Lesaka 10-K/A details board and pay structure
Lesaka Technologies, Inc. files an amended annual report to add governance and executive compensation disclosures that were originally expected to come from its proxy statement.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-K/A
Rhea-AI Filing Summary
Lesaka Technologies, Inc. files an amended annual report to add governance and executive compensation disclosures that were originally expected to come from its proxy statement. The amendment updates Part III only and leaves the prior financial and business disclosures unchanged.
The filing describes an 11‑member board with six independent directors and a committee structure covering audit, remuneration, nominating and governance, social and ethics, and capital allocation. It details leadership roles, including an Executive Chairman and a Lead Independent Director, and outlines the board’s approach to risk oversight.
Executive pay is heavily performance-based, combining salary, annual cash incentives and equity awards tied to share price and Group Adjusted EBITDA targets. In fiscal 2025, the CEO’s total compensation of $609,349 was about 64 times the estimated $9,601 median employee salary, while Group Adjusted EBITDA increased over the past three years despite a larger net loss driven by non‑recurring items.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is Lesaka Technologies (LSAK) changing in this 10-K/A filing?
Lesaka is amending its annual report only to add Part III governance and compensation information. These sections were originally expected in the proxy statement. The amendment restates Items 10–14, adds new officer certifications, and leaves all previously filed financial statements unchanged.
How independent is Lesaka Technologies (LSAK) board of directors?
Lesaka reports that six of its eleven directors meet Nasdaq’s independence standards. Independent members chair key committees, including audit, remuneration, and nominating and governance. The board also designates a Lead Independent Director to balance the Executive Chairman’s role and enhance oversight of management.
How are executives at Lesaka Technologies (LSAK) compensated in 2025?
Executive pay blends salary, annual cash incentives and long-term equity awards. Incentives are tied to Group Adjusted EBITDA, segment EBITDA, capital structure and qualitative goals such as culture, M&A execution and customer focus. Equity includes time-based restricted stock, performance-based stock and stock options with multi-year vesting conditions.
What is Lesaka Technologies (LSAK) CEO-to-median employee pay ratio?
For fiscal 2025, Lesaka’s Executive Chairman had total compensation of $609,349. The company estimates its median employee’s salary at $9,601, implying a pay ratio of approximately 64 to 1. Most of Lesaka’s 3,719 employees are based in South Africa, affecting overall pay levels.
How is performance measured for Lesaka Technologies (LSAK) executive bonuses?
Cash incentives use both quantitative and qualitative metrics. Quantitative targets include Group Adjusted EBITDA, segment EBITDA, net debt-to-EBITDA, free cash flow conversion, synergies and acquisition performance. Qualitative goals cover finance modernization, M&A delivery, culture, governance, stakeholder relations and regulatory engagement, with payouts capped as a percentage of salary.
What financial metrics link Lesaka Technologies (LSAK) pay to performance?
Group Adjusted EBITDA is highlighted as the primary performance measure. It adjusts EBITDA for non-operational and once-off items, such as acquisition costs and investment disposals. The company notes growth in Group Adjusted EBITDA over 2023–2025, even as reported net loss increased due to non-recurring charges.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
☒
ACT OF 1934
For the fiscal year ended
OR
☐
EXCHANGE ACT OF 1934
For the transition period from
To
Commission file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)
,
,
,
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
-
-
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
☐
☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Act. Yes
☐
☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
☒
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required
to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit such files).
☒
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act (check one):
☐
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis
of incentive-based compensation received by any of the registrant’s executive officers during the relevant
recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
☐
☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of
December 31, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter),
based upon the closing price of the common stock as reported by The NASDAQ Global Select Market on such
date, was $
. This calculation does not reflect a determination that persons are affiliates for any other
purposes.
As of September 29, 2025,
of treasury shares, were outstanding.
EXPLANATORY NOTE
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new
certifications by our principal executive officer and principal financial officer are filed as Exhibits 31.1 and 31.2
to this Amendment under Item 15 of Part IV hereof. Because no financial statements have been included in this
Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308
of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment
does not amend, update or change any other items or disclosures in the Original Form 10-K. The Original Form
10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events
occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures in the
O
riginal Form 10-K.
2
LESAKA TECHNOLOGIES, INC
INDEX TO ANNUAL REPORT ON FORM 10-K
Year Ended June 30, 2025
Page
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
3
Item 11.
Executive Compensation
12
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
33
Item 13.
Certain Relationships and Related Transactions, and Director Independence
36
Item 14.
Principal Accountant Fees and Services
37
PART IV
Item 15.
Exhibits and Financial Statement Schedules
38
Signatures
39
3
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information about our executive officers is set out in Part I, Item 1 under the caption “Our Executive Officers.” The other
information required by this Item is incorporated by reference to the sections of our definitive proxy statement for our 2025 annual
meeting of shareholders entitled “Board of Directors and Corporate Governance” and “Additional Information.”
The information below sets forth biographical and other information regarding our directors and our executive officers.
4
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.
L
incoln 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.
5
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.
6
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 Saïd 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.
MEETINGS OF THE BOARD AND DIRECTOR INDEPENDENCE
7
Our Board typically holds a regular meeting once every quarter and holds special meetings when necessary. During the fiscal
year ended June 30, 2025, our Board held a total of six meetings. Each of our directors attended at least 75% of the total number of
such meetings and the total number of meetings held by all committees of the Board on which each such director served, during the
period for which each such director served. We encourage each member of the Board to attend the annual meeting of shareholders,
but have not adopted a formal policy with respect to such attendance. Seven out of our eleven directors attended last year’s annual
meeting.
The non-employee directors meet regularly without any management directors or employees present. These meetings are held
on the day of or the day preceding other Board or committee meetings. The Board annually examines the relationships between us and
each of our directors. After this examination, the Board has concluded that six of our eleven directors qualify as “independent” as
defined under Nasdaq Rule 5605(a)(2) as that term relates to membership on the Board, who are Messrs. Ball, Pillay and Sparrow and
M
ses. Singh-Bushell, Gobodo, and Naidoo.
8
COMMITTEES OF THE BOARD
The Board has established an Audit Committee, a Remuneration Committee, a Nominating and Corporate Governance
Committee, a Social and Ethics Committee and a Capital Allocation Committee (collectively, the “Board Committees”). The current
members of our Board Committees are presented in the table below:
Director
Audit
Committee
Remunera
tion Committee
Nominatin
g and Corporate
Governance
Committee
Social
and Ethics
Committee
Capital
Allocation
Committee
Antony Ball
X*
X
X*
Nonkululeko Gobodo
X
X*
Steven Heilbron (#)
Naeem Kola (#)
Lincoln Mali (#)
X
Ali Mazanderani (#*)
X
Venessa Naidoo
X
X
Kuben Pillay (^)
X
X*
X
Ekta Singh-Bushell
X*
X
X
Dan Smith (#)
Dean Sparrow
X
# Executive
* Chairperson
^ Lead Independent Director
Audit Committee
The Audit Committee consists of Mses. Singh-Bushell, Gobodo, and Naidoo, with Ms. Singh-Bushell acting as the Chairperson.
The composition of the Audit Committee meets the requirements for independence under current Nasdaq listing standards and SEC
rules and regulations. The Board has determined that Mses. Singh-Bushell, Gobodo, and Naidoo are each an “audit committee financial
expert” as that term is defined in applicable SEC rules, and that all members meet Nasdaq’s financial literacy criteria. The Audit
Committee held ten meetings during the 2025 fiscal year.
The Audit Committee was established by the Board for the primary purpose of overseeing or assisting the Board in overseeing
the following:
Audit
●
the qualifications and independence of our registered public
accounting firm
●
the organization and performance of our internal audit
function
Compliance Processes
●
compliance with SEC and other legal and regulatory
requirements
●
compliance with ethical standards we have adopted
●
review of our related party transactions
Financial Reporting
●
the integrity of our financial statements
●
the accounting and financial reporting processes and the
audits of our financial statements
●
our systems of disclosure controls and procedures and
internal control over financial reporting
Risk Management
●
review of our risk assessment and enterprise risk
management process
A copy of our Audit Committee charter is available free of charge on our website, www.lesakatech.com .
9
Remuneration Committee
The Remuneration Committee consists of Messrs. Ball and Pillay and Ms. Naidoo, with Mr. Ball acting as the Chairperson. The
composition of the Remuneration Committee meets the requirements for independence under Nasdaq listing standards and SEC rules
and regulations. The Remuneration Committee held four meetings during the 2025 fiscal year.
The Remuneration Committee has the following principal responsibilities, authority and duties:
Compensation Structure & Strategy
●
review and approve performance goals and objectives relevant to the compensation of all our
executive officers, evaluate the performance of each executive officer in light of those goals
and objectives, and set each executive officer's compensation, including incentive-based and
equity-based compensation, based on such evaluation
●
make recommendations to the Board with respect to incentive- and equity-based compensation
plans
●
review and make recommendations to the Board regarding compensation -related matters
outside the ordinary course, including, but not limited to, employment contracts, change-in-
control provisions and severance arrangements
●
administer our stock option, stock incentive, and other stock compensation plans, including the
function of making and approving all grants of options and other awards to all executive
officers and directors, and all other eligible individuals, under such plans
●
administer our compensation clawback policy
●
review annually and make recommendations to the Board regarding director compensation
●
assist management in developing and, when appropriate, recommending to the Board, the
design of compensation policies and plans
●
review and discuss with management the disclosures in our “Compensation Discussion and
Analysis” and any other disclosures regarding executive compensation to be included in our
public filings or shareholder reports
●
recommend to the Board whether the Compensation Discussion and Analysis should be
included in our proxy statement, Annual Report, or information statement, as applicable, and
prepare the related report required by the rules of the SEC
Human Resources &
Workforce Management
●
generally oversee our
human resources and
workforce
management programs
A copy of our Remuneration Committee charter is available free of charge on our website, www.lesakatech.com .
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of Messrs. Pillay, Ball and Ms. Singh-Bushell, with Mr. Pillay
acting as the Chairperson. The composition of the Nominating and Corporate Governance Committee meets the requirements for
independence under Nasdaq listing standards and SEC rules and regulations. The Nominating and Corporate Governance Committee
held four meetings during the 2025 fiscal year.
The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:
Corporate Governance
●
review our Corporate Governance
Guidelines annually and recommend
changes, as appropriate, for review and
approval by the Board
●
make recommendations regarding
proposals submitted by our shareholders
●
establish and monitor procedures by which
the Board will conduct, at least annually,
evaluations of its performance
Board Composition
●
monitor the composition, size and independence of the Board
●
establish criteria for Board and committee membership and recommend
to our Board proposed nominees for election to the Board and for
membership on each committee of the Board
●
monitor our procedures for the receipt and consideration of director
nominations by shareholders and other persons and for the receipt of
shareholder communications directed to our Board
●
make recommendations to the Board regarding management succession
planning and corporate governance best practices
A copy of our Nominating and Corporate Governance Committee charter is available free of charge on our website,
www.lesakatech.com.
Social and Ethics Committee
The Social and Ethics Committee consists of Mses. Gobodo and Singh-Bushell and Mr. Pillay, with Ms. Gobodo acting as the
Chairperson. The Social and Ethics Committee held three meetings during the 2025 fiscal year.
10
The Social and Ethics Committee was established to provide oversight of social and ethical matters related to our company and
to ensure that we are and remain a committed socially responsible corporate citizen.
A copy of our Social and Ethics Committee charter is available free of charge on our website, www.lesakatech.com .
Capital Allocation Committee
The Capital Allocation Committee consists of Messrs. Ball, Mazanderani and Sparrow, with Mr. Ball acting as the Chairperson.
The Capital Allocation Committee held six meetings during the 2025 fiscal year.
The principal duties and responsibilities of the Capital Allocation Committee are as follows:
Capital Allocation
●
review and make recommendations to the Board
regarding major investment proposals and capital
allocations
●
monitor the execution of approved acquisitions and
review the performance of completed acquisitions
Investment Management
●
establish, oversee and periodically review the
performance of our investments
●
ensure appropriate independent advice is sought in
relation to major investments
A copy of our Capital Allocation Committee charter is available free of charge on our website, www.lesakatech.com .
BOARD LEADERSHIP STRUCTURE AND BOARD OVERSIGHT OF RISK
Board Leadership
Our Board is led by Mr. Mazanderani, who serves as our Executive Chairman. Mr. Pillay serves as the Board’s Lead Independent
Director. Our Board believes this leadership structure effectively allocates authority, responsibility, and oversight between
management and the independent members of our Board. It gives primary responsibility for our operational leadership shareholder
engagement, and strategic direction to our Executive Chairman, while Mr. Pillay facilitates our Board’s independent oversight of
management, promotes communication between senior management and our Board about issues such as management development
and succession planning, executive compensation, and our performance, engages with other key stakeholders, and leads our Board’s
consideration of key governance matters.
The Board’s Role in Risk Oversight
Managing risk is an ongoing process inherent in all decisions made by management. The Board discusses risk throughout the
year, particularly at Board meetings when specific actions are considered for approval. The Board has ultimate responsibility to oversee
our enterprise risk management program. This oversight is conducted primarily through various committees of the Board as described
below.
The Audit Committee has direct oversight of and actively assists the management team’s process in identifying, assessing,
prioritizing and developing action plans to mitigate the material business, operational and strategic risks affecting us.
Furthermore, the Audit Committee directly provides oversight of risks relating to the integrity of our consolidated financial
statements, internal control over financial reporting and the internal audit function. The Remuneration Committee oversees the
management of risks related to our executive compensation program. The Nominating and Corporate Governance Committee oversees
the management of risks related to management succession planning.
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
The Nominating and Corporate Governance Committee employs a rigorous and multifaceted approach for identifying and
evaluating candidates for nomination to the Board of Directors. This process involves continuous assessment of the Board’s
composition, size, and independence, and careful consideration of any potential vacancies resulting from employment changes or other
circumstances. When vacancies are anticipated or occur, the Committee actively considers a diverse pool of prospective director
candidates.
Evaluation of candidates is conducted during both scheduled and special meetings of the Nominating and Corporate Governance
Committee, with consideration possible at any time throughout the year. Shareholder recommendations for Board candidates are
welcomed and subjected to the same thorough evaluation process as nominees from other sources. The Committee applies the
qualification standards referenced above to all candidates and endeavors to achieve an optimal balance of knowledge, experience, and
capability within the Board.
11
Additionally, the Committee reviews the suitability of current Board members for re-election, taking into account factors such
as the number of terms served, each director’s capacity to devote sufficient time and attention to their Board duties in light of other
professional commitments, and the evolving needs of the Board. There is no prescribed limit on the number of terms that an individual
may serve as a director.
In collaboration with the Board, the Nominating and Corporate Governance Committee evaluates the requisite skills and
attributes for Board service. Pursuant to the Corporate Governance Guidelines, the Committee considers a candidate’s independence,
the current needs of the Board, and the candidate’s background, skill set, business acumen, and anticipated contributions. At a
minimum, directors are required to demonstrate the highest standards of professional ethics, integrity, and values, coupled with a
commitment to representing the long-term interests of shareholders. Directors are also expected to possess an inquisitive and objective
mindset, practical judgment, and mature wisdom.
We believe the Board collectively exhibits a balanced portfolio of competencies and capabilities, as illustrated in the following
table. The Committee also evaluates each non-employee director’s unique skill set for the appropriate constitution of Board
committees. Comprehensive information regarding each director’s experience, qualifications, and skills is contained in their respective
biographies under Proposal No. 1.
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
non-executive
executive
total 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.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and certain officers, as well as persons who own more than 10 percent
of our common stock, to file with the SEC initial reports of beneficial ownership on Form 3 and reports of subsequent changes in
beneficial ownership on Form 4 or Form 5. Based solely on our review of these forms filed with the SEC, and certifications from our
executive officers and directors that no other reports were required for such persons, we believe that all directors and officers and
greater than 10 percent shareholders complied with the filing requirements applicable to them for the fiscal year ended June 30, 2025
with the exception of a late Form 4 filed (i) on October 11, 2025, by Mr. Smith, in connection with the award of 100,000 shares of
restricted stock on October 1, 2025, and (ii) on June 24, 2025, by Mr. Mali, in connection with repurchase of shares of common stock
f
rom Mr. Mali to settle his taxation obligation arising on restricted shares of our common stock which vested on November 17, 2024.
12
ITEM 11. EXECUTIVE COMPENSATION
REMUNERATION COMMITTEE REPORT
For the Year Ended June 30, 2025
The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the
liabilities of Section 18 of the Exchange Act, except to the extent that Lesaka Technologies, Inc. specifically incorporates it by reference
into a document filed under the Exchange Act.
The Remuneration Committee, which consists of three independent directors, has reviewed and discussed the “Compensation
Discussion and Analysis” section of this Form 10-K/A with management. Based on this review and discussion, the Remuneration
Committee recommended to our Board that the “Compensation Discussion and Analysis” section be included in this Form 10-K/A.
Remuneration Committee
Antony Ball, Chairman
Venessa Naidoo
Kuben Pillay
EXECUTIVE COMPENSATION TABLES
The following narrative, tables and footnotes describe the “total compensation” earned during fiscal years 2025, 2024 and 2023,
as applicable, by our named executive officers. The total compensation presented below in the Summary Compensation Table does
not reflect the actual compensation received by our named executive officers or the target compensation of our named executive
officers in fiscal 2025.
Target annual incentive awards for fiscal 2026 are presented in the Grants of Plan-Based Awards table on page 34.
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.
13
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
(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
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
a
nnualized fiscal year 2025 base salary was approximately 64 times that of our median employee.
14
89%
17%
40%
27%
35%
57%
18%
8%
16%
19%
0%
65%
52%
46%
11%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Ali Mazanderani
($609,349)
Daniel L. Smith
($1,409,483)
Naeem E. Kola
($1,031,000)
Steven J. Heilbron
($1,473,667)
Lincoln C. Mali
($1,167,656)
Actual 2025 compensation mix
Salary ($)
Option Awards ($)
Cash Incentive Award ($)
Bonus ($)
Stock Awards ($)
Other ($)
The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are
reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce,
as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules.
ACTUAL 2025 COMPENSATION MIX
The chart below illustrates the mix of the actual elements of the compensation program paid in fiscal 2025 for our named executive
officers:
GRANTS OF PLAN-BASED AWARDS
(1)
The following table provides information concerning non-equity and equity incentive plan awards granted during fiscal 2025 to
each of our named executive officers.
15
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards (2)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
Grant Date
Fair Value
of Stock
and Option
Awards
Name
Grant
Date
Date of
Committee
Action
Type of
Award
Threshold
($)
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
(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)
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 $4.49 of our common stock on June 30, 2025, the last trading day of the fiscal year.
16
Option Awards
Stock Awards
Name
Number
of
Securities
Underlying
Unexer-
cised
Options
(#)
Exercisable
Number
of
Securities
Underlying
Unexer-
cised
Options
(#)
Unexer-
cisable
Option
Exercise
Price
($)
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
(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
There were no stock options exercised by our named executive officers. The following table shows all stock awards that vested
during fiscal 2025:
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
(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.
17
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.
Year
Summary
compen-
sation table
total for
first PEO
Summary
compen-
sation table
total for
second PEO
Compen-
sation
actually
paid to first
PEO
Compen-
sation
actually
paid to
second PEO
Average
summary
compen-
sation table
total for
non-PEO
NEOs
Average
compen-
sation
actually paid
to non-PEO
NEOs
Value of
initial fixed
$100
investment
based on:
Total
shareholder
return
Net loss
$ ‘000
Group
Adjusted
EBITDA
ZAR ‘000
(1)(5)
(2)(4)
(1)(5)
(2)(5)
(3)(6)
(3)(7)
(8)
(9)
2025
$609,349
$0
($1,018,451 )
$0
$1,270,452
$943,940
$87
($87,504 )
2024
$5,709,225
$1,244,097
$6,371,525
$1,386,802
$1,298,856
$1,347,237
$91
($17,440 )
2023
N/A
$1,432,860
N/A
$833,154
$1,283,723
$925,470
$74
($35,074 )
(1)
First Principal Executive Officer (“PEO”) is our current Executive Chairman,
(2)
Second PEO was
. Mr. Meyer’s employment terminated on February 29, 2024.
(3)
2025 comprises four NEOs:
.
2024 comprises three NEOs:
.
2023 comprises four NEOs:
.
(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.
(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
:
First PEO
Second PEO
Year
Summary
compensation
table total
Reported
value of
equity awards
Equity
award
adjustments
Compensation
actually paid
Summary
compensation
table total
Reported
value of
equity awards
Equity award
adjustments
Compensation
actually paid
(a)
(b)
(a)
(b)
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
(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)
18
(i)
(ii)
(iii)
(iv)
(v)
Year
Year End Fair
Value of
Unvested
Covered Year
Equity Awards
Year over Year
Change in Fair
Value of
Outstanding and
Unvested Prior
Year Equity
Awards
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
Year over Year
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
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 )
(6)
Compensation Table in each applicable fiscal year.
(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
:
Year
Average Reported Summary
Compensation Table Total for
Non-PEO NEOs
Average Reported Value
of Equity Awards
Average Equity Award
Adjustments
Average Compensation
Actually Paid to Non-PEO
NEOs
(a)
(b)
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
(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
(i)
(ii)
(iii)
(iv)
(v)
Year
Average Year
End Fair Value
of Unvested
Covered Year
Equity Awards
Year over Year
Average Change in
Fair Value of
Outstanding and
Unvested Prior
Year Equity
Awards
Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
Year over Year
Average Change in
Fair Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
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
19
(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.
(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
.
Tabular list of financial performance measures
We have adopted a cash incentive award plan for the current fiscal year which includes a number of financial and non-financial
performance measures. We consider the following to be a list of our most important financial performance measures used to link
compensation actually paid to our named executive officers for our fiscal 2025 company performance, as required by Item 402(v) of
Regulation S-K, the following is a list of financial performance measures:
Smith
Kola
Heilbron
Mali
Description of Relationships Between Certain Information Presented
Item 402(v) of Regulation S-K requires that we provide the relationship between compensation actual paid to our PEO and our
Non-PEO NEOs and our net income and the company-selected measure, namely Group Adjusted EBITDA. FY2025 has been a pivotal
year. During FY2025, Lesaka finalized the acquisition of Adumo and Recharger, and announced the acquisition of Bank Zero
conditional on regulatory approval. The Enterprise, Merchant and Consumer divisions each now have a clear customer strategy, and
the platforms to enable Lesaka to become Africa’s leading financial technology platform and pioneer digitization. These transactions
resulted in costs of $16.1 million in FY2025.
In addition, Lesaka disposed of its equity stake in MobiKwik during FY2025 resulting in a $59.8 million loss. The proceeds from
the sale was used to repay debt. MobiKwik listed on the Indian Stock Exchange and was a non-core asset to Lesaka’s strategy.
Lesaka’s net loss evolved from $35.1 million in FY2023, $17.4 million in FY24 to $87.5 million in FY25. The increase in net loss
between FY2024 and FY2025 was driven primarily by non-operational factors. The primary contributors of this increase were the
equity write down of MobiKwik as stated earlier, as well as one-time, non-cash impairment-related charges due to the integration of
acquired businesses. These once-off costs, particularly in FY2025 were incurred to build the platform of growth for FY2026 and
achieve Lesaka’s strategy. We believe the most accurate measure of operational performance is Group Adjusted EBITDA (which
eliminates the impact of non-recurring items and once-off transaction costs). This gives a more clear and accurate measure of both the
underlying business and management performance. As a result, Group Adjusted EBITDA has progress from $24.8 million in FY2023,
$36.9 million in FY2024 to $50.7 million in FY2025.
20
…..
….
…
….
21
…
…
EXECUTIVE COMPENSATION
ANALYSIS OF RISK IN OUR COMPENSATION STRUCTURE
As part of its responsibilities to annually review all incentive compensation and equity -based plans, as well as evaluate whether
the compensation arrangements of our employees incentivize unnecessary and excessive risk-taking, the Remuneration Committee
evaluated the risk profile of our compensation policies and practices for fiscal 2025. In its evaluation, the Remuneration Committee
reviewed our employee compensation structures, and noted numerous design elements that manage and mitigate risk without
diminishing the incentivizing nature of the compensation, including:
a balanced mix between cash and equity, and annual and longer-term incentives;
caps on incentive awards at reasonable levels;
linear payouts between target levels with respect to annual cash incentive awards;
discretion on individual awards, particularly in special circumstances; and
long-term incentives.
The Remuneration Committee also reviewed our compensation programs for certain design features that may have the potential
to encourage excessive risk-taking, including: over-weighting towards annual incentives, highly leveraged payout curves,
unreasonable thresholds, and steep payout cliffs at certain performance levels that may encourage short-term business decisions to
meet payout thresholds. The Remuneration Committee concluded that our compensation programs do not include such elements.
In addition, the Remuneration Committee analyzed our overall enterprise risks and how compensation programs may impact
individual behavior in a manner that could exacerbate these enterprise risks. For this purpose, the Remuneration Committee considered
our growth and return performance, volatility and leverage. In light of these analyses, the Remuneration Committee concluded that it
has a balanced pay and performance program that does not encourage excessive risk-taking that is reasonably likely to have a material
adverse effect on us. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-
taking over the long term.
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY
●
Outline our compensation philosophy and discuss how the Remuneration Committee determines executive pay.
●
Describe each element of executive pay, including base salaries, short-term and long-term incentives and executive benefits.
value that is ultimately reflected in our underlying enterprise value for both the short- and long-term.
22
Pay for Performance
the appropriateness of the level and form of compensation and found executive compensation and our performance to be aligned.
Results of Shareholder Say-on-Pay Votes
We provide our shareholders with the opportunity to cast an annual, nonbinding advisory vote to approve executive compensation
(a “say-on-pay proposal”). At our annual meeting of shareholders held on November 14, 2024, 97.5% of the votes cast on the say-on-
pay proposal at that meeting were voted in favor of the proposal. The Remuneration Committee will continue to consider the outcome
of say-on-pay votes when making future compensation decisions for our named executive officers.
Highlighted Compensation Practices
performance and increase long-term shareholder value.
To achieve our objectives, we have incorporated the following 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
Our named executive officers for fiscal 2025 are set forth in the following table:
Name of Executive Officer
Title
Ali Mazanderani
Executive Chairman and Director
Dan Smith
(1)
Group Chief Financial Officer and Director
Naeem Kola
(1)
Group Chief Operating Officer and Director
Steven Heilbron
Head of Business Development and Mergers & Acquisitions and Director
Lincoln Mali
Chief Executive Officer: Southern Africa and Director
(1) Mr. Smith was appointed as Group Chief Financial Officer on October 1, 2024. Mr. Kola was appointed as Group Chief
Operating Officer on October 1, 2024 and previously served as Group Chief Financial Officer.
23
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.
COMPENSATION PROGRAM OVERVIEW FOR FISCAL 2025
The goal of our executive compensation program is the same as our goal for operating our company—to create long-term value
for our shareholders. To achieve this goal, we seek to reward our named executive officers for sustained financial and operating
performance and leadership excellence, to align their interests with those of our shareholders and to encourage them to remain with us
for long and rewarding careers.
Each element of our executive compensation program is designed to fulfill one or more of our performance, alignment and
retention objectives. These elements consist of salary, bonus and both equity and non-equity incentive compensation. Each named
executive officer receives one or more, but not necessarily all, of these elements.
Compensation Components
In determining the type and amount of compensation for each executive officer, we focus on both current pay and the opportunity
for future compensation and seek to combine compensation elements so as to optimize his or her contribution to us.
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.
24
100%
20%
28%
23%
29%
24%
34%
28%
35%
56%
37%
49%
36%
1%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Ali Mazanderani ($600,000)
Dan Smith ($1,648,561)
Naeem Kola ($1,418,500)
Steven Heilbron
($1,722,000)
Lincoln Mali ($1,448,200)
Named Executive Officers -Mix of Elements for 2025 Compensation Program
Salary
Cash Incentive Award
Equity award
Other
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.
Fixed/ Variable
Component
Form
Key Characteristics
Fixed
Base Salary
Cash
Base Salary increases are
determined based on market
considerations and do not
necessarily occur each year
Variable Compensation
Bonus
Cash
Bonus is discretionary
and dependent upon individual
performance
Performance-Based Cash
Annual Incentive
Cash
Awards are based on
qualitative and quantitative
factors
Performance-Based Long-
Term Equity-Based Incentives
Equity
Equity grants are subject
to continued service and/or
defined performance
indicators
Other benefits
Cash
Benefits based on
territory-specific employment
benefits available to peer
company executives in similar
position, as negotiated
Pay Mix for Named Executive Officers
The chart below illustrates the mix of the elements of the fiscal 2025 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.
25
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.
Implementing our Objectives
Organization of the Remuneration Committee
The Remuneration Committee typically holds four regularly scheduled meetings each year, with additional meetings scheduled
when required. There are currently three directors on the committee. Each member of the committee is required to be:
●
An independent director under independence standards established by the Nasdaq.
●
A non-employee director under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
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.
Employment and Other Agreements
We have entered into employment agreements and restrictive covenant agreements with each of Messrs. Mazanderani, Kola,
Smith and Heilbron in connection with their roles as our Executive Chairman, Group Chief Operating Officer, Group Chief Financial
Officer and Head of Business Development and Mergers & Acquisitions, respectively. In addition, each of Messrs. Kola, Mali and
Smith, respectively, 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, and October 1, 2024, 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, except for Mr. Mazanderani, an annual cash incentive award (as discussed above). The employment agreements
provide that each of Messrs. Mazandarani, Smith, Kola, Heilbron and Mali’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. From June 2024, Mr.
Kola’s SA Employment Contract was terminated and he is remunerated solely under his employment agreement with Lesaka
Technologies, Inc., which was amended to cater for all of his base salary and medical benefit.
26
Except for Mr. Mazanderani, 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. Smith
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.
Mr. Mazanderani restrictive covenant agreement does not contain a non-compete clause.
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.
ELEMENTS OF 2025 COMPENSATION
Base Salaries
Our executive compensation programs emphasize performance-based pay. This includes annual bonuses and equity–based long-
term incentive awards. However, base salaries remain a necessary and typical part of compensation for attracting and retaining
outstanding employees at all levels.
Factors Considered in Determining Base Salaries
ü
Individual contributions and performance
ü
Internal equity
ü
Retention needs
ü
Experience
ü
Complexity of roles and responsibilities
ü
Succession planning
Adjustments to 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 Pay
Messrs. Smith, Kola, Heilbron and Mali
For fiscal 2025, the Remuneration Committee established a cash incentive award plan for Messrs. Smith, Kola, Heilbron and Mali
pursuant to which each of them would be eligible to earn a cash incentive award based on a number of quantitative factors that directly
impacted our fiscal 2025 financial performance and each individual’s contribution toward the achievement of certain objectives.
Mr. Smith
The cash incentive award plan provided for an expected performance range cash incentive award of between 20% and 120% of
Mr. Smith’s annual base salary of ZAR 6,000,000 ($335,196 translated at the average rate of exchange for the year) for fiscal 2025.
Under the plan, a 40% weighing was based on quantitative factors and 60% was based on qualitative factors. The award could increase
to a maximum of 120% of Mr. Smith’s base salary based on the assessment of performance against both quantitative and qualitative
targets.
27
Mr. Kola
The cash incentive award plan provided for an expected performance range cash incentive award of between 20% and 120% of
Mr. Kola’s annual base salary of $400,000 for fiscal 2025. Under the plan, a 60% weighing was based on quantitative factors and 40%
was based on qualitative factors. The award could increase to a maximum of 120% of Mr. Kola’s base salary based on the assessment
of performance against both quantitative and qualitative targets.
Mr. Heilbron
The cash incentive award plan provided for an expected performance range cash incentive award of between 20% and 120% of
Mr. Heilbron’s annual base salary of $400,000 for fiscal 2025. Under the plan, a 30% weighting was based on quantitative factors and
70% was based on qualitative factors. The award could increase to a maximum of 120% of Mr. Heilbron’s base salary, based on the
assessment of performance against both quantitative and qualitative targets.
Mr. Mali
The cash incentive award plan provided for an expected performance range cash incentive award of between 20% and 120% of
Mr. Mali’s annual base salary of ZAR 7,500,000 ($418,994 translated at the average rate of exchange for the year) for fiscal 2025.
Under the plan, a 40% weighting was based on quantitative factors and 60% was based on qualitative factors. The award could increase
to a maximum of 120% of Mr. Mali’s base salary, based on the assessment of performance against both quantitative and qualitative
targets.
Quantitative Portion of the Cash Incentive Award Plan
Each of Messrs. Smith and Mali was eligible to receive an amount equal to 0% to 48% of his individual annual base salary; Mr.
Kola, 0% to 72%; and Mr. Heilbron, 0% to 36%, if specified quantitative targets are achieved. The quantitative targets were as follows:
Allocation of quantitative portion to quantitative
targets
Quantitative targets:
Smith
Kola
Heilbron
Mali
F2025 financial targets (A)
15%
10%
20%
15%
M&A post-acquisition financial targets
-
25%
-
-
F2025 Group synergies
-
20%
-
-
Net debt/ EBITDA target
10%
-
-
-
Free cash flow conversion
5%
-
-
-
F2025 Consumer financial targets
5%
-
-
25%
F2025 Merchant financial targets
5%
5%
10%
-
Total quantitative portion of cash incentive awards
40%
60%
30%
40%
(A) F2025 financial targets includes (i) for Mr. Smith (a) Group Adjusted EBITDA, a non-GAAP measure, of on target ZAR 950
million, (b) Net Debt to EBITDA of on target 2.5 times (c) Free Cash Flow conversion of on target 50% of Group EBITDA (d)
Merchant EBITDA of on target ZAR 750 million, and (e) Consumer EBITDA of on target ZAR 340 million, and (ii) for Mr. Mali, (a)
Group Adjusted EBITDA of on target ZAR 950 million, (b) Net Revenue of on target ZAR 4 billion, and (c) Consumer EBITDA of
on target ZAR 340 million, and (iii) for Mr. Heilbron, (a) Group Adjusted EBITDA of on target ZAR 950 million, and (b) Merchant
EBITDA of on target ZAR 750 million, and (iv) for Mr. Kola, (a) Group Adjusted EBITDA of on target ZAR 950 million, and (b)
Enterprise EBITDA of on target ZAR 35 million, (c) Recharger EBITDA of on target ZAR 90 million and (d) Synergies of on targets
ZAR 50 million. Group Adjusted EBITDA for purposes of the quantitative target is net income (loss before interest, taxes, depreciation
and amortization, 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 represent non-recurring expense items, including costs related to acquisitions and transactions
consummated or ultimately not pursued. Consumer EBITDA and Merchant EBITDA are measures of segment performance.
Qualitative Portion of the Cash Incentive Award Plan
Each of Messrs. Smith and Mali was eligible to receive an amount equal to 0% to 72% of his individual annual base salary; Mr.
Kola, 0% to 48%; and Mr. Heilbron, 0% to 36%, if specified qualitative targets are achieved. The qualitative targets were as follows:
Mr. Smith was eligible to receive an amount up to 72% (i.e. 60% multiplied by 1.2 times), of his annual base salary based on his
contribution towards enhancing shareholder value through performance criteria which include (with agreed weighting as a percent of
total qualitative award (i.e. 60%) in parentheses):
●
Executing various finance function improvement plans in fiscal 2025 (35%);
●
Developing and managing various treasury and funding processes in fiscal 2025 (20%); and
●
E
volving to a performance culture with collaborative and cohesive culture in the finance function across the organization (5%).
28
Mr. Kola was eligible to receive an amount up to 48% (i.e. 40% multiplied by 1.2 times) of his annual base salary based on his
contribution towards enhancing shareholder value through performance criteria which include (with agreed weighting as a percent of
total qualitative award (i.e. 40%) in parentheses):
●
Supporting the financial function handover to Mr. Smith (5%);
●
Driving customer and product centricity across the organization (5%);
●
Overseeing our investor relations, corporate governance, legal and company secretarial functions (20%);
●
Delivering on our broad-based black economic empowerment and environment, social and governance objectives (5%); and
●
Embedding Lesaka-value's system and high-performance corporate culture into our Enterprise pillar (5%)
Mr. Heilbron was eligible to receive an amount up to 36% of his annual base salary based on his contribution towards enhancing
shareholder value through performance criteria which include (with agreed weighting as a percent of total qualitative award (i.e. 70%)
in parentheses):
●
Delivering on any potential M&A objectives in fiscal 2025 (45%);
●
Creating an integrated Merchant pillar, augmentation of the leadership team for the next iteration of growth in Merchant, and
developing strategies to deliver Merchant growth ambitions (20%); and
●
Embedding our high-performance corporate culture across the organization (5%).
Mr. Mali was eligible to receive an amount up to 72% of his annual base salary based on his contribution towards enhancing
shareholder value through performance criteria which include (with agreed weighting as a percent of total qualitative award (i.e. 60%)
in parentheses):
●
Leading change in our value's system, which are caring and inclusive, and driving a high-performance corporate culture
throughout the organization (20%);
●
Promoting a customer centric mindset across the organization (5%);
●
Participating in policy reforms in the regulatory environments in which we operate (15%); and
●
Driving communication, public relations, brand management and key stakeholder relationships (20%).
Potential and Actual Payments
The table below presents our potential payments to Messrs. Smith, Kola, Heilbron and Mali related to the quantitative and
qualitative portions of our cash incentive award plan for fiscal 2025, as well as total payments:
29
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
-
-
(1)
All percentages are derived from annual base salary when cash incentive award was approved.
(2)
Total percentage and USD amount for potential payment presented at the maximum amount of the cash incentive award.
Percentage actual payment represents cash incentive award achieved divided by base salary for the executive when cash
incentive was approved.
(3)
(4)
Amounts translated to USD from ZAR at the average rate of exchange for fiscal 2025.
In September 2025, the Remuneration Committee met and determined each element of our financial performance described above
and each executive’s contribution toward the qualitative objectives. The Remuneration Committee, after consultation with Mr.
Mazanderani, determined that the executives had achieved the following quantitative targets and determined to award the USD
amounts presented in the table below in respect of the quantitative component of the fiscal 2025 cash incentive award plan:
30
Quantitative target and achieved percentages and USD amounts awarded
Smith
Kola
Heilbron
Mali
Quantitative targets:
Target
Achieved
Target
Achieved
Target
Achieved
Target
Achieved
F2025 financial targets
15%
7.5%
10%
5%
20%
10%
15%
5%
M&A post-acquisition
financial targets
-
-
25%
5%
-
-
-
-
F2025 Group synergies
-
-
20%
-
-
-
-
-
Net debt/ EBITDA target
10%
10%
-
-
-
-
-
-
Free cash flow conversion
5%
0%
-
-
-
-
-
-
F2025 Consumer
financial targets
5%
5%
-
0%
-
-
25%
25%
F2025 Merchant financial
targets
5%
0%
5%
0%
10%
0%
-
-
Total (%)
40%
22.5%
60%
10%
30%
10%
40%
30%
Amount awarded ($)
(1)
75,419
40,000
40,000
125,698
(1)
Amount for Messrs. Smith and Mali translated to USD from ZAR at the average rate of exchange for fiscal 2025.
In September 2025, the Remuneration Committee considered whether to make payments in respect of the qualitative portion of
the cash incentive award plan. The Remuneration Committee determined to award Messrs. Smith, Kola, Heilbron and Mali, ZAR
3,150,000 ($175,978); $40,000; $200,000; and ZAR 1,875,000 ($104,749), respectively, of the qualitative portion of the cash incentive
award. Messrs. Smith and Mali amounts converted to U.S. dollars at the average rate of exchange for fiscal 2025.
In reaching its conclusions regarding Messrs. Smith, Kola, Heilbron and Mali, the Remuneration Committee consulted with Mr.
Mazanderani, regarding each executive’s achievement of their respective qualitative targets. Taking cognizance of Mr. Mazanderani’s
feedback on the performance of each named executive against their individual qualitative targets, the Remuneration Committee
determined to award Messrs. Smith, Kola, Heilbron and Mali 73%, 21%, 60% and 35%, respectively, of their maximum qualitative
target.
Equity grants
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
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
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 $14.00 per option, effective January 2, 2025. These awards
are subject to continuous employment with Lesaka until December 31, 2026, with options exercisable from that date and expiring on
January 31, 2029.
31
SHARE OWNERSHIP GUIDELINES
Our share ownership guidelines apply to our Executive Chairman and certain other executive officers. Our Executive Chairman
is expected to own shares in our company that have a value of four times his annual base salary and our other executive officers are
expected to own shares that have a value of two times their annual base salary. Shares may be owned directly by the individual,
owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse
or children. Unvested time-based equity awards acquired through our stock incentive plan are included in the computation of share
ownership. Shares underlying stock options or stock or stock units that are subject to future performance conditions (other than
solely continued employment) do not count as ownership for purposes of assessing compliance with the Ownership Requirements.
Our non-employee directors are not required to own shares in our company under our share ownership guidelines policy. We believe
that this aligns with shareholding practices applicable to non-employee directors in South Africa.
COMPENSATION OF DIRECTORS
Directors who are also executive officers do not receive separate compensation for their services as directors. During fiscal
2025, our non-employee directors received compensation as described below.
Name
Fiscal 2025
Total Fee
Arrangement
($)
(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
(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.
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
32
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.
Insider Trading Policy
We
maintain
directors, employees and consultants. We believe our Insider Trading Policy is reasonably designed to promote compliance with
insider trading laws, rules and regulations, as well as the Nasdaq listing standards applicable to us. Our Insider Trading Policy
prohibits trading while in possession of material nonpublic information and during blackout periods, and provides for preclearance
procedures for our officers, directors and other employees, as well as other related policies and procedures, including as described
below.
The Insider Trading Policy is attached as an exhibit to our Annual Report on Form 10-K filed with the SEC on September 29,
2025.
Clawback Policy
The Remuneration Committee adopted a compensation clawback policy in November 2023 which applies to named executive
officers who receive “incentive compensation”. For purposes of the Clawback Policy “incentive compensation” means any
compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, which
are measures that are determined and presented in accordance with the accounting principles used in preparing the our financial
statements, and any measures that are derived wholly or in part from such measures, and includes stock price and total shareholder
return (each such measure, a “Financial Reporting Measure”). Incentive -based compensation shall be deemed to have been received
during the fiscal period in which the Financial Reporting Measure specified in the incentive-based compensation award is attained,
even if such incentive-based compensation is paid or granted after the end of such fiscal period. For the avoidance of doubt,
incentive-based compensation does not include annual salary, compensation awarded based on completion of a specified period of
service, or compensation awarded based on subjective standards, strategic measures, or operational measures.
The policy applies to all incentive-based compensation received by the covered executives (i) after beginning service as an
executive officer, (ii) who served as an executive officer at any time during the performance period for such incentive-based
compensation, and (iii) during the three completed fiscal years immediately preceding a Restatement Date (as defined below).
In the event of a restatement, which for purposes of the Clawback policy refers to an accounting restatement due to material
noncompliance by us with any financial reporting requirement under the federal securities laws, including any required accounting
restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements,
or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current
period (a “Restatement”), we are required, as promptly as reasonably possible, to recover any erroneously awarded compensation,
which refers to, with respect to each covered executive in connection with a Restatement, the amount of incentive-based
compensation that exceeds the amount of incentive-based Compensation that would have been received by the covered executive
had it been determined based on the restated amounts, without regard to any taxes paid by the covered executive (any such amount
being hereinafter referred to as “Erroneously Awarded Compensation”) received by an executive during the three completed fiscal
years immediately preceding the Restatement Date, which is considered to be the earlier of (i) the date our Board, a committee of
our Board, or officer(s) are authorized to take such action if Board action is not required, concludes, or reasonably should have
concluded, that we are required to prepare a Restatement or (ii) the date a court, regulator, or other legally authorized body directs us
to prepare a Restatement (any such date being hereinafter referred to as the “Restatement Date”).
For incentive-based compensation based on stock price or total shareholder return, our Board is required to determine the
amount of Erroneously Awarded Compensation based on a reasonable estimate of the effect of the Restatement on the stock price or
total shareholder return upon which the incentive-based compensation was received and we are required to document such
reasonable estimate and provide such documentation to the Nasdaq. Subsequent changes in an executive’s employment status,
including retirement or termination of employment, does not affect our rights to recover incentive-based compensation under the
policy. Our Board is required to determine, in its sole discretion, the method of recovering any incentive-based compensation
pursuant to the policy. Such methods may include, but are not limited to: (i) direct recovery by reimbursement; (ii) set-off against
future compensation; (iii) forfeiture of equity awards; (iv) set-off or cancelation against planned future awards; (v) forfeiture of
deferred compensation (subject to compliance with the Internal Revenue Code and related regulations); and/or (vi) any other
r
ecovery action approved by our Board and permitted under applicable law.
33
We are not permitted to indemnify any current or former executive officer against the loss of Erroneously Awarded
Compensation, and will not pay, or reimburse any executive officer(s), for any insurance policy to fund such executive’s potential
recovery obligations.
The Clawback Policy is attached as an exhibit to our Annual Report on Form 10-K filed with the SEC on September 29, 2025.
Anti-Hedging Policy
We maintain an anti-hedging policy, which prohibits employees and directors from trading in puts, calls, options or other future
rights to purchase or sell shares of our common stock. Officers and directors are also prohibited from pledging their shares. An
exception to this prohibition may be granted where a person wishes to pledge shares as collateral for a loan (not including margin
debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person wishing
to enter into such an arrangement must first receive pre-approval for the proposed transaction from our Group Compliance Officer.
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).
●
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.
REMUNERATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of our Remuneration Committee has at any time been one of our officers or employees. None of our
executive officers serves or in the past has served as a member of the Board or Remuneration Committee of any entity that has one
or more of its executive officers serving on our Board or our Remuneration Committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
A
ND RELATED STOCKHOLDER MATTERS
34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents, as of January 20, 2026, information about beneficial ownership of our common stock by:
●
each person or group of affiliated persons who or which, to our knowledge, owns beneficially more than 5% of our
outstanding shares of common stock;
●
each of our current directors and named executive officers; and
●
all of our current directors and executive officers as a group.
Beneficial ownership of shares is determined in accordance with SEC rules and generally includes any shares over which a person
exercises sole or shared voting or investment power. The beneficial ownership percentages set forth below are based on 83,920,675
shares of common stock outstanding as of January 20, 2026. All shares of common stock, including that common stock underlying
stock options that are presently exercisable or exercisable within 60 days after January 20, 2026 (which we refer to as being currently
exercisable) by each person are deemed to be outstanding and beneficially owned by that person for the purpose of computing the
ownership percentage of that person, but are not considered outstanding for the purpose of computing the percentage ownership of
any other person. Unless otherwise indicated, to our knowledge, each person listed in the table below has sole voting and investment
power with respect to the shares shown as beneficially owned by such person, except to the extent applicable law gives spouses shared
authority.
Except as otherwise noted, each shareholder’s address is c/o Lesaka Technologies, Inc., President Place, 4th Floor, Corner of Jan
Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa.
Name
Shares of Common Stock Beneficially
Owned
Number
%
Antony Ball
-
-
Nonku Gobodo
-
-
Steven Heilbron(1)
750,000
*
Naeem Kola(2)
423,769
*
Lincoln Mali(3)
330,755
*
Ali Mazanderani(4)
2,825,115
3.3%
Venessa Naidoo
-
-
Kuben Pillay
-
-
Ekta Singh-Bushell
7,000
*
Dan Smith(5)
250,500
*
Dean Sparrow(6)
1,792
*
Value Capital Partners (Pty) Ltd (7)
15,642,598
18.6%
IFC Investors and Related Entities(8)
9,356,028
11.1%
Apis Growth 13 Ltd(9)
6,604,062
7.9%
The Goldman Sachs Group, Inc.(10)
4,999,960
6.0%
Morgan Stanley(11)
5,211,240
6.2%
Directors and Executive Officers as a Group(12)
4,588,931
5.4%
*Less than one percent
(1) Comprises 750,000 shares of common stock.
(2) Comprises (i) 217,519 shares of common stock; and (ii) 206,250 shares of restricted stock, the vesting of which is subject to
the satisfaction of certain time-based vesting conditions.
(3) Comprises (i) 125,662 shares of common stock; and (ii) 205,093 shares of restricted stock, the vesting of which is subject to
the satisfaction of certain financial performance and other conditions.
(4) Comprises (i) 2,325,115 shares of common stock and (ii) options to purchase 500,000 shares of common stock, all of which
were exercisable as of January 20, 2026.
(5) Comprises (i) 40,333 shares of common stock held directly; (ii) 23,500 shares held indirectly; and iii) 186,667 shares of
restricted stock, the vesting of which is subject to the satisfaction of certain financial performance and other conditions.
(6) Comprises 1,726 shares of common stock held indirectly through Crossfin Holdings Proprietary Limited.
(7) VCP has sole voting and dispositive power over these securities. VCP’s business address is 173 Oxford Road, 8th Floor,
R
osebank, Gauteng, 2196, South Africa. Antony Ball is the non-executive of VCP.
35
(8) According to Amendment No. 3 to Schedule 13D/A filed by the IFC Investors and related entities with the SEC on December
12, 2024: (a) International Finance Corporation (“IFC”) beneficially owns an aggregate of 3,271,862 common shares as to which it
has sole voting and dispositive power, (b) IFC African, Latin American and Caribbean Fund, LP (“ALAC”) beneficially owns an
aggregate of 2,781,615 common shares as to which it has shared voting and dispositive power, (c) IFC African, Latin American and
Caribbean Fund (GP) LLC (“ALAC GP”) beneficially owns an aggregate of 2,781,615 common shares as to which it has shared voting
and dispositive power, (d) IFC Financial Institutions Growth Fund, LP (“FIG”) beneficially owns an aggregate of 3,302,551 common
shares as to which it has shared voting and dispositive power, and (e) IFC FIG Fund (GP), LLP (“FIG GP”) beneficially owns an
aggregate of 3,302,551 common shares as to which it has shared voting and dispositive power. Each of ALAC, a United Kingdom
limited partnership, and FIG, a United Kingdom limited partnership, is primarily engaged in the business of investing in securities.
ALAC GP, a Delaware limited liability company, is primarily engaged in the business of serving as the general partner of ALAC. FIG
GP, a United Kingdom limited liability partnership, is primarily engaged in the business of serving as the general partner of FIG. Each
of ALAC and FIG are funds managed by IFC Asset Management Company LLC, a wholly-owned subsidiary of IFC, that invests third
party capital in conjunction with IFC investments. The business address of the aforementioned entities is 2121 Pennsylvania Avenue,
Washington, D.C. 20433.
(9) According to Schedule 13G filed by Apis Growth 13 Limited (“Apis”) with the SEC on November 1, 2024, Apis has sole
voting and dispositive power over these securities. Apis’s business address is 10
th
Floor Ebène Heights Building, 34 Ebène Cybercity,
Ebène, Mauritius 72201.
(10) According to Amendment No. 3 to Schedule 13G filed by The Goldman Sachs Group, Inc. (“Goldman Sachs”) with the SEC
on February 6, 2025, Goldman Sachs has shared voting and dispositive power over these securities. Goldman Sachs’s business address
is 200 West Street, New York, NY 10282.
(11) According to Amendment No. 3 to Schedule 13G filed by Morgan Stanley with the SEC on February 4, 2025, Morgan Stanley
has shared voting and dispositive power over these securities. Morgan Stanley’s business address is 1585 Broadway, New York, NY
10036.
(12) Represents shares beneficially owned by our directors and executive officers as a group. Includes 598,010 shares of restricted
stock, the vesting of which is subject to certain conditions discussed above and options to purchase 500,000 shares of common stock,
all of which were exercisable as of January 20, 2026.
SHARE OWNERSHIP GUIDELINES
Our share ownership guidelines apply to our Executive Chairman and certain other executive officers. Our Executive Chairman is
expected to own shares in our company that have a value of four times his annual base salary and our other executive officers are
expected to own shares that have a value of two times their annual base salary. Shares may be owned directly by the individual, owned
jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse or children.
Unvested time-based equity awards acquired through our stock incentive plan are included in the computation of share ownership.
Shares underlying stock options or stock or stock units that are subject to future performance conditions (other than solely continued
employment) do not count as ownership for purposes of assessing compliance with the Ownership Requirements. Our non-employee
directors are not required to own shares in our company under our share ownership guidelines policy. We believe that this aligns with
shareholding practices applicable to non-employee directors in South Africa.
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.
36
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
(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.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information regarding our compensation plans under which our equity securities are authorized for
issuance as of June 30, 2025:
Plan Category
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
(a)
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))(c)
Equity compensation plans approved by security
holders
Stock incentive plan
1,866,904
$6.49
1,513,798
Awarded to Mr. Mazanderani in June 2024
4,000,000
$9.75
N/A
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS
Familial Relationships
There are no familial relationships among any of our directors or executive officers.
Policy Agreement with IFC Investors
37
Pursuant to the Policy Agreement, dated April 11, 2016 (the “Policy Agreement”), between International Finance Corporation,
IFC African, Latin American and Caribbean Fund, LP, IFC Financial Institutions Growth Fund, LP, and Africa Capitalization Fund,
Ltd. (collectively, the “IFC Investors”) and us, the IFC Investors are entitled to designate one nominee to our Board. The IFC Investors
advised us that the IFC Investors regarded Mr. Hamid as the independent director nominated by the IFC Investors under the terms of
the Policy Agreement, and have not nominated an independent director to replace Mr. Hamid following his resignation. In addition,
pursuant to the Policy Agreement, the IFC Investors have been granted certain rights, including the right to require us to repurchase
any shares we have sold to them upon the occurrence of specified triggering events, which we refer to as a “put right”.
Events triggering the put right relate to (1) us being the subject of a governmental complaint alleging, a court judgment finding
or an indictment alleging that we (a) engaged in specified corrupt, fraudulent, coercive, collusive or obstructive practices; (b) entered
into transactions with targets of economic sanctions; or (c) failed to operate our business in compliance with anti-money laundering
or anti-terrorism laws; or (2) we reject a bona fide offer to acquire all of our outstanding shares at a time when we have in place or
implement a shareholder rights plan, or adopt a shareholder rights plan triggered by a beneficial ownership threshold of less than
twenty percent. The put price per share will be the higher of the price per share paid to us by the IFC Investors and the volume-
weighted average price per share prevailing for the 60 trading days preceding the triggering event, except that with respect to a put
right triggered by rejection of a bona fide offer, the put price per share will be the highest price offered by the offeror.
Independent Director Agreements
We have entered into independent director agreements with each of our independent directors, providing for, among other things,
the terms of each director’s service, compensation and liability insurance coverage.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors. These agreements require us to indemnify them, to
the fullest extent authorized or permitted by applicable law, including the Florida Business Corporation Act, for certain liabilities to
which they may become subject as a result of their affiliation with us.
Review, Approval or Ratification of Related Person Transactions
We review all relationships and transactions in which we and our directors and named executive officers or their immediate
family members are participants to determine whether such persons have a direct or indirect material interest. Mr. Kola is primarily
responsible for the development and implementation of processes and controls to obtain information from the directors and named
executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether
we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are
determined to be directly or indirectly material to us or a related person are disclosed in our proxy statement. In addition, our Audit
Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. In the course of its review
and approval or ratification of a disclosable related party transaction, our Audit Committee considers:
the nature of the related person’s interest in the transaction;
the material terms of the transaction, including, without limitation, the amount and type of transaction;
the importance of the transaction to the related person;
the importance of the transaction to us;
whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and
any other matters the Audit Committee deems appropriate.
Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in
the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such director may be counted
in determining the presence of a quorum at a meeting of the Audit Committee that considers the transaction.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT AND NON-AUDIT FEES
The following table shows the fees that we paid or accrued for the audit and other services provided by KPMG, our independent
registered public accounting firm, in 2025 and 2024, for the fiscal years ended June 30, 2025 and 2024.
2025
$ ‘000
2024
$ ‘000
Audit Fees
2,949
1,251
Audit-Related Fees
-
23
Tax Fees
-
-
All Other Fees
12
-
38
Audit Fees – This category includes the audit of our annual consolidated financial statements on Form 10-K, review of financial
statements included in our quarterly reports on Form 10-Q, the required audit of management’s assessment of the effectiveness of our
internal control over financial reporting and the auditors’ independent audit of internal control over financial reporting, and the services
that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings,
and similar engagements for the fiscal year, such as comfort letters, attest services, consents, and assistance with review of documents
filed with the SEC. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or
the review of interim financial statements.
Audit-Related Fees – This category consists of assurance and related services by the independent registered public accounting
firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under
“Audit Fees”.
Tax Fees – This category consists of professional services rendered by KPMG and Deloitte for tax compliance and tax advice.
The services for the fees disclosed under this category include tax return reviews and technical tax advice.
All Other Fees – This category consists of miscellaneous fees that are not otherwise included in the previous three categories.
Pre-Approval of Audit and Non-Audit Services
Pursuant to our Audit Committee charter, our Audit Committee reviews and pre-approves both audit and non -audit services to
be provided by our independent auditors. The authority to grant pre-approvals of non-audit services may be delegated to one or more
designated members of the Audit Committee whose decisions will be presented to the full Audit Committee at its next regularly
scheduled meeting. During fiscal years 2025 and 2024, all of the services provided by KPMG were pre-approved by the Audit
Committee.
39
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Incorporated by Reference Herein
Exhibit
No.
Description of Exhibit
Included
Herewith
Form
Exhibit
Filing Date
31.1
Certification of Principal Executive Officer pursuant
to Rules 13a-14(a) and 15d-14(a) under the Securities
Exchange Act of 1934, as amended
X
31.2
Certification of Principal Financial Officer pursuant
to Rules 13a-14(a) and 15d-14(a) under the Securities
Exchange Act of 1934, as amended
X
40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LESAKA TECHNOLOGIES, INC.
By: /s/ Ali Mazanderani
Ali Mazanderani
Executive Chairman and Director
Date: February 4, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
NAME
TITLE
DATE
/s/ Kuben Pillay
Lead Independent Director and Director
February 4, 2026
Kuben Pillay
/s/ Ali Mazanderani
Executive Chairman and Director (Principal Executive
Officer)
February 4, 2026
Ali Mazanderani
/s/ Dan L. Smith
Group Chief Financial Officer and Director (Principal
Financial and Accounting Officer)
February 4, 2026
Dan L. Smith
/s/ Antony C. Ball
Director
February 4, 2026
Antony C. Ball
/s/ Nonkululeko N. Gobodo
Director
February 4, 2026
Nonkululeko N. Gobodo
/s/ Steven J. Heilbron
Director
February 4, 2026
Steven J. Heilbron
/s/ Lincoln C. Mali
Director
February 4, 2026
Lincoln C. Mali
/s/ Sharron Venessa Naidoo
Director
February 4, 2026
Sharron Venessa Naidoo
/s/ Ekta Singh-Bushell
Director
February 4, 2026
Ekta Singh-Bushell
/s/ Dean Sparrow
Director
February 4, 2026
Dean Sparrow