Graco names Sanjiv Gupta as new CFO and treasurer
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Rhea-AI Filing Summary
Graco Inc. is appointing Sanjiv Gupta as Chief Financial Officer and Treasurer, effective April 15, 2026, succeeding longtime executive David M. Lowe, who plans to retire after more than three decades with the company and will assist with the transition through May 2026.
Gupta joins from General Motors, where he held senior global finance and operating roles, and will receive an annual base salary of $575,000 with a bonus target of 75% of salary. His package includes a $65,000 cash bonus after 60 days, a sign‑on stock option award valued at $1,175,000, and make‑whole equity of $1,400,000 split between restricted stock units and stock options. The RSUs vest over two years, while the options vest over four years and carry a 10‑year term, with full vesting of RSUs upon death, disability, certain terminations, or a change in control.
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 2, 2026, Graco Inc. (the “Company”) announced that Sanjiv Gupta has been appointed as Chief Financial Officer and Treasurer of the Company, effective April 15, 2026. Mr. Gupta succeeds David M. Lowe, who gave notice on February 27, 2026 of his intention to retire as the Company’s Chief Financial Officer and Treasurer, the role in which he has served since June 2021. Mr. Lowe will remain with the Company in a non-executive capacity through May 2026 to assist with the transition.
Mr. Gupta, age 52, currently serves as Vice President & Chief Financial Officer, GM International, at General Motors. Since joining General Motors in 2003, Mr. Gupta has held finance and operational roles of increasing responsibility, including Executive Director, Corporate Financial Planning and Analysis, from 2019 to 2023, President and Managing Director, GM India, from 2017 to 2019, Chief Financial Officer, GM Holden, from 2018 to 2019, and Chief Financial Officer, GM India and GM South East Asia, from 2016 to 2018.
The Management Organization and Compensation Committee of the Company’s Board of Directors has approved compensation arrangements for Mr. Gupta as the Company’s Chief Financial Officer and Treasurer. Mr. Gupta will be paid an annual base salary of $575,000, with an annual incentive bonus plan target of 75% of his base salary, which will not be prorated for the period of his employment during fiscal year 2026. After sixty days of commencing employment with the Company, Mr. Gupta will also receive a one-time cash bonus of $65,000, which he will be required to repay if he voluntarily resigns from the Company, or is terminated for cause by the Company, within one year of his start date.
In addition, upon the effectiveness of his appointment as Chief Financial Officer and Treasurer, Mr. Gupta will receive (i) a sign-on award of stock options having a grant date fair value of $1,175,000 and (ii) an equity award having a grant date fair value of $1,400,000, with $1,120,000 of such award consisting of a grant of restricted stock units (“RSUs”) and $280,000 of such award consisting of a grant of stock options, to replace the value of equity awards Mr. Gupta will forfeit in connection with terminating his existing employment. These awards are in lieu of any other annual long-term incentive awards that might otherwise be made to Mr. Gupta for fiscal year 2026. The RSUs will vest 50% on each of the first and second anniversaries of the award date, and the stock options will have a term of ten years and vest, as follows: approximately 30% on each of the first and second anniversaries of the award date, and approximately 20% on each of the third and fourth anniversaries of the award date. The exercise price of the stock options will be the closing sales price of the Company’s common stock on the day immediately preceding the award date.
The RSUs will be granted to Mr. Gupta pursuant to the form of Executive Officer Restricted Stock Unit Agreement filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference. If Mr. Gupta’s employment with the Company terminates prior to a scheduled vesting date of the RSUs, he will forfeit all unvested RSUs, except that all unvested RSUs will immediately vest if he dies, his employment terminates due to disability or he is terminated by the Company without cause. In addition, all unvested RSUs will immediately vest upon the occurrence of a change in control of the Company. The terms and conditions of the stock option award will otherwise be consistent with those of comparable long-term incentive awards to executive officers under the Company’s Amended and Restated 2019 Stock Incentive Plan.
Mr. Gupta will be entitled to relocation assistance in accordance with the Company’s relocation program, as well as other benefits consistent with those which are available to other Company executives. He will also be offered the Company’s standard form of Key Employee Agreement.
There is no arrangement or understanding between Mr. Gupta and any other person pursuant to which he was selected as the Company’s Chief Financial Officer and Treasurer. There are no transactions between Mr. Gupta and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the Company’s March 2, 2026 press release announcing the appointment of Mr. Gupta is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| 10.1 | Form of Executive Officer Restricted Stock Unit Agreement. | |
| 99.1 | Press Release dated March 2, 2026. | |
| 104 | Cover Page Interactive Data File (included within the Inline XBRL document). | |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRACO INC. | ||||||
| Date: March 2, 2026 | By: | /s/ Joseph J. Humke | ||||
| Joseph J. Humke | ||||||
| Its: Executive Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
| News Release | GRACO INC. P.O. Box 1441 Minneapolis, MN 55440-1441 NYSE: GGG |
|
| FOR IMMEDIATE RELEASE: March 2, 2026 |
FOR FURTHER INFORMATION: Investors: David M. Lowe, 612-623-6456 Media: Kirstie L. Foster, 612-623-6249 Kirstie_L_Foster@graco.com |
GRACO INC. ANNOUNCES APPOINTMENT OF SANJIV GUPTA AS CHIEF FINANCIAL OFFICER AND TREASURER; DAVID M. LOWE TO RETIRE AFTER THREE DECADES OF SERVICE
MINNEAPOLIS – (BUSINESS WIRE) – March 2, 2026 – Graco Inc. (NYSE: GGG) announced today that it has appointed Sanjiv Gupta as Chief Financial Officer and Treasurer, effective April 15, 2026. Gupta will succeed David M. Lowe in the role, who recently informed the company of his intention to retire after a more than thirty-year career with Graco.
Gupta joins Graco from General Motors Company (NYSE: GM), where he has spent more than twenty years in various finance and operating roles of increasing leadership responsibility, most recently as Vice President & Chief Financial Officer, GM International. Having also served as Executive Director, Corporate Financial Planning and Analysis, and President and Managing Director, GM India, among other positions, he brings a wealth of leadership, corporate finance, operations, strategic planning, manufacturing and supply chain, and financial planning and analysis experience. Prior to General Motors, his early career included operational roles at Nestlé.
“Sanjiv has an established track record of leading global finance and commercial teams,” said Mark W. Sheahan, President and Chief Executive Officer. “He brings a deep understanding of the manufacturing industry, including an important end market served by Graco. I am excited for Sanjiv to leverage his finance and operational experiences to help accelerate our strategies to inflect top line growth.”
Gupta holds a Bachelor of Engineering (Industrial Engineering) from Thapar University in Patiala, India, and a Master of Business Administration from Western University’s Ivey School of Business in London, Canada.
Lowe, age 70, has served as Chief Financial Officer and Treasurer since 2021, and previously held a number of operational leadership roles during his more than three decades with the company. He joined Graco in 1995.
“Throughout his career at Graco, David has provided incredible vision and leadership,” said Sheahan. “His unwavering loyalty to the company, his professionalism, and his exceptional work ethic have set a powerful example for all who have worked with him. David has mentored countless employees over the years – including me – and his steady guidance and deep understanding of our business have shaped leaders across the organization. It has been my pleasure to work closely with David, and his insights have been invaluable to me personally and to the company. On behalf of Graco’s employees worldwide, I thank David for his significant contributions and wish him the very best in his retirement.”
To support a seamless transition, Lowe will remain available to assist the company through the end of May 2026.
ABOUT GRACO
Graco Inc. supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and powder materials. A recognized leader in its specialties, Minneapolis-based Graco serves customers around the world in the manufacturing, processing, construction, and maintenance industries. For additional information about Graco Inc., please visit us at www.graco.com.
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