Business Context and Reporting Period
This Form 8-K is a current report filed by Graco Inc. on February 27, 2026, regarding a significant change in executive leadership. The filing details the appointment of a new Chief Financial Officer (CFO) and the retirement of the incumbent.
Key Financial Metrics
The filing does not contain operational financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The financial information provided is limited to the compensation package for the newly appointed executive.
- Annual Base Salary: $575,000
- Annual Incentive Bonus Target: 75% of base salary ($431,250)
- One-Time Cash Bonus: $65,000 (subject to clawback provisions)
- Sign-On Stock Options: Grant date fair value of $1,175,000
- Equity Award (RSUs and Options): Grant date fair value of $1,400,000
Material Changes
The primary material change reported is the transition of the CFO role:
- Departure: David M. Lowe, CFO and Treasurer since June 2021, notified the company of his intention to retire on February 27, 2026. He will remain in a non-executive capacity through May 2026 to assist with the transition.
- Appointment: Sanjiv Gupta has been appointed as the new CFO and Treasurer, effective April 15, 2026. Mr. Gupta is currently the Vice President & CFO of GM International.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, outlook, or management commentary on business performance. It does not disclose new risks or contingencies beyond standard executive transition risks.
Compensation Terms and Vesting:
- RSUs: Vest 50% on the first and second anniversaries of the award date. Immediate vesting occurs upon death, disability, termination without cause, or a change in control.
- Stock Options: Ten-year term. Vesting schedule is approximately 30% on the first and second anniversaries, and 20% on the third and fourth anniversaries.
- Clawback: The one-time cash bonus must be repaid if Mr. Gupta voluntarily resigns or is terminated for cause within one year of his start date.
Investor Verification Checklist
- Verify the effective date of the CFO transition (April 15, 2026) and the interim coverage plan.
- Review the total grant date fair value of equity awards ($2,575,000) relative to the company's historical executive compensation.
- Confirm the vesting schedules and change-in-control provisions for the new equity grants.
- Monitor the transition period through May 2026 to ensure continuity in financial reporting and operations.