Country Road Group chief executive Steven Cook has been offered 315,719 conditional shares worth R13.7 million under Woolworths Holdings' 2026 Performance Plan, a JSE filing has revealed.
This amounts to around $1.18 million in AUD that the overarching boss of Witchery, Country Road, Politix, Trenery and Mimco could score.
The shares were granted at 4342 cents per share – the five-day volume weighted average traded price of the company's shares as at September 2, 2026 – and accepted off-market on September 11. Vesting will occur after three years, subject to Cook meeting performance conditions set under the plan.
Cook's award falls under WHL's Performance Unit (PU) scheme, the mechanism used for Australian-based participants, including CRG executives. The performance conditions attached to the FY26 allocation are weighted between adHEPS growth (40 per cent), CRG ESG measures (15 per cent) and CRG ROCE (45 per cent) – a shift from the FY25 weighting, which split conditions between adHEPS growth (40 per cent), CRG ESG (20 per cent) and CRG ROCE (40 per cent). The change increases the weighting on capital efficiency while reducing the emphasis on ESG targets.
Vesting mechanics remain consistent across both years: adHEPS growth (or adjusted headline earrings per share) carries a 50 per cent vesting threshold with 100 per cent and 150 per cent targets, ROCE (or return on capital employed) has a 30 per cent vesting threshold rising to 100 per cent at target, and the ESG measure vests only if 100 per cent of the target is met outright.
All other conditions vest on a linear scale between threshold and target, according to WHL's FY2026 Annual Financial Statements.
This is the second consecutive year Cook has been offered a significant WHL share incentive. In September 2025, months after joining as Country Road Group CEO, he was offered 270,177 shares worth around $1.22 million. This year's allocation, though slightly larger in share count, carries a marginally lower headline value of R13.7 million.
Alongside Cook, other directors and senior leads at WHL have been offered performance shares. Across the batch disclosed in the filing, WHL directors and senior secretaries were granted a combined 1,841,339 shares, worth just under R80 million (R79,951,479) at the 4,342 cents grant price.
The largest single allocation went to Sam Ngumeni, WHL Group CEO, who has been offered 587,287 shares worth R25.5 million — nearly double Cook's grant. At the other end of the scale, Country Road Group company secretary Lucy Deane was granted 43,649 shares worth R1,895,250, one of the smallest allocations among the directors and secretaries named in the filing.
The dangled carrot for Cook comes as Country Road Group reported an improved net loss after tax (NPAT) for FY26.
In its full-year audited results, WHL reported that the fashion group saw a loss of R250 million, or around $21 million AUD, in FY26. This is down from an R1.43 billion loss in FY25, or a loss of circa A$121.8 million.
The Group’s bottom line improved amid soft total sales growth of just 1 per cent for the financial year to June 28, 2026. This was offset by a 0.5 per cent fall in the second half, with these numbers affected by foreign exchange rates. Country Road Group has a significant market in South Africa as well as Australia and New Zealand.
In South African Rand, Country Road Group’s revenue for FY26 slipped from R12.57 billion to R12.35 billion, which still remains just above $1 billion in AUD – or A$1.07 billion roughly. The group saw better sales growth in South Africa compared to Australasia.
Amid the bottom line bump up, Country Road Group saw a slight lift in its gross profit margin to 57.7 per cent. Historically, this is down on FY23 numbers when it was at 62.6 per cent.
FY23 was the last time Country Road Group reported a profit as well, which was at a high of R850 million or A$73.6 million.