DEF 14A of Lesaka Technologies Inc
Filed Oct 29, 2025 · FY20250001062993-25-016371
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 ten of our current directors (see "Information Regarding the Nominees" for information on all directors), each for a one-year term. Mr. Kola will not be standing for re-election. 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. If 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.
Information Regarding the Nominees
Information Regarding the Nominees
Information Regarding the Nominees
| Antony Ball 66 years old Director since 2020 | Mr. Ball is co-founder and chairman of Value Capital Partners Proprietary Limited, a South African based investment firm ("VCP"). 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. Mr. Ball led Brait's investment in Lesaka in 2004, and served as a non-executive director of Brait until 2012. Mr. Ball has a B Comm (Hons) from UCT, is a Chartered Accountant (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 his 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 Gobodo 64 years old Director since 2021 | Ms. Gobodo was the first black female to qualify as a chartered accountant in South Africa and brings a wealth of accounting and auditing experience spanning over 35 years. She also has extensive experience as a non-executive director, having served on many boards including Clicks Group Limited, PPC Limited and Shoprite Holdings Limited (all JSE listed), Mercedes Benz, Imperial, and the SA Maritime Authority. She has also served on the South Africa Revenue Service's 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 Nkululeko 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. | | Steven Heilbron 60 years old Director since 2022 | Mr. Heilbron has been the head of business development and mergers & acquisitions at Lesaka since 1 January 2023. Mr. Heilbron has over three 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 which acquired Cash Connect Management Solutions Proprietary Limited in 2013, where he served as CEO until joining Lesaka. Mr. Heilbron has presided over a number of key acquisitions undertaken by the Lesaka group, including the acquisition of Adumo, Touchsides, Recharger and, most recently, the intended acquisition of Bank Zero. He is a CA(SA). 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 Mali 57 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' experience 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. |
Information Regarding the Nominees
| Ali Mazanderani 43 years old Director since 2020 | Mr. Mazanderani has been our executive chairman since February 1, 2024. He is a fintech investor and entrepreneur. He is the co-founder and chairman of Teya, a pan-European fintech. He is a non-executive director on the board of Thunes (Singapore-based cross border payments company) and Kushki (Latin American payments company) and is the vice president of The European Digital Payments Industry Alliance (EDPIA). He was previously on the board of several other leading payments companies globally, including StoneCo (Nasdaq: STNE) in Brazil from 2016 to 2022 and Network International Holdings Plc (LSE: NETW) in the Middle East from 2020 to 2021. He was formerly a partner at Actis, a London-based emerging market private equity firm, where he led multiple landmark fintech investments globally. Prior to his career at Actis, Mr. Mazanderani advised private equity and corporate clients for OC&C Strategy Consultants in London and served as lead strategy consultant for First National Bank based in Johannesburg. Mr. Mazanderani is a Finance Leaders Fellow at the Aspen Institute and a member of the Aspen Global Leadership Network. He holds postgraduate degrees in Economics from the University of Pretoria, Oxford University and the London School of Economics, an MBA from INSEAD and a Masters in Business Law from the University of St Gallen. 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 61 years old Director since 2023 | Ms. Naidoo is an experienced non-executive director and currently serves on the boards of OUTsurance Holdings Limited (JSE: OUT), a leading South African insurance company with operations in South Africa, Australia and Ireland; RFG Holdings Limited (JSE: RFG), a convenience meals solutions in South Africa; and Fortress Real Estate Investments Limited ( JSE: FFB), a property investment company with investments in South Africa, Central and Eastern Europe. She 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 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, and her entrepreneurial track record are essential qualities required by our Board. | | Kuben Pillay 65 years old Director since 2020 | Mr. Pillay has been our lead independent director since February 1, 2024, and was previously our independent non-executive chairman from June 2020 until January 2024. He serves on a number of South African public corporate boards, including as independent non-executive chairman of Sabvest Limited (JSE: SBP) and lead independent director of OUTsurance (JSE: OUT). He was the non-executive chairman of the Primedia Group from 2014 to 2017, and also served as its group CEO from 2009 to 2014. Mr. Pillay was also an independent non-executive director of Transaction Capital Limited (JSE: TCP). Mr. Pillay was a managing financial partner at public interest law firm, Cheadle Thompson and Haysom, from 1993 to 1995 before joining Mineworkers Investment Company in 1996 as a founding executive director, and later serving as the non-executive chairman from 2007 to 2014. 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. |
Information Regarding the Nominees
| Ekta Singh-Bushell 53 years old Director since 2018 | Ms. Singh-Bushell serves on global technology public and private corporate boards. She is a member of the board, chair of the compensation committee, and member of the nominating and governance, finance and capital allocation and technology committees for Huron Consulting Group (NASDAQ: HURN), a global consulting company offering services to healthcare, higher education, and commercial industries; ChargePoint, Inc. (NYSE: CHPT), a leading global EV charging as a service company, where she is a member of the audit committee. Formerly she served on the board, chair of audit committee and COO of Dragos Inc., a global cybersecurity firm focused on industrial control systems. She has served on multiple global technology boards in the past - Cisco (NASDAQ: CSCO), an industry-leading portfolio of technology innovations, which securely connects industries and communities through networking, security, collaboration, cloud management, and other services; TTEC Holdings Inc. (NASDAQ: TTEC) a global customer experiences company, Designer Brands Inc. (NYSE: DBI) and Datatec Limited (JSE: DTC), an international ICT solutions and services group, where she served as the lead independent director. She has chaired multiple audit, remuneration, nomination and technology and information security 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 global 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 Ms. Singh-Bushell's other board commitments and roles, and determined that these commitments would 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. | | Dan Smith 53 years old Director since 2024 | Mr. Smith has been our Group Chief Financial Officer since October 1, 2024. He has held various roles in the financial services sectors in South Africa and the United Kingdom. Mr. Smith is a director of ADvTECH Limited (JSE: ADH), a pan-Arican education and resourcing group. He founded DLS Advisors in 2020 and was its CEO until joining VCP in 2021, where he was a partner and director until September 2024. Prior to that, he was employed by Standard Bank South Africa for a number of years, where he accumulated vast corporate finance experience, including leading the mergers & acquisitions investment banking team. He holds a Bachelor of Commerce, a Bachelor of Accounting and a Higher Diploma in Taxation Law from the University of Witwatersrand and is a Chartered Accountant (SA). He is a Graduate of the Oxford Fintech Programme from the Said Business School, University of Oxford. He also has an Advanced Valuation Techniques certification from the Gordon Institute of Business Science and a Diploma in Strategic Client Management from the UCT Graduate School of Business. The Board believes that Mr. Smith's strong leadership skills, his financial and accounting expertise and experience with corporate transactions and capital markets make him well-suited to serve as a director. | | Dean Sparrow 50 years old Director since 2024 | Mr. Sparrow has close to 25 years' experience of investing in information & communications technology businesses in Africa (eight years has been specifically focused on fintech) with a background in corporate finance. His experience is broad and extends from pure investor to corporate development to hands-on responsibility within the senior finance and executive leadership functions at both the operational and corporate levels. As the previous CEO of Capital Eye Investments, Mr. Sparrow was responsible for driving the strategic positioning and growth of the private equity investment vehicle with a focus on technology and technology dependent businesses within the African emerging market. Mr. Sparrow is currently the Group CEO of Crossfin Holdings (RF) Proprietary Limited ("Crossfin"), a fintech investment platform, and has held this position since its formation in May 2017. Crossfin had an indirect holding in Adumo Technologies (RF) Proprietary Limited, which is a subsidiary of Lesaka Technologies, Inc. He holds a Bachelor of Commerce Degree and Honours in Accounting from the University of South Africa and is a Chartered Accountant (SA). The Board believes that Mr. Sparrow's leadership, financial technology, private equity and financial and accounting experience provide necessary and desired skills, experience and perspective to our Board. |
Our director nominees' core competencies and capabilities - out of 10 nominee directors
Our director nominees' core competencies and capabilities - out of 10 nominee directors
Our director nominees' core competencies and capabilities - out of 10 nominee directors
| Public company board (10) | 6 | | | | 4 | | Senior executive leadership (10) | 6 | | | | 4 | | Global business (8) | 4 | | 4 | | | | Financial technology (8) | 4 | | 4 | | | | People and culture (10) | 5 | | | | 5 | | Environment and climate (4) | 3 | 1 | | | | | Corporate governance / law (10) | 6 | | | | 4 | | Accounting / finance (8) | 5 | | | 3 | | | Risk management oversight (10) | 6 | | | | 4 | | Mergers and acquisitions (10) | 6 | | | | 4 | | Sales, brand and marketing (5) | 3 | 2 | | | |
Our director nominees' core competencies and capabilities - out of 10 nominee directors
| non-executive | executive | total directors |
Our director nominees' core competencies and capabilities - out of 10 nominee directors
The Nominating and Corporate Governance Committee may further consider the advantages of diversity in candidates' perspectives, backgrounds, and experiences, as well as the benefits arising from constructive working relationships among Board members. Other than provisions articulated in the Corporate Governance Guidelines, the Committee does not maintain a formal diversity policy.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Directors who are also executive officers do not receive separate compensation for their services as directors. During fiscal 2025, our non-employee directors received compensation as described below.
COMPENSATION OF DIRECTORS
| Name | Fiscal 2025 Total Fee Arrangement ($)(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Stock Options ($) | Other ($)(2) | Total ($) | | Antony Ball | 136,000 | 136,000 | - | - | 20,400 | 156,400 | | Nonku Gobodo | 150,500 | 150,500 | - | - | 22,474 | 172,974 | | Javed Hamid(3) | 130,000 | 32,500 | - | - | - | 32,500 | | Chris Meyer(3) | 105,000 | 26,250 | - | - | - | 26,250 | | Venessa Naidoo(4) | 130,000 | 128,750 | - | - | 19,264 | 148,014 | | Monde Nkosi(3) | 110,000 | 27,500 | - | - | 4,125 | 31,625 | | Kuben Pillay | 228,000 | 228,000 | - | - | 34,185 | 262,185 | | Ekta Singh-Bushell | 192,500 | 192,500 | - | - | - | 192,500 | | Dean Sparrow((5)) | 105,000 | 78,750 | - | - | - | 78,750 |
COMPENSATION OF DIRECTORS
(1) Column represents total fiscal 2025 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 Messes. Gobodo and Naidoo's compensation and reimbursed to them. (3) Mr. Hamid resigned effective September 30, 2024, and Messrs. Meyer and Nkosi resigned effective October 1, 2024. Fees paid to these non-employee directors have been pro-rated for the period of service as a non-employee director during fiscal 2025 (4) Ms. Naidoo joined the remuneration committee in October 2024 and fees paid to Ms. Naidoo include the pro-rated fees for the period of service on the remuneration committee during fiscal 2025. (5) Mr. Sparrow was a non-employee director from October 1, 2024, and joined the capital allocation committee in October 2024 and fees paid to Mr. Sparrow have been pro-rated for the period of service as a non-employee director during fiscal 2025. 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 2024, 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. The peer group comprised: Altron Limited, Blue Label Telecoms Limited; Cantaloupe, Inc.; Capital Appreciation Limited; Cass Information Systems, Inc.; CSG Systems International, Inc.; Dave Inc.; EVERTEC, Inc.; Everi Holdings Inc.; Green Dot Corporation; IDT Corporation; Everi Holdings Inc.; Medallion Financial Corp.; Model N, Inc.; MoneyLion Inc.; PayPoint plc; Repay Holdings Corporation; Synchronoss Technologies, Inc.; and Transaction Capital Limited.
Highlighted Compensation 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 November 2023, 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 | |
Fiscal 2025 Compensation Summary
Fiscal 2025 Compensation Summary Base Salary. To ensure competitive remuneration and parity the annual base salaries of the executives were adjusted.Effective September 1, 2024, Mr. Mali's annual base salary increased by 3.5% to ZAR 7,500,000, Mr. Heilbron's annual base salary increased by 14.3% to $400,000 and Mr. Kola's annual base salary was adjusted down by 11% to $400,000. On February 1, 2025, Mr. Mazanderani's base salary was adjusted to $600,000 to include a $100,000 travel allowance as part of the cash salary. Performance-Based Annual Cash Incentive. Messrs. Smith, Kola, Heilbron and Mali received payments of ZAR 1,350,000 ($75,419); $40,000; $40,000 and ZAR 2,250,000 ($125,698), respectively, under the quantitative component of our cash incentive award plan, and representing 47%; 14%; 28% and 63% of the maximum expected performance range for the quantitative component of the award. Messrs. Smith, Kola, Heilbron and Mali received payments of ZAR 3,150,000 ($172,978); $40,000; $200,000 and ZAR 1,875,000 ($104,749), respectively, under the qualitative component of our cash incentive award plan, and representing 73%; 21%; 60% and 35% of the maximum expected performance range for the qualitative component of the award. Messrs. Smith and Mali amounts converted to U.S. dollars at the average rate of exchange for fiscal 2025. Long-Term Equity Based Incentives. On October 1, 2024 our Board awarded 100,000 shares of restricted stock to Mr. Smith. The shares will vest in three equal tranches over a three-year period commencing October 1, 2025, and is subject to Mr. Smith's continuous employment through each vesting date. In November 2024, we awarded 150,000 shares of restricted stock to each of Messrs. Kola and Mali and 120,000 shares of restricted stock to Mr. Smith. These share awards will only vest if our share price quoted on the Nasdaq grows on an annual compound basis of 15% per annum off a base of $5.00 over a measurement period from September 30, 2024 to September 30, 2027. The shares are earned 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 unearned shares of restricted stock which are available to be earned 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. Kola, Mali and Smith's continued employment with us through to September 30, 2027. Mr. Heilbron was awarded 350,000 options at $6.00 and 250,000 options at $8.00 per option, effective December 31, 2024; 100,000 options at $8.00, 150,000 options at $11.00, and 150,000 options at $14.00 per option, effective January 2, 2025. These awards are subject to Mr. Heilbron's continuous employment with us until December 31, 2026, with options exercisable from that date and expiring on January 31, 2029.
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.
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.
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 comprises a broad spectrum of companies, which range significantly in size from a revenue, profitability and enterprise value perspective. The peer group consists 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. During fiscal 2024 the Remuneration Committee engaged Pay Governance to assist it with a peer group analysis. The peer group includes U.S. and South African listed companies, and consists of the following companies: Altron Limited, Blue Label Telecoms Limited; Cantaloupe, Inc.; Capital Appreciation Limited; Cass Information Systems, Inc.; CSG Systems International, Inc.; Dave Inc.; EVERTEC, Inc.; Everi Holdings Inc.; Green Dot Corporation; IDT Corporation; Everi Holdings Inc.; Medallion Financial Corp.; Model N, Inc.; MoneyLion Inc.; PayPoint plc; Repay Holdings Corporation; Synchronoss Technologies, Inc.; and Transaction Capital Limited. 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 the Executive Chairman and approved by the Remuneration Committee.
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.
Messrs. Smith, Kola, Heilbron and Mali
| 2025 Quantitative and Qualitative portions of cash incentive award plan(1) | | | | | | | | | Expected performance range | | | | | | | | | Quantitative | | Qualitative | | | | | Threshold | From | To | From | To | Total(2) | | Dan Smith | | | | | | | | Potential payment | | | | | | | | | - | 8% | 48% | 12% | 72% | 120% | | | - | 26,816 | 160,894 | 40,224 | 241,341 | 402,235 | | Actual payment(3) (4) | | | | | | | | | | | | | | 63% | | | | | | | | 251,397 | | Naeem Kola | | | | | | | | Potential payment | | | | | | | | | - | 12% | 72% | 8% | 48% | 120% | | | - | 48,000 | 288,000 | 32,000 | 192,000 | 480,000 | | Actual payment | | | | | | | | | | | | | | 19% | | | | | | | | 80,000 | | Steven Heilbron | | | | | | | | Potential payment | | | | | | | | | - | 6% | 36% | 14% | 84% | 120% | | | - | 24,000 | 144,000 | 56,000 | 336,000 | 480,000 | | Actual payment | | | | | | | | | | | | | | 61% | | | | | | | | 240,000 | | Lincoln Mali(4) | | | | | | | | Potential payment | | | | | | | | | - | 8% | 48% | 12% | 72% | 120% | | | - | 33,520 | 201,117 | 50,279 | 301,676 | 502,793 | | Actual payment | | | | | | | | | | | | | | 46% | | | | | | | | 230,447 |
Equity grants
Equity grants
Time-based Equity Incentive Awards
Time-based Equity Incentive Awards On October 1, 2024 our board awarded 100,000 restricted stock to Mr. Smith. The shares will vest in three equal tranches over a three-year period commencing October 1, 2025, and is subject to Mr. Smith's continuous employment through each vesting date.
Performance-based Equity Incentive Awards
Performance-based Equity Incentive Awards In November 2024, the board awarded 150,000 shares of restricted stock to Messrs. Kola and Mali, respectively, and 120,000 to Mr. Smith. These share awards will only vest if our share price quoted on the Nasdaq grows on an annual compound basis of 15% per annum off a base of $5.00 over a measurement period from September 30, 2024 to September 30, 2027. The shares are earned 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 to be earned 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. Smith, Kola and Mali's continued employment with us through to September 30, 2027.
Stock options awarded
Stock options awarded Mr. Heilbron was awarded 350,000 options at $6.00 and 250,000 options at $8.00 per option, effective December 31, 2024; 100,000 options at $8.00, 150,000 options at $11.00, and 150,000 options at $14.00 per option, effective January 2, 2025. These awards are subject to continuous employment with Lesaka until December 31, 2026, with options exercisable from that date and expiring on January 31, 2029.
The Remuneration Committee's Advisors
The Remuneration Committee's Advisors In February 2024, the Remuneration Committee retained Pay Governance, an independent advisor, to assist with (i) a peer benchmarking analysis for our non-employee director compensation (ii) a peer benchmarking analysis for our executive officer's compensation and (iii) to perform a summary review from a risk perspective of our executive compensation. The Remuneration Committee has the sole authority to select, compensate and terminate its external advisors. The Remuneration Committee has determined, based on its analysis of NASDAQ requirements, that the work of Pay Governance and the individual compensation advisors employed by Pay Governance as compensation consultants to us has not created any conflict of interest.
Policies and Practices Regarding the Timing of Option Grants
Policies and Practices Regarding the Timing of Option Grants The Remuneration Committee generally approves annual equity awards for officers at its regularly scheduled meetings, which are set in advance. The Committee does not time the granting of awards in coordination with the release of material non-public information ("MNPI"). The Committee may grant equity awards to new hires or for retention purposes outside of the annual grant cycle, but such grants are not timed to take advantage of MNPI. The Committee does not take MNPI into account when determining the timing or terms of equity awards, and we do not time the disclosure of MNPI for the purpose of affecting the value of executive compensation. During fiscal year 2025, we did not grant any stock options or stock appreciation rights to named executive officers within the period beginning four business days before and ending one business day after the filing of a periodic report or the filing or furnishing of a Form 8-K that discloses MNPI. Therefore, no tabular disclosure is required under Item 402(x)(2) of Regulation S-K.
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 2025, 2024 and 2023.
SUMMARY COMPENSATION TABLE(1)
| Name and Principal Position | Year | Salary (2) ($) | Bonus (3) ($) | Stock Awards (4) ($) | Option Awards (5) ($) | Non-Equity Incentive Plan Compensation (6) ($) | All Other Compensation ($) | Total ($) | | Ali Mazanderani, Executive Chairman and Director | 2025 | 541,667 | - | - | - | - | 67,682(7) | 609,349 | | | 2024 | 208,333 | - | - | 5,480,000 | - | 20,892(7) | 5,709,225 | | Dan Smith, Group Chief Financial Officer and Director | 2025 | 246,886 | - | 911,200 | - | 251,397 | - | 1,409,483 | | Naeem Kola, Group Chief Operating Officer and Director | 2025 | 412,500 | - | 526,500 | - | 80,000 | 12,000(8) | 1,031,000 | | | 2024 | 450,000 | - | 259,031 | - | 377,551 | 10,886(8) | 1,097,468 | | | 2023 | 450,000 | - | 157,589 | - | 286,380 | 9,805(8) | 903,774 | | Steven Heilbron, Head of Mergers & Acquisitions and Corporate Development | 2025 | 391,667 | - | - | 842,000 | 240,000 | - | 1,473,667 | | | 2024 | 350,000 | 72,366 | 983,250 | - | 327,634 | - | 1,733,250 | | | 2023 | 296,682 | - | 2,388,750 | - | 318,185 | - | 3,003,617 | | Lincoln Mali, Chief Executive Officer: Southern Africa and Director | 2025 | 410,709 | - | 526,500 | - | 230,447 | - | 1,167,656 | | | 2024 | 385,120 | - | 253,702 | - | 427,027 | - | 1,065,849 | | | 2023 | 394,609 | - | 179,242 | - | 289,867 | - | 863,718 |
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 2025, 2024 or 2023. All other columns have been omitted. Mr. Mazanderani was appointed as our Executive Chairman on February 1, 2024. Mr. Smith's was appointed as our Group Chief Financial Officer effective October 1, 2024. (2) Mr. Heilbron's salary for fiscal 2023 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. Messrs. Smith and Mali's salary was denominated and paid in ZAR, and has been converted into USD at the average exchange rate for that applicable period. (3) The Remuneration Committee awarded Mr. Heilbron a discretionary bonus of $72,366 related to the additional effort expended by Mr. Heilbron related to the Adumo transaction. The applicable amount for Mr. Heilbron was denominated and paid in USD. (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, 2025, 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 FASB ASC Topic 718 grant date fair value of 500,000 stock options granted under the 2022 Plan to Mr. Mazanderani as well as 4,000,000 stock options granted to Mr. Mazanderani following approval obtained from our shareholders. Also includes 1,000,000 stock options granted under the 2022 plan to Mr. Heilbron. See note 17 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2025, for the relevant assumptions used in calculating grant date fair value under FASB ASC Topic 718. (6) Non-equity incentive plan compensation represents amounts earned by Messrs. Smith, Kola, Heilbron and Mali for the fiscal years ended June 30, 2025, 2024 and 2023. The amounts for Messrs. Kola and Heilbron (for 2025 and 2024) were denominated in USD, and the amounts for Messrs. Smith, Heilbron (for 2023 only) 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. (7) Represents reimbursement of certain business travel expenses incurred by Mr. Mazanderani during the seven months to January 2025 and the five months to June 30, 2024, and which is capped at an amount of $100,000 during a 12-month period from February 1, 2024 to January 31, 2025. (8) Represents payments made by us for Mr. Kola's healthcare plan contributions which, until May 2024, were paid in ZAR converted into USD at the applicable monthly average exchange rates for the periods when paid, and from June 2024, were paid in USD.
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE Mr. Mazanderani had total compensation for fiscal year 2025 of $609,349, as reflected in the Summary Compensation Table above. We have selected June 30, 2025, as the date to identify our median employee. As of June 30, 2025, we had 3,719 employees and we have used these 3,719 employees as our pay ratio disclosure population. 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. We have used the annualized functional currency base salary of our employees included in our pay ratio disclosure population as of June 30, 2025, 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, 2025. We have sorted this list from lowest to highest and we estimate that our median employee had a United States dollar equivalent salary of $9,601 as of June 30, 2025. Mr. Mazanderani's grossed-up annualized fiscal year 2025 base salary was approximately 64 times that of our median employee. The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company's workforce, as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules.
GRANTS OF PLAN-BASED AWARDS(1)
GRANTS OF PLAN-BASED AWARDS(1) The following table provides information concerning non-equity and equity incentive plan awards granted during fiscal 2025 to each of our named executive officers.
GRANTS OF PLAN-BASED AWARDS(1)
| | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Date of Committee Action | Type of Award | Threshold ($) | Target ($)(3) | Maximum ($) | (#) | ($) | | Dan Smith | - | 11/05/2024 | AC | - | 20% - 120% | 402 235 | | | | | 10/01/2024 | 10/01/2024 | RS | | | | 100,000 | 490,000 | | | 11/05/2024 | 11/05/2024 | RS | | | | 120 000 | 421 200 | | Steven Heilbron | | 11/05/2024 | AC | | 20% - 120% | 480 000 | | | | | 11/05/2024 | 11/05/2024 | SO | | | | 1 000 000 | 842 000 | | Naeem Kola | - | 11/05/2024 | AC | | 20% - 120% | 480 000 | | | | | 11/05/2024 | 11/05/2024 | RS | | | | 150 000 | 526 500 | | Lincoln Mali | - | 11/05/2024 | AC | | 20% - 120% | 502,793 | | | | | 11/05/2024 | 11/05/2024 | RS | | | | 150,000 | 526,500 |
GRANTS OF PLAN-BASED AWARDS(1)
| (1) SO (stock option); AC (annual cash incentive award); RS (restricted stock). Includes only those columns relating to grants awarded to the named executive officers in fiscal 2025. All other columns have been omitted. | | (2) On November 5, 2024, the Remuneration Committee approved a fiscal 2025 cash incentive award plan for Messrs. Smith, Heilbron, Kola and Mali. The plan and the actual payments made thereunder are described in detail under "-Compensation Discussion and Analysis-Elements of 2025 Compensation-Performance-Based Pay-Messrs. Smith, Heilbron, Kola and Mali-Potential and Actual Payments". There was no threshold for the qualitative portion of the award plan. Messrs. Smith and Mali's amount translated from ZAR to USD using the average rate of exchange for the year ended June 30, 2025. | | (3) Target represents the expected performance range (refer to "-Compensation Discussion and Analysis-Elements of 2025 Compensation-Performance-Based Pay". |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END (1)
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END (1) The following table shows all outstanding equity awards held by our named executive officers at the end of fiscal 2025. 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 $4.49 of our common stock on June 30, 2025, the last trading day of the fiscal year.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END (1)
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexer- cised Options (#) Exercisable | Number of Securities Underlying Unexer- cised Options (#) Unexer- cisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ali Mazanderani | 500,000 | - | $3.50 | 1/31/2029 | | | | | | | - | 1,000,000 | $6.00 | 1/31/2029 | | | | | | | - | 1,000,000 | $8.00 | 1/31/2029 | | | | | | | - | 1,000,000 | $11.00 | 1/31/2029 | | | | | | | - | 1,000,000 | $14.00 | 1/31/2029 | | | | | | Dan Smith | | | | | 100,000(1) | 449,000 | | | | | | | | | 120,000(2) | 538,800 | | | | | - | 350,000 | $6.00 | 1/31/2029 | | | | | | | - | 250,000 | $8.00 | 1/31/2029 | | | | | | | - | 100,000 | $8.00 | 1/31/2029 | | | | | | | - | 150,000 | $11.00 | 1/31/2029 | | | | | | Steven Heilbron | - | 150,000 | $14.00 | 1/31/2029 | | | | | | Naeem Kola | | | | | 68,319(3) | 306,752 | | | | | | | | | 56,250(4) | 252,563 | | | | | | | | | 150,000(2) | 673,500 | | | | Lincoln Mali | | | | | 77,706(3) | 348,900 | | | | | | | | | 55,093(4) | 247,368 | | | | | | | | | 150,000(2) | 673,500 | | |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END (1)
| (1) These shares of restricted stock were awarded in September 2024, and one third of these shares are scheduled to vest on each of September 30, 2025, 2026 and 2027, with vesting conditioned upon continuous service through the applicable vesting date. | | (2) These shares of restricted stock were awarded in November 2024 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 September 30, 2024 to September 30, 2027, and (2) the recipient is employed by us on a full-time basis when the condition in (1) is met. | | (3) 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 (the condition for full-time employment has been waived for Mr. Meyer following his resignation as of Group Chief Executive Officer). | | (4) These shares of restricted stock were awarded in October 2023 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 September 20, 2024 to November 17, 2026, and (2) the recipient is employed by us on a full-time basis when the condition in (1) is met (the condition for full-time employment has been waived for Mr. Meyer following his resignation as of Group Chief Executive Officer). |
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 2025:
OPTION EXERCISES AND STOCK VESTED
| | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value Realized on Vesting ($)(1) | | | 63,132 | 299,246 | | Naeem Kola | 28,125 | 142,313 | | Steven Heilbron | 225,000 | 983,250 | | Lincoln Mali | 27,546 | 139,383 |
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.
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.
PAY VERSUS PERFORMANCE DISCLOSURES
| Year | Summary compen- sation table total for first PEO (1)(5) | Summary compen- sation table total for second PEO (2)(4) | Compen- sation actually paid to first PEO (1) (5) | Compen- sation actually paid to second PEO (2) (5) | Average summary compen- sation table total for non- PEO NEOs (3)(6) | Average compen- sation actually paid to non- PEO NEOs (3)(7) | Value of initial fixed $100 investment based on: | Net loss $ '000 | Group Adjusted EBITDA ZAR '000 (9) | | | | | | | | | Total shareholder return(8) | | | | 2025 | $609,349 | $0 | ($1,018,451) | $0 | $1,270,452 | $943,940 | $87 | ($87,504) | 922,943 | | 2024 | $5,709,225 | $1,244,097 | $6,371,525 | $1,386,802 | $1,298,856 | $1,347,237 | $91 | ($17,440) | 690,943 | | 2023 | N/A | $1,432,860 | N/A | $833,154 | $1,283,723 | $925,470 | $74 | ($35,074) | 445,450 |
PAY VERSUS PERFORMANCE DISCLOSURES
| (1) First Principal Executive Officer ("PEO") is our current Executive Chairman, Mr. Mazanderani | | (2) Second PEO was Chris Meyer. Mr. Meyer's employment terminated on February 29, 2024. |
PAY VERSUS PERFORMANCE DISCLOSURES
| (3) 2025 comprises four NEOs: Messrs. Smith, Kola, Heilbron and Mali. 2024 comprises three NEOs: Messrs. Kola, Heilbron and Mali. 2023 comprises four NEOs: Messrs. Kola, Heilbron, Mali and Alex M.R. Smith (terminated employment March 1, 2023). |
PAY VERSUS PERFORMANCE DISCLOSURES
| (4) 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. |
PAY VERSUS PERFORMANCE DISCLOSURES
| (5) Represents the amount of "compensation actually paid" to the first and second 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: |
PAY VERSUS PERFORMANCE DISCLOSURES
| | First PEO | | | | Second PEO | | | | | Year | Summary compensation table total | Reported value of equity awards (a) | Equity award adjustments (b) | Compensation actually paid | Summary compensation table total | Reported value of equity awards (a) | Equity award adjustments (b) | Compensation actually paid | | 2025 | $609,349 | $0 | ($1,627,800) | ($1,018,451) | $0 | 0 | 0 | 0 | | 2024 | $5,709,225 | ($5,480,000) | $6,142,300 | $6,371,525 | $1,244,097 | ($441,779) | $584,484 | $1,386,802 | | 2023 | N/A | N/A | N/A | N/A | $1,432,860 | ($257,985) | ($341,721) | $833,154 |
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) |
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 | | | | | | | 2025 | $0 | ($1,803,000) | $0 | $175,200 | $0 | ($1,627,800) | | 2024 | $6,142,300 | $0 | $0 | $0 | $0 | $6,142,300 | | | Second PEO | | | | | | | 2024 | $469,121 | $183,382 | $0 | $155,445 | ($223,464) | $584,484 | | 2023 | $203,927 | ($550,377) | $0 | $4,729 | $0 | ($341,721) |
PAY VERSUS PERFORMANCE DISCLOSURES
| (6) 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. |
PAY VERSUS PERFORMANCE DISCLOSURES
| (7) 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: |
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 | | 2025 | $1,270,452 | ($701,550) | $375,038 | $943,940 | | 2024 | $1,298,856 | ($498,661) | $547,042 | $1,347,237 | | 2023 | $1,283,723 | ($681,395) | $323,142 | $925,470 |
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
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 | | 2025 | $394,525 | ($12,225) | $0 | ($7,262) | $0 | $375,038 | | 2024 | $532,489 | $60,656 | $0 | $69,660 | ($115,763) | $547,042 | | 2023 | $280,876 | ($159,394) | $341,250 | ($36,790) | ($102,800) | $323,142 |
PAY VERSUS PERFORMANCE DISCLOSURES
| (8) 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 our 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. |
PAY VERSUS PERFORMANCE DISCLOSURES
| (9) 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 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, and once-off items. Once-off items represents non-recurring expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued. |
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 Stock Incentive 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 Stock Incentive Plan then the Stock Incentive 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. We also have the option (in our 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. The 4,000,000 stock options awarded to Mr. Mazanderani have change-in-control provisions that are substantively the same as those included in our Stock Incentive Plan. 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, 2025, using our June 30, 2025, closing price of $4.49 and unvested restricted stock awards of 777,368 shares, we would make a potential payment of $3.5 million to our executive officers, comprising $1.2 million, $1.3 million, and $1.0 million to Messrs. Kola, Heilbron, Mali and Smith, respectively.