Chris Rogers
About Chris Rogers
Chris Rogers, 46, is Instacart’s Chief Executive Officer and President effective August 15, 2025, and serves as a Class II director on the Board; he previously was Chief Business Officer (Sep 2022–Aug 2025) and VP, Global Retail (Jul 2019–Sep 2022) after 11 years at Apple culminating as Managing Director, Apple Canada, and earlier roles at Procter & Gamble; he holds a BBA from Wilfrid Laurier University . Instacart’s FY2024 performance context before his appointment: revenue $3,378M (+11% YoY), Adjusted EBITDA $885M (+38% YoY), net income $457M, and 30-day VWAP of $42.82; since listing in Sep 2023, a $100 investment was $122.91 by year-end 2024 . As CEO, Rogers has emphasized long-term profitable growth with annual EBITDA progression while retaining flexibility to reinvest, with capital allocation priorities of reinvesting in the business, maintaining M&A firepower, and opportunistic share repurchases (e.g., $205M repurchased in H1 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maplebear Inc. (Instacart) | Chief Business Officer | Sep 2022–Aug 2025 | Oversaw commercial operations, including retailer relationships, Ads R&D and sales, partnerships, M&A; advanced Instacart’s retail media to top-5 and scaled enterprise platform . |
| Maplebear Inc. (Instacart) | VP, Global Retail | Jul 2019–Sep 2022 | Expanded retailer relationships from ~300 to ~1,800; deepened enterprise platform capabilities . |
| Apple Inc. | Managing Director, Apple Canada; prior leadership of iPhone/Consumer Retail in Canada | 2008–2019 | Led country strategy driving iPhone adoption in a competitive market . |
| Procter & Gamble | Account management roles | Not disclosed | Built foundational CPG/retail relationships experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SPINS | Board Member | Not disclosed | Supports data/analytics for natural/organic CPG and retail . |
| Ad Council | Board Member | Not disclosed | Contributes to public service campaigns via media and partnerships . |
Fixed Compensation
| Component | Detail | Effective Date | Amount |
|---|---|---|---|
| Base Salary | CEO/President base salary (paid by Maplebear Canada ULC) | Aug 15, 2025 (Promotion Date) | CAD $1,370,000 per year |
| Annual Bonus | Discretionary payment in lieu of participation in the 2025 Executive Performance Bonus Plan as CBO | Upon Promotion (2025) | Amount not disclosed |
Performance Compensation
| Award | Grant Value | Vesting Schedule | Performance Metrics | Holding Requirements |
|---|---|---|---|---|
| Promotion RSUs (2025) | USD ~$15,000,000 | 8% on Nov 15, 2025; then 11.5% on each of the next eight regular quarterly vesting dates, completing Nov 15, 2027, subject to continued employment | None disclosed | None disclosed |
| 2026 Equity Award (annual refresh) | USD ~$15,000,000 target | Form and vesting to be determined by Board/Comp Committee; grant no later than May 1, 2026 | Not specified (may include time- or performance-vesting per committee discretion) | Not specified |
Equity Ownership & Alignment
- Hedging and pledging prohibited for employees and directors under Instacart’s Insider Trading Policy (short sales, options/derivatives, prepaid forwards, equity swaps, collars, exchange funds; pledging including margin accounts) .
- Incentive Compensation Recoupment Policy (Dodd-Frank compliant) requires recovery of excess incentive compensation for current/former executive officers upon accounting restatements (effective Oct 2, 2023) .
- Beneficial ownership for Rogers was not disclosed in the March 15, 2025 Security Ownership table (pre-appointment), and post-appointment holdings have not been itemized in filed beneficial ownership tables as of the cited documents .
Employment Terms
| Term | Detail |
|---|---|
| Employer & Agreement | Amended and Restated Offer Letter with Maplebear Canada ULC dated May 26, 2025; employment recognized from original Start Date of Jul 17, 2019; assumption of CEO/President role on/around Aug 15, 2025 (no later than Aug 31, 2025) . |
| Board Service | Appointed Class II director effective Aug 15, 2025; Board size increased from eight to nine; no additional compensation for Board service (employee director) . |
| Severance & CoC Economics | Participation in Severance and Change in Control Plan with CEO-level terms: upon Involuntary Termination, lump-sum cash equal to 24 months base salary and up to 24 months health coverage; if Involuntary Termination occurs within six months before or 12 months after a Change in Control, full acceleration of time-vesting equity; performance-vesting equity vests at 100% of target or greater of actual performance at CoC effective time; if Involuntary Termination occurs within 12 months prior to first vesting date of any time-vesting award, accelerates the first scheduled vesting tranche . |
| Indemnification | Standard form indemnification agreement for directors/officers per IPO registration exhibits . |
| Loyalty/Outside Commitments | Duty of loyalty acknowledged; may not undertake other business/appointments without prior written consent of the Chair of the Board during employment . |
| Notice & Good Reason | Three months’ prior written working notice for resignation without Good Reason; Good Reason resignation per Severance Plan terms . |
| Governing Law | Agreement governed by laws of Ontario and Canada; venue in Ontario courts . |
| Legal Fee Reimbursement | Up to CAD $25,000 reimbursed for legal fees to review/negotiation of the Agreement (subject to invoice) . |
Board Governance
- CEO/Chair separation: Rogers is CEO; Fidji Simo remains Chair following Aug 15, 2025, mitigating CEO/Chair dual-role concerns; Instacart maintains a Lead Independent Director (Lily Sarafan) to provide independent Board leadership and coordinate independent director activities .
- Committee independence: Nasdaq independence standards apply to Audit, Compensation, and Nominating committees; as of the 2025 proxy, committee memberships were independent-only; Rogers’ committee assignments have not been disclosed in the appointment filing .
- Director compensation policy: Applies to non-employee directors only; cash retainers ($50k Board; incremental retainers for Lead Independent Director and committee service/chairs) and annual RSU grants ($250k), with acceleration on Change in Control; employee directors are excluded from this policy .
Compensation Structure Analysis
- Equity-heavy, time-vested design: 2025 Promotion RSUs are purely time-based with defined quarterly vesting through Nov 2027, reinforcing retention but with no disclosed performance metrics for the award .
- Severance protections with double-trigger: Enhanced severance terms (24 months salary/benefits) and equity acceleration upon Involuntary Termination in proximity to a Change in Control support continuity and reduce departure risk in strategic events .
- Clawback and trading policy constraints: Dodd-Frank/SEC-compliant clawback and strict hedging/pledging prohibitions align executive behavior with shareholder interests and reduce misalignment risks .
- Pay governance backdrop: Prior say-on-pay support was strong (over 99% approval at 2024 annual meeting), indicating investor acceptance of the company’s equity-centric executive pay framework .
Performance Compensation Detail
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Rogers’ 2025 Promotion RSUs | — | — | — | — | 8% on Nov 15, 2025; then 11.5% each quarter for eight quarters; completes Nov 15, 2027, subject to continued employment . |
Investment Implications
- Alignment and retention: Large, time-vested RSU grant and robust double-trigger severance indicate strong retention design, with predictable quarterly vesting and acceleration safeguards around CoC—reducing near-term executive turnover risk .
- Capital allocation signal: Rogers’ public stance on balanced growth and profitability, ongoing M&A capacity, and opportunistic buybacks (e.g., $205M repurchased in H1 2025) alongside Board’s expanded authorization to $1B suggests continued EPS accretion from repurchases and disciplined reinvestment profile .
- Governance structure: Separation of CEO and Chair, presence of a Lead Independent Director, and committee independence mitigate dual-role and independence risks often flagged by investors; Rogers’ role as an inside director does not fall under the non-employee director pay program .
- Pay-for-performance consideration: Absence of disclosed performance-vesting in the 2025 promotion grant may temper strict pay-for-performance linkage; however, future awards (2026 Equity Award) remain at the Board/Comp Committee’s discretion and could incorporate performance conditions, and company-level clawback/insider policies provide safeguards .