8-K: ARKO Corp. Appoints Jordan Mann Interim CFO

ARKO Corp. announced the appointment of Jordan Mann as interim Chief Financial Officer, effective October 10, 2025, succeeding Robert Giammatteo.

Summary

• ARKO Corp. appointed Jordan Mann as interim Chief Financial Officer and interim principal financial and accounting officer, effective October 10, 2025.
• Mr. Mann succeeds Robert Giammatteo, whose departure was previously reported by the company.
• He will serve as interim CFO until a qualified successor is appointed.
• Mr. Mann, 45, will continue in his current role as Senior Vice President of Corporate Strategy, Capital Markets and Investor Relations, a position he has held since May 2023.
• His background includes investment banking experience as an executive director at Morgan Stanley (September 2021 to March 2023) and a Director at Credit Suisse (August 2015 to September 2021).
• Effective October 10, 2025, Mr. Mann's annual base salary will increase to $350,000.
• Commencing in 2026, he will receive approximately $250,000 (based on grant date value) in Restricted Stock Units (RSUs) that time-vest in 1/3 increments over three years (March 2027, March 2028, March 2029).
• Also commencing in 2026, he will receive approximately $250,000 (based on grant date value) in target value of Performance Based Stock Units (PSUs) which vest after three years based on GPM's EBITDA compared to budget.
• His base salary and equity package will remain in place even if he is not appointed as the permanent CFO.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. The appointment of an internal candidate with relevant experience provides continuity and stability during a transition. The compensation structure aligns executive incentives with company performance. The interim nature of the role introduces a slight element of uncertainty, preventing a higher score.

Positives

• The appointment of an internal candidate, Jordan Mann, ensures continuity in financial leadership during the transition period.
• Mr. Mann brings extensive investment banking experience from Morgan Stanley and Credit Suisse, which is valuable for corporate strategy and capital markets.
• His existing role as Senior Vice President of Corporate Strategy, Capital Markets and Investor Relations provides a deep understanding of the company's strategic and financial operations.
• The compensation package includes performance-based stock units, aligning Mr. Mann's incentives with the company's financial performance (GPM's EBITDA).

Negatives

• The appointment is interim, indicating a period of potential uncertainty until a permanent Chief Financial Officer is identified and appointed.
• The departure of the previous CFO, Robert Giammatteo, necessitates a leadership transition in a key executive role.

Risks

• Uncertainty regarding the duration of the interim CFO role and the timeline for appointing a permanent successor could impact long-term strategic planning.
• Potential for disruption during the transition period as a new permanent CFO is sought and integrated into the executive team.

Future Outlook

The company will conduct a performance and compensation review for Mr. Mann around March 2026 and annually thereafter. The equity awards (RSUs and PSUs) are structured to vest over three years, commencing in 2026, with PSUs tied to GPM's EBITDA performance against budget. The company will also seek a permanent successor for the CFO role.

Management Comments

• "We are delighted to offer you the position of Interim CFO for ARKO Corp. and its subsidiaries, including GPM Investments, LLC."
• "As a member of the ARKO/GPM team, we expect you to devote your full business time and best efforts to the performance of your duties and to the furtherance of ARKO's/GPMs interests."
• "We are confident you will find this new opportunity both challenging and rewarding."

Industry Context

This filing reflects a standard corporate governance action of appointing an interim executive following a departure. In the retail and convenience store sector, stable financial leadership is crucial for managing inventory, supply chains, and capital allocation for growth initiatives. The appointment of an internal candidate with capital markets experience could be beneficial for investor relations and strategic financing in a dynamic industry.

Comparison to Industry Standards

• The interim appointment of an internal candidate is a common practice in corporate transitions, providing continuity while a search for a permanent executive is conducted.
• Executive compensation packages, including a mix of base salary, time-vesting restricted stock units, and performance-based stock units, are standard in publicly traded companies to align executive incentives with shareholder value.
• The base salary of $350,000 for an interim CFO of a company like ARKO Corp. (a significant player in the convenience store sector) appears to be within a reasonable range for such a role, though specific comparisons would require detailed industry compensation surveys for similar-sized companies.
• The performance criteria for PSUs, based on GPM's EBITDA compared to budget, is a common and relevant financial metric used in the retail and convenience store industry to measure operational profitability.

Management Changes

Stakeholder Impact

• Shareholders: Provides clarity on interim financial leadership following a departure, with an internal candidate stepping up. Compensation structure includes equity awards tied to performance.
• Employees: Internal promotion of Jordan Mann may be viewed positively, offering career progression opportunities within the company.

Next Steps

• ARKO Corp. will search for and appoint a permanent Chief Financial Officer.
• Jordan Mann's performance and compensation will be reviewed annually, starting around March 2026.
• The company will continue to operate under Mr. Mann's interim financial leadership.

Key Dates

Keywords

ARKO Corp., CFO, Interim CFO, Jordan Mann, Management Change, Executive Appointment, Corporate Governance, Compensation, Restricted Stock Units, Performance Based Stock Units, SEC Filing, 8-K