead the Group in its next phase of strategic execution,” the report said.

“The Board has full confidence in his ability to deliver sustainable growth and enhanced shareholder value.”

The R51 million award comprises 995,715 Woolworths restricted shares granted when Ngumeni assumed the CEO role. However, the amount should not be viewed as an immediate R51 million cash payment.

The shares are held in escrow and will vest over five years, through June 2031. They are subject to performance conditions, with the eventual value dependent on Woolworths achieving specified targets.

Woolworths Food is booming

Dividends earned on the shares during the period are also reinvested into Woolworths shares and remain subject to the performance conditions.

Half of the award is linked to Woolworths’ share price. Threshold vesting requires a share price of R80, while the target for full vesting is R100 by June 2031.

A further 30% is linked to adjusted diluted headline earnings-per-share growth. The threshold is an annual growth of 10%, while the target is 15%.

The remaining 20% is linked to return on capital employed. The threshold requires ROCE of the weighted average cost of capital plus five percentage points, while the target is WACC plus eight percentage points.

The structure means that Ngumeni will not automatically receive the full value of the award. Shares can be forfeited if the required performance conditions are not achieved.

Woolworths said the award was designed to align executive remuneration with long-term shareholder returns and “stretch” performance objectives.

Ngumeni’s guaranteed pay is set at R17 million, with the company placing significant emphasis on the long-term share incentive rather than fixed remuneration.

In taking over the group, Ngumeni has also begun changing its operating structure.

Woolworths announced an organisational reset in June aimed at simplifying operations, removing duplication and placing greater accountability closer to where value is created.

“The new organisational design brings accountability closer to where value is created and equips the Group with the right people in the right roles,” Ngumeni said.

The changes come as Woolworths seeks to improve returns across its businesses. In its 2026 results, group turnover and concession sales increased 4.3% to R84.5 billion.

Adjusted EBIT rose 2.8% to R5.3 billion. Adjusted diluted HEPS increased 3.7% to 314.7 cents.

Woolworths Food remained the strongest contributor, while Fashion, Beauty and Home faced weaker momentum in the second half.

Country Road Group returned to full-year profitability, while Woolworths Financial Services increased its book by 5.6%.

The group also reported a cash conversion of 104.5%, an ROCE of 17%, and total dividends of 199 cents per share, up 5.9%. Ngumeni said his focus would be on execution and accountability.

“My commitment is to lead our Group with clarity, courage, and care, while holding ourselves accountable not only for our intent but also for our progress—the clarity of our choices, the quality of our execution, and the returns we generate,” he said.

The table below outlines Woolworths Holdings Limited’s primary financial performance metrics^[1]: