DEF 14A of Lesaka Technologies Inc, Sep 29, 2023

DEF 14A of Lesaka Technologies Inc

Filed Sep 29, 2023 · FY20230001062993-23-018606

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS The terms of office of each of our current directors will expire at the annual meeting. The Board has nominated for re-election twelve of our current directors (see "Information Regarding the Nominees" for information on all directors), each for a one-year term. The persons named in the enclosed proxy intend to vote properly executed and returned proxies FOR the election of all nominees proposed by the Board unless authority to vote is withheld. In the event that any nominee is unable or unwilling to serve, the persons named in the proxy will vote for such substitute nominee or nominees as they, in their discretion, shall determine. The Board has no reason to believe that any nominee named herein will be unable or unwilling to serve. The Board recommends that you vote FOR the election of each of the director nominees.

  2. Information Regarding the Nominees

    Information Regarding the Nominees

  3. Information Regarding the Nominees

    | Kuben Pillay 63 years old Director since 2020 | Mr. Pillay serves on South African public and private corporate boards including as Chairman of Sabvest Limited (JSE: SBV), lead independent director of OUTsurance (JSE: OUT) and as a non-executive director of Transaction Capital Limited (JSE: TCP). He was the non-executive chairman of the Primedia Group from 2014 to 2016, and also served as its group CEO from 2009 to 2014. Mr. Pillay was a managing financial partner at public interest law firm, Cheadle Thompson and Haysom, before joining Mineworkers Investment Company ("MIC") in 1996 as a founding executive director, and later serving as the non-executive chairman. Mr. Pillay also served as the independent non-executive chairman of Cell C Limited from August 2017 to October 2019. Mr. Pillay has a BA LLB from the University of the Witwatersrand, Johannesburg, and a Masters in Comparative Jurisprudence from Howard University, Washington DC. | | | The Board believes that Mr. Pillay's expertise in legal and corporate governance, and media and consumer affairs and broad experience as a director of several publicly-traded companies covering a broad range of industries over many years make him a valuable member of our Board. | | Christopher Meyer 52 years old Director since 2021 | Mr. Meyer has been our Group Chief Executive Officer since July 1, 2021. Prior to joining us, he was the Head of Corporate & Investment Banking and Joint Managing Director at Investec Bank Plc, a LSE-listed specialist bank and wealth manager, having served in many different roles within the Investec Group since 2001. He was also an executive director for various international and regional subsidiaries of Investec Bank Plc. He is a member of the South African Institute of Chartered Accountants, holds an MSc Finance from the London Business School and a Post Graduate Diploma in Accounting from the University of Cape Town. | | | The Board believes that Mr. Meyer's experience with corporate transactions and strong leadership skills make him a valuable member of our Board. | | Naeem E. Kola 50 years old Director since 2022 | Mr. Kola has been our Group Chief Financial Officer since March 1, 2022. Mr. Kola has progressively held senior finance roles in Dubai, most notably as Chief Financial Officer of the Emerging Markets Payments Group ("EMP"), a high-growth fintech business that grew materially and successfully concluded and integrated five acquisitions during Mr. Kola's six-year tenure as Chief Financial Officer. Prior to becoming Chief Financial Officer, Mr. Kola was Senior Vice President for Investments, Strategy and Business Planning at EMP. Since the acquisition of EMP by Network International in 2017, Mr. Kola has been an Operations Director and Strategic Advisor to the emerging market private equity firm Actis, where he again focused on fintech businesses. | | | The Board believes that Mr. Kola's financial and accounting expertise and experience with corporate transactions and capital markets make him well-suited to serve as a director. |

  4. Information Regarding the Nominees

    | Steven J. Heilbron 58 years old Director since 2022 | Mr. Heilbron has been the Chief Executive Officer of the Connect Group since 2013 and joined us following the acquisition of Connect in the same capacity. Mr. Heilbron has two decades of financial services experience, having spent 19 years working for Investec in South Africa and the UK, where he served as Global Head of Private Banking and Joint Chief Executive Officer of Investec Bank plc. He led a private consortium that acquired Cash Connect Management Solutions (Pty) Ltd ("CCMS") in 2013. Mr. Heilbron has presided over significant organic growth in the rebranded Connect Group, as well as spearheading the successful acquisition and integration of Kazang and EFTpos acquired from the Paycorp Group in February 2020. He is a member of the South African Institute of Chartered Accountants | | | The Board believes that Mr. Heilbron's strong leadership skills, his deep knowledge and many years of experience within the banking, payments and payment technologies space make him well-suited to serve as a director. | | Lincoln C. Mali 55 years old Director since 2021 | Mr. Mali has been our Chief Executive Officer: Southern Africa since May 1, 2021. Mr. Mali is a financial services executive with over 25 years in the industry. Until April 2021, he was the Head of Group Card and Payments at Standard Bank Group, having served in many different roles within that organization since 2001. Mr. Mali chaired the board of directors of Diners Club South Africa until April 2021, and was a member of the Central and Eastern Europe, Middle East and Africa Business Council for Visa. Mr. Mali holds Bachelor of Arts (BA) and Bachelor of Laws (LLB) degrees from Rhodes University, an MBA from Henley Management College, various diplomas and attended an Advanced Management Program at Harvard Business School. | | | The Board believes that Mr. Mali's strong relationships and network with key industry players in South Africa and his motivational leadership style make him well-suited to serve as a director. | | Antony C. Ball 64 years old Director since 2020 | Mr. Ball is co-founder and chairman of Value Capital Partners (Pty) Ltd ("VCP"), a South Africa-based investment firm. Prior to VCP, Mr. Ball co-founded Brait in 1990, a leading South African private equity firm, regarded as a pioneer of private equity in the region, and held various leadership positions, including Deputy Chairman and CEO, between 1998 and 2011 when he left the company. Mr. Ball led Brait's investment in Lesaka in 2004, and served as a non-executive director of the company until 2012. Mr. Ball has a B Comm (Hons) from UCT, is a CA(SA), and completed an M Phil in Management Studies from Oxford University, where he studied as a Rhodes Scholar. | | | The Board believes that Mr. Ball's expertise in private equity, public markets, finance, accounting and corporate governance and broad experience as an officer and director of several publicly-traded companies covering a broad range of industries make him a valuable member of our Board. | | Nonkululeko N. Gobodo 62 years old Director since 2021 | Ms. Gobodo is the first black female-chartered accountant in South Africa and brings a wealth of accounting and auditing experience from over 35 years of executive experience. She also has extensive experience as a non-executive director, having served on many boards including JSE listed Clicks Group Limited, PPC Limited and Shoprite Holdings Limited, as well as, Mercedes Benz, Imperial, the SA Maritime Authority, and the South Africa Revenue Service audit committee. She is a pioneer in her field, having established her own successful accounting and audit firm during the apartheid era. The firm grew to become SizweNtsalubaGobodo ("SNG"), the largest black accounting firm in South Africa. In 2018, SNG acquired the Grant Thornton South Africa license. In 2016, Ms. Gobodo founded Nonkululeko Leadership Consulting, a boutique, black-owned and managed leadership consulting firm based in Sandton and served as its CEO for five years. In May 2021, she started Awakened Global, a movement that is contributing to end racial and gender inequality. She is a recipient of many business and professional awards. She was appointed as the Chancellor of the Walter Sisulu University in April 2023. | | | The Board believes that Ms. Gobodo's experience in finance and audit and knowledge of the South African marketplace provides necessary and desired skills, experience and South African-centric perspective to our Board. |

  5. Information Regarding the Nominees

    | Javed Hamid 79 years old Director since 2020 | Mr. Hamid is currently a senior advisor to the International Executive Service Corps and held various positions with the International Finance Corporation ("IFC"), a member of the World Bank Group, and a major shareholder in Lesaka, from 1979 to 2006. He was on the Management Committee of IFC and served as the Regional Director for East Asia and Pacific Region. He was on the board of listed banks in Pakistan and Serbia, on the Pension Finance Committee of the World Bank Pension Fund and the Investment Committee of Lombard Thailand Private Equity Fund. He currently chairs the board of Small Enterprise Assistance Funds (USA) and is on the board of Salem University (USA) and Asia Research Capital Management Hedge Fund (Hong Kong). He has extensive international banking, investment and project finance experience and a strong background in investing in emerging markets, structuring investments, managing international investment portfolios, and providing technical assistance to companies in developing countries. He has a keen interest in sustainable development and corporate governance issues. Mr. Hamid holds a Master of Business Administration, from Harvard Business School, a Master of Arts from the University of Cambridge, a Bachelor of Arts in Economics, from the University of Cambridge and a Bachelor of Arts in Economics, Mathematics and Statistics, from the University of Punjab. | | | The Board believes that Mr. Hamid's substantial international experience; risk and financial expertise; his experience managing international investments, and his skills in dealing with corporate governance issues makes him a valuable member of our Board | | Ali Mazanderani 41 years old Director since 2020 | Mr. Mazanderani is a fintech investor and entrepreneur. He is the co-founder and chairman of SaltPay. He is also a non-executive director on the board of several companies including StoneCo (Nasdaq: STNE) in Brazil. He was formerly a Partner at Actis, an emerging market private equity firm, where he led multiple landmark fintech investments globally. Prior to his career at Actis, Mr. Mazanderani was the lead strategy consultant for First National Bank based in Johannesburg and prior to that, he advised private equity and corporate clients for OC&C Strategy Consultants in London. | | | He holds a Bachelors degree in Economics from the University of Pretoria, a Masters in Economics from Oxford University, a Masters in Economic History from the London School of Economics, a Masters in Business Law from the University of St. Gallen and an MBA from INSEAD. | | | The Board believes that Mr. Mazanderani's international experience in strategy, payments, technology, and private equity provide necessary and desired skills, experience and perspective to our Board. | | Venessa Naidoo 59 years old Director since 2023 | Ms. Naidoo brings a wealth of experience in finance, launching new technologies, managing rapid international growth, restructures, operating in emerging market economies and currencies, and delivering success in highly competitive environments. She is an experienced non-executive director and currently serves on the boards of both OUTsurance (JSE: OUT), a leading South African insurance company, and RFG Holdings Limited (JSE: RFG) in South Africa. | | | She holds a Bachelor of Accounting and Postgraduate Diploma in Accountancy from the University of Durban-Westville and is a Chartered Accountant (SA). She also completed the Harvard Business School and University of the Witwatersrand Senior Executive Programme. | | | The Board believes that Ms. Naidoo's international experience in finance and audit, her entrepreneurial track record are essential qualities required by our Board. | | Monde Nkosi 33 years old Director since 2020 | Mr. Nkosi is an investor with experience in private and public equities in South Africa and the U.S. He is an executive director of VCP and a non-executive director of several public and private businesses, including ADvTECH Limited. He was previously on the investment team of FFL Partners, a San Francisco-based private equity firm managing more than $2 billion. Prior to that, Mr. Nkosi was a management consultant at Bain & Company, focused on financial services and telecommunications clients across Sub-Saharan Africa. Mr. Nkosi holds a Bachelor of Business Science from the University of Cape Town, a Master of Arts in Education from the Stanford Graduate School of Education, and an MBA from the Stanford Graduate School of Business. | | | The Board believes that Mr. Nkosi's expertise in corporate strategy, corporate finance and capital allocation make him a valuable member of our Board. |

  6. Information Regarding the Nominees

    | Ekta Singh-Bushell 51 years old Director since 2018 | Ms. Singh-Bushell serves on global technology public and private corporate boards. She is a member of the board and chair of the nominating and governance committee, and technology committee for Huron Consulting Group (NASDAQ: HURN), a global consulting company offering services to healthcare, higher education, and life sciences and commercial industries; ChargePoint, Inc. (NYSE: CHPT), a leading EV charging as a service company, where she is a member of the audit committee; TTEC, Inc. (NASDAQ: TTEC), a leading global customer experience technology and services company, focusing on the design, implementation, and delivery of transformative customer experience for various brands, where she is a member of the audit, and chair of the technology and security committee; She formerly served on the boards of Datatec Limited (JSE: DTC), an international ICT solutions and services group, as Lead Independent Director and Designer Brands Inc. (NYSE: DBI) as a member of the audit, remuneration and nomination committees. From 2016 to 2017, Ms. Singh-Bushell served as deputy to the first vice president, chief operating officer executive office, at the Federal Reserve Bank of New York. Prior to 2016, Ms. Singh-Bushell worked at Ernst & Young, serving in various leadership roles including global IT Effectiveness leader, US innovation & digital strategy leader; and chief Information security officer. Ms. Singh-Bushell is a member of the board of Women's Health Access Matters, a non-profit that supports increased awareness in women's health research, and between 2004 and 2014 she served in various leadership roles for the Asian American Federation. Ms. Singh-Bushell is a Certified Public Accountant and holds advanced international certifications in governance, sustainability, information systems security, audit, and control. | | | Ms. Singh-Bushell's experience in finance, audit, technology, and cybersecurity, as well as her international experience bring relevant and necessary skills, experience, and perspective to our Board. | | | In considering Ms. Singh-Bushell's nomination to the Board, the Nominating & Governance Committee of the Board considered all of Ms. Singh-Bushell's Board commitments and determined that they, in the aggregate, do not interfere with her commitments to Lesaka. Moreover, the Committee determined that the knowledge and experience that Ms. Singh-Bushell attains from these additional commitments provide an important dimension to the Lesaka Board, especially in the financial services and technology areas which are all directly relevant to our business. |

  7. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Directors who are also executive officers do not receive separate compensation for their services as directors. During fiscal 2023, our non-employee directors received compensation as described below.

  8. COMPENSATION OF DIRECTORS

    | Name | Fiscal 2023 Total Fee Arrangement ($)(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Stock Options ($) | Other ($)(2) | Total ($) | | Antony C. Ball | 160,000 | 160,000 | - | - | 24,000 | 184,000 | | Nonku N. Gobodo((3)) | 154,500 | 154,500 | - | - | 22,959 | 177,459 | | Ian O. Greenstreet((4)) | 144,000 | 54,400 | - | - | - | 54,400 | | Javed Hamid | 144,000 | 138,334 | - | - | - | 138,334 | | Ali Mazanderani | 129,000 | 129,000 | - | - | - | 129,000 | | Monde Nkosi | 134,000 | 134,000 | - | - | 20,100 | 154,100 | | Kuben Pillay | 252,500 | 252,500 | - | - | 37,865 | 290,365 | | Ekta Singh-Bushell | 206,000 | 206,000 | - | - | - | 206,000 |

  9. COMPENSATION OF DIRECTORS

    (1) Column represents total fiscal 2023 fees for the full year. (2) Represents value added taxes which are statutory indirect taxes charged in ZAR on Messrs. Ball, Nkosi and Pillay's and Ms. Gobodo's compensation and reimbursed to them. (3) Mr. Hamid joined the audit committee in November 2022 and fees paid to the Mr. Hamid have been pro-rated for the period of service during fiscal 2023. (4) Mr. Greenstreet did not stand for re-election at our November 2022 annual meeting. Directors receive a base fee for membership on the Board. Directors who serve on Board committees and/or serve as Chairperson of Board committees receive additional compensation in recognition of the additional time they are required to spend on committee matters. In fiscal 2020, we performed a benchmarking analysis against the annual compensation of non-employee directors of U.S., UK, and South African comparable companies with a range of market equity capitalizations above, below and comparable to ours. We did not perform a similar analysis in fiscal 2023.

  10. Highlighted Compensation Policies and Practices

    | WHAT WE DO: | WHAT WE DON'T DO: | | Utilize performance-based programs, including annual and long-term incentives to link executive compensation to our performance and increase long-term shareholder value | Offer change-in-control severance gross-up payments | | Structure total direct compensation for our named executive officers such that a significant portion is at risk | Offer routine or excessive perquisites for our named executive officers | | Utilize mostly objective performance metrics in incentive plans that drive shareholder value creation | Backdate or reprice stock options | | Adopt a clawback policy, as of February 2017, that applies to our incentive programs | Utilize excessive incentive payments; incentive payments are capped to discourage inappropriate risk taking | | Issue time-based awards to retain key employees | | | Conduct annual say-on-pay advisory votes | | | Establish stock ownership guidelines for certain of our executive officers | | | Award severance only at the discretion of the Remuneration Committee given that there are no formal severance arrangements | |

  11. Fiscal 2023 Compensation Summary

    Fiscal 2023 Compensation Summary Base Salary. There were no base salary adjustments in fiscal 2023. Performance-Based Annual Cash Incentive. Messrs. Meyer, Kola, Heilbron and Mali received payments of $291,525, $181,080, $199,710 and $157,480, respectively, under the quantitative component of our cash incentive award plan, and representing 53%, 56%, 79% and 56% of the maximum expected performance range for the quantitative component of the award. Messrs. Meyer, Kola, Heilbron and Mali received payments of $233,350, $105,300, $118,475 and $132,387 respectively, under the quantitative component of our cash incentive award plan, and representing 64%, 49%, 71% and 71% of the maximum expected performance range for the qualitative component of the award. Long-Term Equity Based Incentives. In December 2022, we awarded 111,843, 68,319 and 77,706 shares of restricted stock to Messrs. Meyer, Kola and Mali, respectively. These share awards will only vest if our share price quoted on the Nasdaq grows on an annual compound basis of 10% per annum off a base of $4.94 over a measurement period from December 1, 2022 to December 1, 2025. The shares vest equally over a three-year period and if the annual price target is not achieved on either the first or second measurement date then all unvested shares of restricted stock which are available for vesting on the measurement date will be carried forward to the third year and will only vest if the target price is achieved on the third vesting date. Vesting of these shares of restricted stock are also subject to Messrs. Meyer, Kola and Mali's continued employment with us through to each vesting date. On December 31, 2022, we awarded 225,000 shares of time-based restricted stock to Mr. Heilbron. Vesting of these shares of restricted stock is subject to Mr. Heilbron's continued employment with us through June 30, 2024. If Mr. Heilbron's employment is terminated by us without cause then the shares of restricted stock will continue to vest on June 30, 2024, notwithstanding the fact that Mr. Heilbron is no longer an employee of the Issuer. If Mr. Heilbron's employment is terminated for cause, then any unvested shares will be forfeited Other Share Awards. On December 31, 2022, we awarded 300,000 shares of our common stock to Mr. Heilbron. This award was fully vested on the grant date, and Mr. Heilbron has undertaken not to sell or otherwise dispose of these shares until December 31, 2023.

  12. Pay Mix

    Pay Mix We consider the mix of our compensation components from year to year based on our overall performance, an executive's individual contributions, and compensation practices of other U.S.-based and South Africa-based public companies, including companies in our "peer group" described below. We do not have an exact formula for allocating between cash and non-cash compensation. We do, nonetheless, provide for a balanced mix of compensation components that are designed to encourage and reward behavior that promotes shareholder value in both the short- and long-term. Our executive compensation program is designed to attract, motivate and retain key executive talent and promote strong, sustainable long-term performance. The three components of total direct compensation delivered in our program are 1) base salary; 2) performance-based cash annual incentive and/or annual bonus; and 3) performance-based long-term equity-based incentives. We place an emphasis on variable performance-based pay. Each component promotes value creation and aligns our management team's compensation with our long-term strategic objectives.

  13. Pay Mix

    Pay Mix for Named Executive Officers The chart below illustrates the mix of the elements of the fiscal 2023 compensation program we established for our named executive officers using the maximum expected performance range for the cash incentive component, where "Other" represents amounts paid to Mr. Kola for medical benefits. Equity awards exclude stock awarded to Mr. Heilbron and which vested on December 31, 2022, following the conclusion of a new employment arrangement because these awards do not form part of his annual compensation program. Mr. Heilbron's awards includes restricted stock with time-based vesting conditions which were granted pursuant to his December 31, 2022 arrangement. The elements below include Mr. Heilbron's new annual base salary under the December 31, 2022 arrangement.

  14. Compensation Objectives

    Compensation Objectives Performance. We seek to motivate our named executive officers through a combination of cash bonuses, incentive payments, grants of restricted stock with time-based vesting conditions, and grants of restricted stock that vest based on the achievement of predefined levels of financial and operating goals and increases in our share price and/or satisfaction of other financial and strategic performance goals. Base salary, bonus and non-equity incentive compensation are designed to reward annual achievements and be commensurate with each executive officer's scope of responsibility, demonstrated ingenuity, dedication, leadership and management effectiveness. Alignment. We seek to align the interests of our named executive officers with our shareholders by evaluating them on the basis of financial and non-financial measurements that we believe ultimately drive long-term shareholder value. The elements of our compensation package that we believe align these interests most closely are a combination of annual quantitative and qualitative cash compensation awards and restricted stock awards which vest over time and become vested upon the satisfaction of specified performance goals. Retention. Retention is a key objective of our executive compensation program. We attempt to retain our named executive officers by seeking to provide a competitive pay package and using continued service as a condition to receipt of full compensation. The time-based vesting terms of equity awards have the effect of tying this element of compensation to continued service with us.

  15. Process and General Industry Benchmarking

    Process and General Industry Benchmarking The Remuneration Committee periodically analyzes compensation data of companies that it selects as a peer group to better understand how our pay package compares with those companies. The peer group selected by the Remuneration Committee would comprise a broad spectrum of companies, which range significantly in size from a revenue, profitability and enterprise value perspective. The peer group would consist of companies generally considered comparable to us in terms of their businesses (such as being a payment systems provider) as well as other companies within other parts of the information technology sector and those operating in or providing services in emerging markets. In the early part of each fiscal year, the Remuneration Committee establishes base salaries and sets the short-term cash incentive award plan remuneration targets and payment criteria. Following the end of each fiscal year, the Remuneration Committee determines the annual incentive cash payments and bonuses, if any, to be made to each executive officer based on their and our performance during the fiscal year. The Remuneration Committee's process for determining compensation includes an analysis of all elements of compensation. The Remuneration Committee compares these compensation components separately and in total to compensation at the peer group companies, taking into account, among other things, our relative market capitalization against the members of the peer group. The compensation of other named executive officers is generally determined based on specific performance criteria established by our Group Chief Executive Officer and approved by the Remuneration Committee.

  16. Employment and Other Agreements

    Employment and Other Agreements We have entered into employment agreements and restrictive covenant agreements with each of Messrs. Meyer, Kola, Heilbron and Smith in connection with their roles as our Group Chief Executive Officer, Group Chief Financial Officer, Executive and Chief Accounting Officer, respectively. In addition, each of Messrs. Meyer, Kola, Mali and Smith and our wholly owned subsidiary, Lesaka Technologies Proprietary Limited, entered into contracts of employment ("SA Employment Contract") which became effective on July 1, 2021, March 1, 2022, May 1, 2021, and March 1, 2022, respectively. All five executives have also entered into a restrictive covenant agreement with us. Each of these executive officers is entitled to receive an annual base salary and an annual bonus/cash incentive award (as discussed above). The employment agreements provide that each of Messrs. Meyer, Kola, Heilbron, Mali and Smith's employment is at-will and all our current named officer's SA Employment Contracts provide that either party may terminate the agreement with three months' notice. Our named executive officers' restrictive covenant agreements provide that upon the termination of their services with us, each is restricted, for a period of 24 months, from soliciting business from certain customers, working for or holding interests in our competitors or participating in a competitive activity within the territories where we do business. Messrs. Meyer and Kola are restricted for a period of 12 months with respect to working for or holding interests in our competitors or participating in a competitive activity within the territories where we do business. Mr. Heilbron has signed a restraint of trade agreement and, under this agreement, he may not, either directly or indirectly, be associated or concerned with or interested or engaged in any Restricted Business (as defined in the agreement) or entity carrying on any Restricted Business, in South Africa, Botswana, Namibia and Zambia during the three years ended April 14, 2025, and his new employment arrangements concluded in December 2022, extend this period by three months. He is also prohibited from communicating with or furnishing any information or advice to any Business Employee (as defined in the agreement) or to any prospective employer of such Business Employee for the direct or indirect purpose of inducing or causing a Business Employee to leave the employ of the Protected Companies (as defined in the agreement) and/or becoming employed by or in any way directly or indirectly interested in or associated with any other business, including any Restricted Business. On January 11, 2023, together with our wholly owned subsidiary, Lesaka Technologies (Pty) Ltd, we each entered into Mutual Separation Agreements with Mr. Smith (the "Separation Agreements"). The Separation Agreements provided for certain payments and other benefits to Mr. Smith, including without limitation, the following: (a) on-going base salary payments during his notice period to March 1, 2023, less applicable withholdings and deductions; (b) the payment of all outstanding leave as of March 1, 2023; (c) an ex-gratia payment of six times his monthly salary; (d) the removal of the on-going employment condition in Mr. Smith's existing stock option award agreement; and (e) the removal of the on-going employment condition in Mr. Smith's existing restricted stock award agreements, however, the awards will continue to vest in accordance with the vesting terms included in the existing restricted stock award agreements, which in certain instances include specific performance conditions. In addition, the Separation Agreement includes a reciprocal general release and waiver of claims related to Mr. Smith's employment with the Company.

  17. Equity Grant Practices

    Equity Grant Practices We believe that our long-term performance is achieved through a culture that encourages long-term performance by our executive officers through the use of stock and stock-based awards. Accordingly, awards of restricted stock are a fundamental element in our executive compensation program because they emphasize long-term performance, and help align the interests of our shareholders and employees. We have granted equity awards through our stock incentive plan which was adopted by our Board and approved by our shareholders. In determining the size of an equity award to an executive officer, the Remuneration Committee considers the executive's current cash total compensation package (which includes salary; potential bonus and cash incentive award plan compensation); any previously received equity awards; the value of the grant at the time of the award; and the number of shares available for grants pursuant to our stock incentive plan. When awarding equity compensation, management and the Remuneration Committee seek to weigh the cost of these grants with their potential benefits as a compensation tool.

  18. Base Salary Determined Under Employment Agreements

    Base Salary Determined Under Employment Agreements Mr. Heilbron's new base salary was based on his employment agreement that became effective January 1, 2023, and was changed from an amount denominated in ZAR to a new agreed amount denominated in USD. His new base salary is $350,000 per annum.

  19. Messrs. Meyer, Kola, Heilbron and Mali

    | 2023 Quantitative and Qualitative portions of cash incentive award plan(1) | | | | | | | | | Expected performance range | | | | | | | | | Quantitative | | Qualitative | | | | | Threshold | From | To | From | To | Total(2) | | Chris G. B. Meyer | | | | | | | | Potential payment | | | | | | | | | - | 42% | 84% | 28% | 56% | 140% | | | - | 273,000 | 546,000 | 182,000 | 364,000 | 910,000 | | Actual payment | | | | | | | | | | | | | | 81% | | | | | | | | 524,875 | | Naeem E. Kola | | | | | | | | Potential payment | | | | | | | | | - | 36% | 72% | 24% | 48% | 120% | | | - | 162,000 | 324,000 | 108,000 | 216,000 | 540,000 | | Actual payment | | | | | | | | | | | | | | 64% | | | | | | | | 286,380 | | Steven J. Heilbron | | | | | | | | Potential payment | | | | | | | | | - | 36% | 72% | 24% | 48% | 120% | | | - | 126,000 | 252,000 | 84,000 | 168,000 | 420,000 | | Actual payment | | | | | | | | | | | | | | 107% | | | | | | | | 318,185 | | Lincoln C. Mali((3)) | | | | | | | | Potential payment | | | | | | | | | - | 36% | 72% | 24% | 48% | 120% | | | - | 140,468 | 280,936 | 93,645 | 187,291 | 468,227 | | Actual payment | | | | | | | | | | | | | | 73% | | | | | | | | 289,867 |

  20. Equity grants

    Equity grants

  21. Time-based Equity Incentive Awards

    Time-based Equity Incentive Awards On December 31, 2022, pursuant to his new employment arrangement and upon the recommendation of the Remuneration Committee, we awarded 225,000 shares of restricted stock to Mr. Heilbron. Vesting of these shares of restricted stock is subject to Mr. Heilbron's continued employment with us through June 30, 2024. If Mr. Heilbron's employment is terminated by us without cause then the shares of restricted stock will continue to vest on June 30, 2024, notwithstanding the fact that Mr. Heilbron is no longer an employee of the Issuer. If Mr. Heilbron's employment is terminated for cause, then any unvested shares will be forfeited. On December 31, 2022, Lesaka's Remuneration Committee also approved a sign on award of 300,000 shares of our common stock to Mr. Heilbron. This award was fully vested on the grant date, and Mr. Heilbron has undertaken not to sell or otherwise dispose of these shares until December 31, 2023. No time-based equity incentive awards were made to Messrs. Meyer, Kola, Mali and Smith during fiscal 2023.

  22. Performance-based Equity Incentive Awards

    Performance-based Equity Incentive Awards On December 1, 2022, our Remuneration Committee awarded 111,843, 68,319 and 77,706 shares of restricted stock to Messrs. Meyer, Kola and Mali, respectively. In order for any of the shares to vest, the following conditions must be satisfied: (1) a compounded annual 10% appreciation in our stock price off a base price of $4.94 over the measurement period commencing on December 1, 2022 through December 1, 2025, and (2) the executive officer is employed by us on a full-time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The performance-based awards vest based on the achievement of the following targeted stock price levels during the measurement period, of: Prior to the first anniversary of the grant date: 0%; Fiscal 2024, stock price as of December 1, 2023 is 1.1 times higher (i.e. $5.43 or higher) than $4.94: 33%; Fiscal 2025, stock price as of December 1, 2024 is 1.21 times higher (i.e. $5.97 or higher) than $4.94: 67%; Fiscal 2026, stock price as of December 1, 2025 is 1.331 times higher (i.e. $6.57) than $4.94: 100%. No performance-based equity incentive awards were made to Messrs. Heilbron and Smith during fiscal 2023.

  23. SUMMARY COMPENSATION TABLE(1)

    SUMMARY COMPENSATION TABLE(1) The following table sets forth the compensation earned by our named executive officers for services rendered during fiscal years 2023, 2022 and 2021.

  24. SUMMARY COMPENSATION TABLE(1)

    | Name and Principal Position | Year | Salary (2) ($) | Bonus (3) ($) | Stock Awards (4) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation ($) | Total ($) | | Chris Meyer, Group Chief Executive Officer and Director | 2023 | 650,000 | - | 257,985 | 524,875 | - | 1,432,860 | | | 2022 | 650,000 | - | 2,548,441 | 780,000 | - | 3,978,441 | | | 2021 | - | - | - | - | - | 0 | | Naeem E. Kola, Group Chief Financial Officer, Treasurer, Secretary and Director | 2023 | 450,000 | - | 157,589 | 286,380 | 9,805(5) | 903,774 | | | 2022 | 150,000 | - | 1,000,000 | 150,000 | 1,839(5) | 1,301,839 | | | 2021 | - | - | - | - | - | 0 | | Steven J. Heilbron, Chief Executive Officer: Connect Group and Director | 2023 | 296,682 | - | 2,388,750 | 318,185 | - | 3,003,617 | | | 2022 | 57,552 | - | - | - | - | 57,552 | | | 2021 | - | - | - | - | - | 0 | | Lincoln C. Mali, Chief Executive Officer: Southern Africa and Director | 2023 | 394,609 | - | 179,242 | 289,867 | - | 863,718 | | | 2022 | 460,502 | - | 572,337 | 460,527 | - | 1,493,366 | | | 2021 | 83,398 | - | 663,785 | - | - | 747,183 | | Alex M.R. Smith, Chief Accounting officer(6) | 2023 | 180,000 | - | - | - | 183,785(7) | 363,785 | | | 2022 | 364,240 | 179,139 | 97,495 | - | - | 640,874 | | | 2021 | 395,650 | - | 265,200 | - | - | 660,850 |

  25. SUMMARY COMPENSATION TABLE(1)

    __________________________________________ (1) Includes only those columns relating to compensation awarded to, earned by, or paid to the named executive officers in any of fiscal 2023, 2022 or 2021. All other columns have been omitted. (2) The applicable amount for Messrs. Meyer and Smith was denominated in USD and paid in ZAR at the exchange rate in effect at the time of payment. Mr. Kola's salary is denominated and paid in USD. Mr. Heilbron's salary includes a portion which was denominated and paid in ZAR and has been converted into USD at the average exchange rate for the applicable period up until December 31, 2022, and a portion denominated and paid in USD from January 1, 2023. Mr. Mali's salary was denominated and paid in ZAR, and has been converted into USD at the average exchange rate for that period. (3) Bonus and non-equity incentive plan compensation represent amounts earned by Messrs. Meyer, Kola, Smith and Mali for the fiscal years ended June 30, 2023, 2022 and 2021. The amounts for Messrs. Meyer and Kola were denominated in USD, and the amounts for Messrs. Heilbron and Mali was denominated and paid in ZAR and converted into USD at the average exchange rate for the year in which the amount was earned. The amount of the bonus paid to Mr. Smith in fiscal 2022 includes the sum of $50,000 and $129,139 (which was denominated and paid in ZAR and has been converted into USD at the exchange rate on April 14, 2022, the date the bonus was earned). (4) Represents FASB ASC Topic 718 grant date fair value of restricted stock granted under our stock incentive plan. See note 17 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2023, for the relevant assumptions used in calculating grant date fair value under FASB ASC Topic 718 and for detail regarding any conditions attached to the awards. (5) Represents payments made by us for Mr. Kola's healthcare plan contributions, which are paid in ZAR converted into USD at the applicable monthly average exchange rates for the periods when paid. (6) Fiscal 2023 includes amounts paid to Mr. Smith in his capacity as Chief Accounting Officer. Fiscal 2022 includes amounts paid to Mr. Smith in his capacity as Chief Financial Officer, Treasurer, Secretary and Director to February 28, 2022, and as Chief Accounting Officer from March 1, 2022. Fiscal 2021 and 2020 includes amounts paid to Mr. Smith in his capacity as Chief Financial Officer, Treasurer, Secretary and Director. (7) Includes payments made to Mr. Smith pursuant to his mutual separation agreement, including a payment of outstanding leave of $48,785 and an ex-gratia payment of $135,000, which represents six times his monthly salary of $22,500.

  26. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Mr. Meyer, who served as our Group Chief Executive Officer during fiscal 2023, had total compensation for fiscal year 2023 of $1,432,860, as reflected in the Summary Compensation Table above. We have selected June 30, 2023, as the date to identify our median employee. As of June 30, 2023, we had 2,303 employees and we have used these 2,303 employees as our pay ratio disclosure population. Almost all of our employees included in this population are based in jurisdictions outside of the United States and the vast majority, approximately 99%, of these employees, are employed in South Africa and contribute to our merchant and consumer businesses. We have used the annualized functional currency base salary of our employees included in our pay ratio disclosure population as of June 30, 2023, and calculated the United States dollar equivalent of these salaries by converting the functional currency amounts to United States dollars using exchange rates as of June 30, 2023. We have sorted this list from lowest to highest and we estimate that our median employee had a United States dollar equivalent salary of $8,342 as of June 30, 2023. Mr. Meyer's fiscal year 2023 base salary was approximately 78 times that of our median employee, and Mr. Meyer's fiscal year 2023 total compensation was approximately 172 times that of our median employee's base salary. The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company's workforce, as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules.

  27. GRANTS OF PLAN-BASED AWARDS(1)

    GRANTS OF PLAN-BASED AWARDS(1) The following table provides information concerning non-equity and equity incentive plan awards granted during fiscal 2023 to each of our named executive officers.

  28. GRANTS OF PLAN-BASED AWARDS(1)

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Date of Committee Action | Type of Award | Threshold ($) | Target ($)(3) | Maximum ($) | (#) | ($) | | Chris Meyer | - | 09/29/22 | AC | - | 70% - 140% | 910,000 | | | | | 12/01/22 | 12/01/22 | RS | | | | 111,843 | 257,985 | | Naeem E. Kola | - | 09/29/22 | AC | | 60% - 120% | 540,000 | | | | | 12/01/22 | 12/01/22 | RS | | | | 68,319 | 157,589 | | Steven J. Heilbron | | 09/29/22 | AC | | 60% - 120% | 281,840 | | | | | 12/31/22 | 12/31/22 | RS | | | | 300,000 | 1,365,000 | | | 12/31/22 | 12/31/22 | RS | | | | 225,000 | 1,023,750 | | Lincoln Mali | - | 09/29/22 | AC | - | 60% - 120% | 468,227 | | | | | 12/01/22 | 12/01/22 | RS | | | | 77,706 | 179,242 |

  29. GRANTS OF PLAN-BASED AWARDS(1)

    ___________________ (1) AC (annual cash incentive award); RS (restricted stock). Includes only those columns relating to grants awarded to the named executive officers in fiscal 2023. All other columns have been omitted. (2) On September 29, 2022, the Remuneration Committee approved a fiscal 2023 cash incentive award plan for Messrs. Meyer, Kola, Heilbron and Mali. The plan and the actual payments made thereunder are described in detail under "-Compensation Discussion and Analysis-Elements of 2023 Compensation-Performance-Based Pay-Messrs. Meyer, Kola, Heilbron and Mali-Potential and Actual Payments". There was no threshold for the qualitative portion of the award plan. Messrs. Heilbron and Mali's amounts translated from ZAR to USD using the average rate of exchange for the year ended June 30, 2023. (3) Target represents the expected performance range (refer to "-Compensation Discussion and Analysis-Elements of 2023 Compensation-Performance-Based Pay".

  30. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table shows all outstanding equity awards held by our named executive officers at the end of fiscal 2023. The market value of unvested shares reflected in this table is calculated by multiplying the number of unvested shares by the per share closing price of $3.81 of our common stock on June 30, 2023, the last trading day of the fiscal year.

  31. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Chris Meyer | 117,304(1) | 446,928 | | | | | 58,652(2) | 223,464 | | | | | 58,652(3) | 223,464 | | | | | 157,601(4) | 600,460 | | | | | 111,843(5) | 426,122 | | | | Naeem E. Kola | 126,263(6) | 481,062 | | | | | 68,319(5) | 260,295 | | | | Steven J. Heilbron | 225,000(7) | 857,250 | | | | Lincoln C. Mali | 25,680(8) | 97,841 | | | | | 73,734(9) | 280,927 | | | | | 29,918(10) | 113,988 | | | | | 77,706(5) | 296,060 | | |

  32. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    _________________________________________________________ (1) These shares of restricted stock were awarded in July 2021, and will vest in full on June 30, 2024, subject to the continued employment of the recipient on a full-time basis on the vesting date. (2) These shares of restricted stock were awarded in July 2021 and will vest in full subject to the following conditions: (1) our company achieving our three year financial services plan during the specific measurement period from June 30, 2021 to June 30, 2024, and (2) the recipient is employed by us on a full-time basis on June 30, 2024, when the condition in (1) is met. (3) These shares of restricted stock were awarded in July 2021 and will vest in full subject to the satisfaction of the following conditions: (1) the price of our common stock is equal to or exceeds certain stock price levels during specific measurement periods from June 30, 2021 to June 30, 2024, and (2) the recipient is employed by us on a full-time basis when the condition in (1) is met. (4) These shares of restricted stock were awarded in November and December 2021, and one third of these shares are scheduled to vest on each of July 1, 2022, 2023 and 2024, with vesting conditioned upon continuous service through the applicable vesting date. (5) These shares of restricted stock were awarded in December 2022 and will vest in full subject to the satisfaction of the following conditions: (1) the price of our common stock is equal to or exceeds certain stock price levels during specific measurement periods from December 31, 2022 to December 1, 2025, and (2) the recipient is employed by us on a full-time basis when the condition in (1) is met. (6) These shares of restricted stock were awarded in March 2022, and one third of these shares are scheduled to vest on each of March 1, 2023, 2024 and 2025, with vesting conditioned upon continuous service through the applicable vesting date. (7) These shares of restricted stock were awarded in December 2022, and will vest in full on June 30, 2024, subject to the continued employment of the recipient on a full-time basis on the vesting date. If the Mr. Heilbron's employment is terminated by us without cause then the shares of restricted stock will continue to vest on June 30, 2024, notwithstanding the fact that Mr. Heilbron is no longer an employee of the Issuer. If Mr. Heilbron's employment is terminated for cause, then any unvested shares will be forfeited (8) These shares of restricted stock were awarded in May 2021, and are scheduled to vest on May 1, and 2024, with vesting conditioned upon continuous service through the applicable vesting date. (9) These shares of restricted stock were awarded in May 2021 and will vest in full subject to the satisfaction of the following conditions: (1) the price of our common stock is equal to or exceeds certain stock price levels during specific measurement periods from June 30, 2021 to June 30, 2024, and (2) the recipient is employed by us on a full-time basis when the condition in (1) is met. (10) These shares of restricted stock were awarded in December 2021, and are scheduled to vest on May 1, 2024, with vesting conditioned upon continuous service through the applicable vesting date.

  33. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED There were no stock options exercised by our named executive officers. The following table shows all stock awards that vested during fiscal 2023:

  34. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value Realized on Vesting ($)(1) | | Chris G. B. Meyer | 78,801 | 409,765 | | Naeem E. Kola | 63,131 | 296,716 | | Steven J. Heilbron | 300,000 | 1,365,000 | | | 25,680 | 90,394 | | Lincoln C. Mali | 29,919 | 105,315 |

  35. OPTION EXERCISES AND STOCK VESTED

    ___________________________________________________ (1) The value realized on vesting is calculated as the closing price of our common stock on the vesting date multiplied by the number of common shares of restricted stock that vested.

  36. PAY VERSUS PERFORMANCE DISCLOSURES

    PAY VERSUS PERFORMANCE DISCLOSURES As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company. Refer to the Compensation Discussion and Analysis section for further information concerning our variable pay-for-performance philosophy and how it aligns executive compensation with our performance.

  37. PAY VERSUS PERFORMANCE DISCLOSURES

    | Year | Summary compensation table total for first PEO (1)(5) | Summary compensation table total for second PEO (2)(5) | Summary compensation table total for third PEO (3)(5) | Compensation actually paid to first PEO (1)(6) | Compensation actually paid to second PEO (2) (6) | Compensation actually paid to third PEO (3) (6) | Average summary compensation table total for non-PEO NEOs (4)(7) | Average compensation actually paid to non-PEO NEOs (4)(8) | Value of initial fixed $100 investment based on: | | Net loss $ '000 | Group Adjusted EBITDA ZAR '000 (11) | | | | | | | | | | | Total share- holder return (9) | Peer group total share- holder return (10) | | | | 2023 | N/A | N/A | $1,432,860 | N/A | N/A | $833,154 | $1,283,723 | $925,470 | $42 | $259 | ($35,074) | 497,584 | | 2022 | N/A | N/A | $3,978,441 | N/A | N/A | $3,996,918 | $873,407 | $773,282 | $57 | $167 | ($43,876) | (267,709) | | 2021 | $666,456 | $660,850 | N/A | ($467,628) | $836,675 | N/A | $444,634 | $286,440 | $52 | $130 | ($38,057) | (603,738) | | 2020 | $2,961,432 | N/A | N/A | $2,513,253 | | N/A | $694,485 | $621,990 | $33 | $122 | ($78,358) | (430,933) | | 2019 | $1,109,028 | N/A | N/A | ($803,687) | | N/A | $674,037 | $452,672 | $44 | $110 | ($311,007) | (951,563) |

  38. PAY VERSUS PERFORMANCE DISCLOSURES

    (1) First Principal Executive Officer ("PEO") was Herman G. Kotzé. Mr. Kotzé's employment with the Company terminated on September 30, 2020. (2) Second PEO was Mr. Smith. Mr. Smith served as our interim Chief Executive Officer following the departure of Mr. Kotzé. Mr. Smith was interim Chief Executive Officer from September 2020 through to the appointment of Mr. Meyer in July 2021. Mr. Smith is not included in the group of Named Executive Officers ("NEOs") in fiscal 2021. (3) Third PEO is our current Group Chief Executive Officer, Mr. Meyer. (4) 2023 comprises four NEOs: Messrs. Kola, Heilbron, Mali, and Smith; 2022 comprises four NEOs: Messrs. Kola (from March 1, 2022), Heilbron (from April 14, 2022), Mali and Smith; 2021 comprises three NEOs: Messrs. Mali (from May 1, 2021), Nunthakumarin Pillay (terminated employment on April 30, 2021), and Phillip S. Meyer (terminated employment on October 30, 2020); 2020 comprises four NEOs: Messrs. Smith, N. Pillay, P.S. Meyer, and Phil-Hyun Oh (terminated employment on March 9, 2020); and 2019 comprises five NEOs: Messrs. Smith, N. Pillay, P.S. Meyer, Oh and Nitin Soma (terminated employment on June 30, 2019). (5) Represents the amount of total compensation reported for each PEO for each corresponding fiscal year in the "Total" column of the Summary Compensation Table for each applicable fiscal year. (6) Represents the amount of "compensation actually paid" to the first, second and third PEO's respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the respective PEO during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the respective PEO's total Summary Compensation Table compensation for each year to determine the compensation actually paid:

  39. PAY VERSUS PERFORMANCE DISCLOSURES

    | | First PEO | | | | Second PEO | | | | Third PEO | | | | | Year | Summary compen- sation table total | Reported value of equity awards (a) | Equity award adjustments (b) | Compen- sation actually paid | Summary compen-sation table total | Reported value of equity awards (a) | Equity award adjustments (b) | Compen- sation actually paid | Summary compen- sation table total | Reported value of equity awards (a) | Equity award adjustments (b) | Compen- sation actually paid | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | $1,432,860 | ($257,985) | ($341,721) | $833,154 | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | $3,978,441 | ($2,548,441) | $2,566,918 | $3,996,918 | | 2021 | $666,456 | ($225,116) | ($908,968) | ($467,628) | $660,850 | ($265,200) | $441,025 | $836,675 | N/A | N/A | N/A | N/A | | 2020 | $2,961,432 | ($1,352,700) | $904,521 | $2,513,253 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2019 | $1,109,028 | ($161,820) | ($1,750,895) | ($803,687) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

  40. PAY VERSUS PERFORMANCE DISCLOSURES

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable fiscal year. (b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; an d(v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year (there were no adjustments related to item (vi)). The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows (only applicable years presented for each respective PEO):

  41. PAY VERSUS PERFORMANCE DISCLOSURES

    | Year | (i) Year End Fair Value of Unvested Covered Year Equity Awards | (ii) Year over Year Change in Fair Value of Outstanding and Unvested Prior Year Equity Awards | (iii) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv) Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (v) Awards Granted in Prior Fiscal Years that are Determined to Fail to Meet the Applicable Vesting Conditions During the Applicable Fiscal Year | Equity award adjustments | | | First PEO | | | | | | | 2021 | $0 | $0 | $0 | $95,818 | ($1,004,786) | ($908,968) | | 2020 | $1,015,360 | ($155,066) | $0 | $44,227 | $0 | $904,521 | | 2019 | $94,105 | ($480,000) | $0 | $0 | ($1,365,000) | ($1,750,895) | | | Second PEO | | | | | | | 2021 | $252,450 | $157,657 | $0 | $30,918 | $0 | $441,025 | | | Third PEO | | | | | | | 2023 | $203,927 | ($550,377) | $0 | $4,729 | $0 | ($341,721) | | 2022 | $2,267,323 | $0 | $299,595 | $0 | $0 | $2,566,918 |

  42. PAY VERSUS PERFORMANCE DISCLOSURES

    (7) Represents the average of the amounts reported for our non-PEO NEOs as a group in the "Total" column of the Summary Compensation Table in each applicable fiscal year. (8) Represents the average amount of "compensation actually paid" to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total Summary Compensation Table compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:

  43. PAY VERSUS PERFORMANCE DISCLOSURES

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards (a) | Average Equity Award Adjustments (b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,283,723 | ($681,395) | $323,142 | $925,470 | | 2022 | $873,407 | ($417,458) | $317,333 | $773,282 | | 2021 | $444,634 | ($221,262) | $63,068 | $286,440 | | 2020 | $694,485 | ($236,925) | $164,430 | $621,990 | | 2019 | $674,037 | ($72,036) | ($149,329) | $452,672 |

  44. PAY VERSUS PERFORMANCE DISCLOSURES

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable fiscal year. (b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) are as discussed above in footnote (6)(b), and there were no adjustments related to item (vi) in footnote (6)(b). The amounts deducted or added in calculating the equity award adjustments for our non-PEO NEOs are as follows:

  45. PAY VERSUS PERFORMANCE DISCLOSURES

    | Year | (i) Average Year End Fair Value of Unvested Covered Year Equity Awards | (ii) Year over Year Average Change in Fair Value of Outstanding and Unvested Prior Year Equity Awards | (iii) Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv) Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (v) Average Awards Granted in Prior Fiscal Years that are Determined to Fail to Meet the Applicable Vesting Conditions During the Applicable Fiscal Year | Average Equity award adjustments | | 2023 | $280,876 | ($159,394) | $341,250 | ($36,790) | ($102,800) | $323,142 | | 2022 | $267,099 | $16,754 | $23,036 | $14,944 | ($4,500) | $317,333 | | 2021 | $193,949 | $0 | $0 | $22,725 | ($153,606) | $63,068 | | 2020 | $177,840 | ($22,483) | $0 | $20,552 | ($11,479) | $164,430 | | 2019 | $38,753 | ($66,536) | $0 | ($11,911) | ($109,635) | ($149,329) |

  46. PAY VERSUS PERFORMANCE DISCLOSURES

    (9) Cumulative total shareholder return ("TSR") is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. (10) Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the group includes Block Inc; Fawry for Banking & Payment Technology; GHL Systems Bhd; Kakaopay Corp; Moneylion Inc.; Network International Holdings; Pagseguro Digital Ltd; PayPoint PLC and StoneCo Ltd. (11) Group Adjusted EBITDA is the most significant performance measure used to link our company's performance to compensation paid to our PEO and non-PEO NEO's. Group Adjusted EBITDA is a non-GAAP measure and represents is calculated as earnings (net income attributable to Lesaka) before interest, tax, depreciation and amortization ("EBITDA"), adjusted for non-operational transactions (including loss on disposal of equity-accounted investments, gain related to fair value adjustments to currency options), (earnings) loss from equity-accounted investments, stock-based compensation charges, lease adjustments and once-off items. Lease adjustments reflect lease charges and once-off items represents non-recurring expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued.

  47. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Under the terms of their employment agreements, our named executives are entitled to three months written notice before any termination would take effect. Our Amended and Restated 2022 Stock Incentive Plan ("2022 Plan") includes change-in-control provisions related to equity awards granted. If the parties to any change-in-control transactions do not permit the assumption, continuation or substitution of awards under the 2022 Plan then the 2022 Plan and any awards granted under it shall terminate. In such case, except as may be otherwise provided in relevant stock award agreements, all options and stock appreciation rights with time-based vesting conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the change-in-control shall become fully vested and exercisable as of the effective time of the change-in-Control. All other awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the change-in-control, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a change-in-Control in the Remuneration Committee's discretion or to the extent specified in the relevant award agreement(s). In the event of such termination: we shall have the option (in our sole discretion) to make or provide for a payment, in cash or in kind, to the participants holding options and stock appreciation rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the sale price multiplied by the number of shares subject to outstanding options and stock appreciation rights (to the extent then exercisable at prices not in excess of the sale price) and (B) the aggregate exercise price of all such outstanding options and stock appreciation rights (provided that, out of the money stock options and stock appreciation rights shall be cancelled for no consideration); or each grantee shall be permitted, within a specified period of time prior to the consummation of the change-in-control as determined by the Remuneration Committee, to exercise all outstanding options and stock appreciation rights (to the extent then exercisable) held by such participant. Our company shall also have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other awards in an amount equal to the sale price multiplied by the number of vested shares under such awards. The treatment of awards upon a change-in-control may vary among the award types and participants in the sole discretion of the Remuneration Committee. Unless otherwise determined by our Board (on the same basis or on different bases as the Remuneration Committee shall specify), any repurchase rights or other rights of our company that relate to an award shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for an award. On the assumption that all restricted stock awards vested in a change-in-control transaction or our Remuneration Committee waived all vesting conditions (including performance conditions) regarding a change-in-control transaction closing, in either case, on June 30, 2023, using our June 30, 2023, closing price of $3.81 and unvested restricted stock awards of 1,062,353 shares, we would make a potential payment of $4.1 million to our executive officers, comprising $1.9 million, $0.5 million, $0.9 million and $0.8 million to Messrs. Meyer, Kola, Heilbron and Mali, respectively.