GRACO INC 8-K

What Happened

• Graco Inc. announced on March 2, 2026 that Sanjiv Gupta (age 52) has been appointed Chief Financial Officer and Treasurer, effective April 15, 2026. He succeeds David M. Lowe, who gave notice on February 27, 2026 of his intention to retire; Mr. Lowe will remain in a non‑executive role through May 2026 to assist with the transition.
• Mr. Gupta joins from General Motors, where he has held senior finance and operational roles since 2003, most recently serving as Vice President & CFO, GM International.

Key Details

• Annual base salary: $575,000; annual incentive bonus target: 75% of base salary (not prorated for fiscal 2026).
• One‑time cash bonus: $65,000 payable after 60 days, repayable if Mr. Gupta resigns voluntarily or is terminated for cause within one year.
• Equity and sign‑on awards: a stock‑option sign‑on (grant date fair value $1,175,000) plus an equity award totaling $1,400,000 to replace forfeited GM awards (comprised of $1,120,000 in RSUs and $280,000 in options). RSUs vest 50% on each of the first and second anniversaries; options have a 10‑year term and vest ~30% on each of the first and second anniversaries and ~20% on each of the third and fourth anniversaries. Exercise price = closing share price on the day before grant.
• Vesting/forfeiture protections: unvested RSUs generally forfeit on termination, except they vest immediately upon death, disability, termination without cause, or a change in control. Mr. Gupta is eligible for relocation assistance and other executive benefits and will be offered the Company’s Key Employee Agreement.

Why It Matters

• This is a leadership change at Graco’s finance function with a clear transition plan (effective April 15, 2026 and overlap through May 2026). Investors should note the approved compensation package, which includes meaningful sign‑on equity and cash elements that may affect future equity dilution and compensation expense disclosures.
• The filing documents continuity of financial leadership and the compensation terms the Board’s Management Organization and Compensation Committee approved, which are material for understanding executive costs and incentives going forward.