Lesaka Technologies sets Nov. 18 vote on 11 directors
A quorum requires a majority of Lesaka's outstanding common shares to be present in person or by proxy.
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
DEF 14A
Rhea-AI Filing Summary
Lesaka Technologies, Inc. asks shareholders to vote at its November 18, 2026 annual meeting on 11 director nominees, ratification of KPMG, Inc. for the fiscal year ending June 30, 2027, and an advisory vote on named executive officer compensation. The Board recommends voting FOR each proposal. Nine directors are standing for re-election, while Carolina Lacerda and James Oates are standing for election for the first time. Each common share carries one vote; 85,794,723 common shares were outstanding as of September 25, 2026, the record date.
For fiscal 2026, cash incentive award payments were $354,875 for Group Chief Financial Officer Dan Smith, $400,000 for Head of Corporate Development and Mergers & Acquisitions Steven Heilbron, $300,000 for Group Chief Operating Officer Naeem Kola, and $354,874 for Chief Executive Officer: Southern Africa Lincoln Mali. On February 25, 2026, Mali was awarded a one-off bonus of ZAR 3,500,000 and 150,000 restricted shares. The shares vest in three equal tranches over three years beginning February 25, 2027, subject to continuous employment through each vesting date. The say-on-pay vote is non-binding.
Filing Explained
Dean Sparrow resigned from Lesaka’s board effective
Key Figures
Common shares outstanding: 85,794,723 shares
Director nominees: 11 directors
Independent directors: 7 of 11 directors
+3 more
6 metrics
Common shares outstanding
85,794,723 shares
As of September 25, 2026, the record date
Director nominees
11 directors
2026 annual meeting
Independent directors
7 of 11 directors
Board determination under Nasdaq independence standards
Dan Smith cash incentive award
$354,875
Fiscal 2026 actual payment
Lincoln Mali one-off bonus
ZAR 3,500,000
Awarded February 25, 2026
Lincoln Mali restricted stock award
150,000 shares
Awarded February 25, 2026; vests in three equal tranches beginning February 25, 2027, subject to continuous employment
Key Terms
broker non-votes, say-on-pay, cash incentive award plan, clawback policy
4 terms
broker non-votes regulatory
"referred to as “broker non-votes”"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
say-on-pay regulatory
"a “say-on-pay”"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
cash incentive award plan financial
"under the quantitative component of our cash incentive award plan"
clawback policy regulatory
"adopted a compensation clawback policy in November 2023"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
Compensation Summary
Compensation details
Say-on-Pay
Say-on-Pay Result
Advisory vote on named executive officer compensation; non-binding on the Board and Remuneration Committee.
Key Proposals
- Election of eleven directors
- Ratification of KPMG, Inc. as independent registered public accounting firm for the fiscal year ending June 30, 2027
- Advisory vote to approve named executive officer compensation
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much cash incentive compensation did Lesaka executives receive for fiscal 2026?
Dan Smith, Group Chief Financial Officer, received $354,875; Steven Heilbron, Head of Corporate Development and Mergers & Acquisitions, received $400,000; Naeem Kola, Group Chief Operating Officer, received $300,000; and Lincoln Mali, Chief Executive Officer: Southern Africa, received $354,874.
Is Lesaka's say-on-pay vote binding?
No. The say-on-pay vote is advisory and does not bind the Board or Remuneration Committee. The Board states that both will consider the vote's outcome when making future executive compensation decisions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14A -12
(Name of Registrant as Specified in Its Charter)
______________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]
No fee required.
[ ]
Fee paid previously with preliminary materials.
[ ]
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
LESAKA TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on November 18, 2026
To the Shareholders of Lesaka Technologies, Inc.:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders of Lesaka Technologies, Inc. will be held at our principal
executive offices located at 7 Parks Boulevard, Oxford Parks, Dunkeld, Johannesburg, 2196, South Africa on November 18, 2026 at
16:00 local time (9:00 am Eastern Time), for the following purposes:
1.
To elect eleven directors to serve until the next Annual Meeting of Shareholders and until their successors are duly
elected and qualified.
2.
To ratify the selection of KPMG, Inc. as our independent registered public accounting firm for the fiscal year ending
June 30, 2027.
3.
To hold an advisory vote to approve executive compensation.
4.
To transact such other business and act upon any such other matters which may properly come before the annual
meeting or any adjournment or postponement of the meeting.
Our Board of Directors has fixed the close of business on September 25, 2026, as the record date for determining shareholders entitled
to notice of, and to vote , at the meeting. A list of the shareholders as of the record date will be available for inspection by shareholders
at our principal executive offices during business hours for a period of ten days prior to the meeting.
Sincerely,
Kuben Pillay
Director and Lead Independent Director
Ali Mazanderani
Executive Chairman
Johannesburg, South Africa
October 2, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF
SHAREHOLDERS TO BE HELD ON NOVEMBER 18, 2026.
available on the internet. These materials, consisting of the Notice of Annual Meeting of Shareholders and Proxy Statement, including
proxy card, and annual report, may be viewed and downloaded at https://materials.proxyvote.com/64107N .
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete,
date, sign and return the proxy accompanying this notice as promptly as possible in order to ensure your representation at th
e
meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if
you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are
held of record by a broker, bank or other agent and you wish to vote at the meeting, you must request and obtain a proxy issued
in your name from that record holder. You may also submit your proxy via the internet as specified in the accompanying internet
voting instructions. Shareholders registered on our South African Branch Register (“South African Shareholders”) are referred
to the special instructions contained on page 4 of this proxy statement.
1
TABLE OF CONTENTS
Page
PROXY STATEMENT EXECUTIVE SUMMARY ..................................................................
2
VOTING RIGHTS AND PROCEDURES ....................................................................................
3
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING ......................................
5
PROPOSAL NO. 1: ELECTION OF DIRECTORS ............................................................
5
PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.................................................................
8
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE EXECUTIVE
COMPENSATION ....................................................................................................................
9
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE .........................................
9
MEETINGS OF THE BOARD AND DIRECTOR INDEPENDENCE ...........................
9
COMMITTEES OF THE BOARD .........................................................................................
10
BOARD LEADERSHIP STRUCTURE AND BOARD OVERSIGHT OF RISK.........
12
REMUNERATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION ......................................................................................................................
12
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS ...........................
13
SHAREHOLDER COMMUNICATIONS WITH THE BOARD .....................................
14
CORPORATE GOVERNANCE GUIDELINES..................................................................
14
CODE OF ETHICS....................................................................................................................
14
SHARE OWNERSHIP GUIDELINES ..................................................................................
14
COMPENSATION OF DIRECTORS ....................................................................................
15
EQUITY COMPENSATION PLAN INFORMATION ..............................................................
15
EXECUTIVE COMPENSATION ..................................................................................................
15
ANALYSIS OF RISK IN OUR COMPENSATION STRUCTURE ................................
15
COMPENSATION DISCUSSION AND ANALYSIS ...............................................................
16
EXECUTIVE SUMMARY ......................................................................................................
16
COMPENSATION PROGRAM OVERVIEW FOR FISCAL 2026 ................................
17
ELEMENTS OF 2026 COMPENSATION ...........................................................................
20
OTHER CONSIDERATIONS .................................................................................................
24
REMUNERATION COMMITTEE REPORT ......................................................................
26
EXECUTIVE COMPENSATION TABLES .........................................................................
26
SUMMARY COMPENSATION TABLE .............................................................................
27
PAY RATIO DISCLOSURE ................................................................
28
ACTUAL 2026 COMPENSATION MIX..............................................................................
28
GRANTS OF PLAN-BASED AWARDS ..............................................................................
29
OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR-
END
........................
30
OPTION EXERCISES AND STOCK VESTED..................................................................
31
PAY VERSUS PERFORMANCE DISCLOSURES ...........................................................
32
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-
IN
-CONTROL .
39
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS .................
40
DELINQUENT SECTION 16(A) REPORTS ..............................................................................
41
AUDIT AND NON-AUDIT FEES .................................................................................................
41
AUDIT AND RISK COMMITTEE REPORT .............................................................................
41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT ...............................................................................................................................
42
ADDITIONAL INFORMATION ...................................................................................................
44
2
LESAKA TECHNOLOGIES, INC.
PROXY STATEMENT EXECUTIVE SUMMARY
ANNUAL MEETING OF SHAREHOLDERS
Time and Date
16:00 local time (9:00 am Eastern Time) on November 18, 2026
Place
7 Parks Boulevard, Oxford Parks, Dunkeld, Johannesburg, 2196, South Africa
Record Date
September 25, 2026
PROPOSALS TO BE VOTED ON AND BOARD VOTING RECOMMENDATIONS
The following is a summary of proposals to be voted on at the annual meeting and the recommendation of our Board of Directors (our
“Board”) with respect to each such proposal. This is only a summary, and it may not contain all of the information that is important
to you. For more complete information, please review the proxy statement as well as our Annual Report on Form 10 -K (“Annual
Report”).
Proposal 1
Election of Directors
The Board has nominated eleven of our current directors
for election at the annual meeting, of whom nine are
standing for re-election and two, Carolina Lacerda and
James Oates, are standing for election by our shareholders
for the first time at the annual meeting to hold office until
the 2027 annual meeting. More information about this
proposal can be found on pages 5 to 8.
Recommendation:
FOR
each of the director nominees.
Proposal 2
Ratification of Independent Registered Public Accounting
Firm
The Board requests shareholders to ratify the selection of
KPMG, Inc. as our independent registered public accounting
firm for the fiscal year ending June 30, 202 7. More information
about this proposal can be found on page 8.
Recommendation:
FOR
the
ratification of the selection of KPMG, Inc. as our independent
registered public accounting firm.
Proposal 3
Advisory Vote to Approve Executive Compensation
The Board is providing shareholders with the opportunity
to vote to approve, on an advisory basis, the
compensation of our executive officers named in the
Summary Compensation Table under “Executive
Compensation”. More information about this proposal
can be found on page 9.
Recommendation:
FOR
the approval of executive compensation.
We are making use of the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their
shareholders over the internet. On or about October 6, 2026, we mailed to shareholders of record on the record date a Notice of Internet
Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our Annual Report
for the fiscal year ended June 30, 2026 , online. If you received a Notice by mail, you will not automatically receive a printed copy of
our proxy materials in the mail. You may request a paper copy of our proxy materials by mail or an electronic copy by e-mail by
following the instructions listed on the Notice.
3
CORPORATE GOVERNANCE
Our Board is committed to excellence in corporate governance. We believe that principled and ethical governance benefits you, our
shareholders, as well as our customers, employees and communities, and we maintain a governance profile that aligns with indu stry-
leading standards. We believe that our governance structure will have a direct impact on the strength of our business. The following
table presents a brief summary of our key governance structures.
Board Conduct and Oversight
Independence and Participation
Shareholder Rights
ü
Regular risk assessment
ü
Standards of ethics applied to all
directors, executive officers and
employees
ü
Succession planning and leadership
development efforts
ü
Evaluations of the Board and its
committees
ü
Seven of the current eleven
directors are Nasdaq-
independent
ü
Executive sessions of non-
employee directors are
regularly held
ü
Audit and Risk Committee,
Remuneration Committee, and
Nominating and Corporate
Governance Committee are
each made up entirely of
independent directors
ü
Special meeting right for
shareholders holding an
aggregate of 10% of voting
stock
ü
All directors annually elected;
no staggered Board
ü
No “poison pill”
ü
No supermajority voting
requirements to change
organizational documents
VOTING RIGHTS AND PROCEDURES
Shareholders as of the close of business on September 25, 2026, the record date, may attend and vote at the annual meeting.
Each share is entitled to one vote. There were 85,794,723 shares of common stock outstanding on the record date.
A majority of the total number of outstanding shares of common stock, present either in person or by proxy, will constitute
a quorum for the transaction of business at the annual meeting. Shareholders who are present at the annual meeting in person or by
proxy and who abstain, and proxies relating to shares held by a bank or broker on your behalf (that is, in “street name”), that are voted
on some proposals but not others (referred to as “broker non-votes”) will be treated as present for purposes of determining whether a
quorum is present. In the event that there are not sufficient votes to approve any proposal at the annual meeting, the annual meeting
may be adjourned in order to permit the further solicitation of proxies. The inspector of election appointed for the annual meeting will
tabulate all votes and will separately tabulate affirmative and negative votes, abstentions and broker non -votes.
The following describes how you may vote on each proposal and the votes required for approval of each proposal:
-
Proposal No. 1
— Our eleven director nominees will be elected by a plurality of votes. You may vote for each director nominee
or withhold your vote from one or more of the nominees. Withholding a vote as to any director nominee is the equivalent of
abstaining. In an uncontested election such as this, abstentions and broker non-votes have no effect on the outcome of the vote,
since approval by a specific percentage of the shares present or outstanding is not required.
-
Proposal No. 2
—The ratification of the selection of KPMG, Inc. (“KPMG”) to act as our independent registered public accounting
firm will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may
vote for or agai nst the proposal or you may abstain from voting. Abstentions and broker non-votes will not affect the outcome of
the vote.
-
Proposal No. 3
—The advisory vote to approve executive compensation will be approved if the votes cast in favor of the proposal
exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting.
Abstentions and broker non -votes will not affect the outcome of the vote.
If you provide your voting instructions on your proxy, your shares will be voted as you instruct, and, if a proposal comes up
for a vote at the annual meeting that is not on the proxy, according to the best judgment of the persons named in the proxy.
If you do not indicate a specific choice on a proxy that you sign and submit, your shares will be voted:
-
FOR each of the director nominees;
-
FOR the ratification of the selection of KPMG as our independent registered public accounting firm; and
-
FOR the approval of executive compensation.
4
If your shares are held in “street name,” and you do not instruct the bank or broker how to vote your shares on Proposals 1 or
3, the bank or broker may not exercise discretion to vote for or against those proposals. This would be a “broker non -vote” and these
shares will not be counted as having been voted on the applicable proposal. With respect to Proposal 2, the bank or broker may exercise
its discretion to vote for or against that proposal in the absence of your instruction.
Please instruct your bank or broker so your
vote can be counted
.
Revocability of Proxies
You may revoke your proxy at any time prior to exercise of the proxy by delivering a written notice of revocation or a duly
executed proxy with a later date by mail to our corporate secretary at Lesaka Technologies, Inc., P.O. Box 2424, Parklands 2121,
South Africa, or by attending the meeting and voting in person. If you hold shares in “street name”, you must contact that firm to
revoke any prior voting instructions.
Internet Availability of Proxy Materials and Annual Report
A complete set of proxy materials relating to our annual meeting is available on the internet. These materials, consisting of
the Notice of Annual Meeting of Shareholders and Proxy Statement, including proxy card, and Annual Report, may be viewed and
downloaded at https://materials.proxyvote.com/64107N.
Market Information
and, via a secondary listing, on the Johannesburg Stock Exchange (“JSE”), in South Africa under the symbol “LSK”. Nasdaq is our
principal market for the trading of our common stock. Our transfer agent in the United States is Computershare Shareowner Services
LLC, 480 Washington Blvd., Jersey City, New Jersey 07310. Our transfer agent in South Africa is JSE Investor Services (Pty) Ltd
(“JSE Investor Services”), One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196, South Africa.
Special Instructions to South African Shareholders
We are required to comply with certain South African regulations related to the circulation and tabulation of proxies issued
to our shareholders which hold their shares on the South African Branch Register (“SA Shareholders”). The proxy form marked
“Lesaka Technologies, Inc. Proxy for Shareholders Registered on South African Branch Register” must be used by SA Shareholders.
The South African proxy must be lodged, posted or faxed to JSE Investor Services so as to reach them by 16:00, local time, on
November 13, 202 6. SA Shareholders that have already dematerialized their shares through a Central Securities Depository Participant
(“CSDP”) or broker, other than with own-name registration, should not complete the South African proxy. Instead, they should provide
their CSDP or broker with their voting instructions or, alternatively, they should inform their CSDP or broker of their intention to
attend the annual meeting in order for their CSDP or broker to be able to issue them with the necessary authorization to enable them
to attend such meeting. SA Shareholders that hold their shares in certificated form or dematerialized own-name registration should
complete the South African proxy and return it to JSE Investor Services.
Solicitation
including the preparation, assembly, printing and mailing of this proxy statement, including the proxy card and any additiona
l
solicitation materials furnished to our shareholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries
and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material
to such beneficial owners. We may reimburse these persons for their reasonable expenses in forwarding solicitation materials to
beneficial owners. The original solicitation of proxies by mail may be supplemented by a solicitation by personal contacts, telephone,
facsimile, electronic mail or any other means by our directors, officers or employees. No additional compensation will be paid to our
directors, officers or employees for performing these services. Except as described above, we do not presently intend to solicit proxies
other than by mail.
5
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The terms of office of each of our current directors will expire at the annual meeting. The Board has nominated nine of our current
directors for re-election and two directors for election (see “Information Regarding the Nominees” for information on all directors),
each for a one-year term. Mr. Sparrow resigned from the Board effective September 25, 2026 .
The persons named in the enclosed proxy intend to vote properly executed and returned proxies
FOR
proposed by the Board unless authority to vote is withheld. If any nominee is unable or unwilling to serve, the persons named in the
proxy will vote for such substitute nominee or nominees as they, in their discretion, shall determine. The Board has no reason to
believe that any nominee named herein will be unable or unwilling to serve.
The Board recommends that you vote FOR the election of each of the director nominees.
Information Regarding the Nominees
Antony Ball
67 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
65 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
61 years old
Director since 2022
Mr. Heilbron has been the head of business development and mergers & acquisitions at Lesaka since
January 1, 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
Chartered Accountant (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.
6
Carolina Lacerda
54 years old
Director since
September 2026
Ms. Lacerda has extensive experience serving as independent board member of listed companies in Brazil,
the UK, China and the US, spanning financial services, digital banking, energy, infrastructure, pharma,
telecom, logistics and consumer sectors. She is the former Head of Investment Banking Brazil at UBS,
with a strong track record advising companies, boards, CEOs and shareholders on governance, capital
allocation, M&A and risk oversight. Ms. Lacerda is recognized for leadership in audit committees,
financial expertise and navigating complex stakeholder environments, including companies with
international shareholders and cross-border operation.
Ms. Lacerda is currently the Head of South America for Conquer AI, where she leads AI advisory strategy
supporting executives and boards in adopting AI-driven decision-making and AI Natives. She currently
serves as independent director, chair of the audit & risk committee and member of the people committee
of Vivara Participações (B3: VIVA3); independent director and member of the related parties committee
of BB Seguridade (B3: BBSE3); independent director and financial expert to the audit committee of
PagBank PagSeguro (NYSE: PAGS); independent director and chair of the audit, risks & related parties
committee of China Three Gorges Brasil; and independent director and member of the health, safety &
environment committee of IHS Towers (NYSE: IHS).
Ms. Lacerda holds a BA in Economics from the University of São Paulo and an MBA (Finance) from
Columbia Business School. She has an International Directors Certificate from INSEAD, and a Corporate
Director Certificate from Harvard Executive Education. In addition, she holds qualifications in Generative
AI from the London School of Economics and in Digital Transformation from MIT. Ms. Lacerda is also
a Certified Board Member of the IBGC.
The Board believes that Ms. Lacerda’s financial, risk and M&A expertise, as well as her experience in
global business, provide necessary and desired skills, experience and perspective to our Board
.
Lincoln Mali
58 years old
Director since 2021
Mr. Mali has been our Chief Executive Officer: Southern Africa since May 1, 2021, and is a financial
services executive with over 25 years of experience. Under his leadership, Lesaka has delivered a
multiyear turnaround, moving from loss-making to consistent profitability and sustained EBITDA growth,
recognized in 2025 when he was named All Africa Business Leader of the Year at the AABLA awards.
Until April 2021, he was head of group card and payments at Standard Bank Group, where he held various
roles since 2001. He chaired the board of Diners Club South Africa until April 2021 and served on Visa's
Central and Eastern Europe, Middle East and Africa Business Council. He is also founding President of
the Association of South African Payment Providers (ASAPP).
Mr. Mali holds BA and LLB degrees from Rhodes University and an MBA from Henley Management
College, and completed Harvard Business School's Advanced Management Program. In 2026, he received
an honorary degree from Urban College of Boston.
The Board believes Mr. Mali's industry relationships, turnaround track record and motivational leadership
style make him well-suited to serve as a director.
Ali Mazanderani
44 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.
7
Venessa Naidoo
62 years old
Director since 2023
Ms. Naidoo is an experienced non-executive director and currently chairs the board of OUTsurance Group
Limited (JSE: OUT), a leading South African insurance company with operations in South Africa,
Australia and Ireland, and serves on the board of Fortress Real Estate Investments Limited (JSE: FFB), a
property investment company with investments in South Africa, Central and Eastern Europe. She resigned
from the board of RFG Holdings Limited (JSE: RFG), a convenience meals solutions company in South
Africa, effective March 31, 2026.
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.
James Oates
53 years old
Director since
September 2026
Mr. Oates is a seasoned leader and governance, audit, risk, and regulatory compliance expert. He has vast
international experience in Fortune Global 500 financial services companies, focused on overall
organizational health and the key risks of cyber, technology, data, financial crime and conduct. He has a
record of transforming organizations to achieve optimal effectiveness.
Since 2002, Mr. Oates served in various leadership positions at UBS, one of the largest global financial
institutions and the world’s largest wealth manager. He served as Chief Audit Executive, Chief
Compliance Officer and Global Head of Compliance & Operational Risk Control. Mr. Oates led or
participated in investigating, crisis managing, and remediating the major events affecting the financial
industry globally, including the subprime crisis, market manipulation, unauthorized trading and financial
crime matters. Mr. Oates serves on the boards of Aison Technologies AG, Iona Preparatory School and
Raisin SE, where he is also Chair of the Audit & Risk Committee. He is Principal of Eventum Risk
Advisors LLC and Strategic Advisor to Grant Thornton LLP and NextWave.
Mr. Oates received a Bachelor of Business Administration Honors degree in Finance from Iona University
and was Series 7 and 63 registered with FINRA. He is ‘Directorship Certified’ by the National Association
of Corporate Directors (“NACD”) and certified in Cyber Risk Oversight by the NACD & Carnegie Mellon
University.
The Board believes that Mr. Oates’ leadership, compliance and risk expertise, as well as his experience in
global business, provide necessary and desired skills, experience and perspective to 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). He has retired from his position as lead independent director of OUTsurance (JSE: OUT),
effective November 2026. He was the non -executive chairman of the Primedia Group from 2014 to 2017
and served as its group CEO from 2009 to 2014. Mr. Pillay was a managing financial partner at public
interest law firm, Cheadle Thompson and Haysom, 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 has also served as the independent non-executive chairman of Cell C Limited from August
2017 to October 2019 , and also served as an independent non-executive director of Nutun Limited, (JSE:
NTU), formerly Transaction Capital Limited, until March 7, 2024. 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 valuabl e member of our Board.
8
Ekta Singh -Bushell
54 years old
Director since 2018
Ms. Singh-Bushell serves on global technology public and private corporate boards. She serves on the
board of Sunbelt Rentals Inc. (NYSE: SUNB, LSE: SUNB), and ChargePoint, Inc. (NYSE: CHPT), a
leading global EV charging as a service company, where she is a member of the audit committee. She
offers a rare combination of audit committee financial and technology expertise, complemented by C-
suite experience.
Formerly she served on the board, as chair of the 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 that
securely connects industries and communities through networking, security, collaboration, cloud
management, and other services, Huron Consulting Group (NASDAQ: HURN), a global consulting
company offering services to healthcare, higher education, and commercial industries, where she served
as chair of the compensation committee and member of the nominating and governance, finance and
capital allocation and technology committees, 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, sustainabili ty, 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.
Dan Smith
54 years old
Director since 2024
Mr. Smith has been our Group Chief Financial Officer since October 1, 2024. Prior to joining Lesaka, Mr.
Smith was a partner and director in VCP, where he was actively involved in the execution of Lesaka’s
acquisition and funding strategy, as well as other of VCP’s investments. Mr. Smith has held various senior
roles in the financial services sectors in both South Africa and the United Kingdom, including leading the
mergers and acquisitions team at Standard Bank South Africa, the non-banking financial institutions team
at Nomura International PLC, PWC Corporate Finance and SG Hambros South Africa. Mr. Smith is also
a director of ADvTECH Limited (JSE: ADH), a pan -African education and resourcing group.
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. Mr. Smith also holds various certifications in
valuation techniques and strategic client management .
The Board believes that Mr. Smith’s strong leadership skills, his financial and accounting expertise and
global experience with corporate transactions and capital markets make him well-suited to serve as a
director.
PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit and Risk Committee of our Board has selected KPMG to serve as our independent registered public accounting
firm for the fiscal year ending June 30, 2027. A representative of KPMG is expected to be present at the annual meeting. Such
representative will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to
appropriate questions from shareholders .
The Board requests our shareholders to ratify the selection of KPMG as our independent registered public accounting firm
for the fiscal year ending June 30, 202 7. Although ratification is not required by our Amended and Restated By-Laws or otherwise,
the Board is submitting the selection of KPMG to our shareholders for ratification as a matter of good corporate practice. In the event
our shareholders fail to ratify the appointment, the Audit and Risk Committee may reconsider this selection. Even if the selection is
ratified, the Audit and Risk Committee in its discretion may select a different registered public accounting firm at any time during the
year if it determines that such a change would be in our best interests and the best interests of our shareholders.
The Board recommends a vote FOR the ratification of the selection of KPMG.
9
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
We are providing you with the opportunity to vote to approve, on an advisory basis, the compensation of our executive
officers named in the Summary Compensation Table under “Executive Compensation,” to whom we refer as our “named executive
officers” or “NEOs”. This proposal, which is commonly referred to as “say on pay,” is required by Section 14A of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
The philosophy of our executive compensation program is to link compensation to the achievement of our key strategic and
financial goals. Therefore, we reward our executives for their contributions to our annual and long-term performance by tying a
significant portion of their total compensation to key drivers of increased shareholder value. At the same time, we believe our program
does not encourage excessive risk-taking by management. The “Executive Compensation” section of this proxy statement beginning
on page 19, including the “Compensation Discussion and Analysis,” describes in detail our executive compensation program and the
decisions made by the Remuneration Committee with respect to our fiscal year ended June 30, 2026.
The Board requests shareholders to cast a non -binding advisory vote on the following resolution:
“Resolved, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the
disclosure rules of the U.S. Securities and Exchange Commission (the “SEC”), including the Compensation Discussion and
Analysis, compensation tables and narrative discussions, is approved on an advisory basis”.
Because your vote is advisory, it will not be binding upon the Board or the Remuneration Committee. However, the Board
and the Remuneration Committee value the opinions expressed by our shareholders and will consider the outcome of the vote when
considering future executive compensation decisions.
The Board recommends a vote FOR the approval of the compensation of our named executive officers.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
MEETINGS OF THE BOARD AND DIRECTOR INDEPENDENCE
Our Board typically holds a regular meeting once every quarter and holds special meetings when necessary. During the fiscal
year ended June 30, 2026 , our Board held a total of five meetings. Each of our directors attended all 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. Eight out of our eleven directors attended last year’s annual meeting . Mr.
Mazanderani did not attend the annual meeting last year, and neither did Ms. Lacerda and Mr. Oates because they were not members
of the board at that time.
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 seven 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, Oates and Pillay and
Mses. Gobodo, Lacerda, Naidoo and Singh-Bushell.
10
COMMITTEES OF THE BOARD
The Board has established an Audit and Risk 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 and Risk
Committee
Remuneration
Committee
Nominating and
Corporate
Governance
Committee
Social and
Ethics
Committee
Capital
Allocation
Committee
Antony Ball ..................................
X*
X
X*
Nonkululeko Gobodo .................
X
X*
Carolina Lacerda .........................
X
X
Lincoln Mali (#) ..........................
X
Ali Mazanderani (#*) .................
X
Venessa Naidoo ...........................
X
X
James Oates ..................................
X
Kuben Pillay (^) ..........................
X
X*
X
Ekta Singh-Bushell .....................
X*
X
X
# Executive
* Chairperson
^ Lead Independent Director
Audit and Risk Committee
The Audit and Risk Committee consists of Mses. Singh-Bushell, Gobodo, Lacerda and Naidoo, and Mr. Oates, with Ms.
Singh-Bushell acting as the Chairperson. The composition of the Audit and Risk 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,
Lacerda , and Naidoo, and Mr. Oates 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 and Risk Committee held 12 meetings during the 2026 fiscal
year. See “Audit and Risk Committee Report” on page 41.
The Audit and Risk 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 and Risk Committee charter is available free of charge on our website,
www.lesaka.tech
.
11
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 202 6 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.lesaka.tech
.
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 two meetings during the 2026 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.lesaka.tech
.
12
Social and Ethics Committee
The Social and Ethics Committee consists of Mses. Gobodo and Singh-Bushell and Messrs. Mali and Pillay, with Ms. Gobodo
acting as the Chairperson. The Social and Ethics Committee held three meetings during the 202 6 fiscal year.
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.lesaka.tech
.
Capital Allocation Committee
The Capital Allocation Committee consists of Messrs. Ball and Mazanderani and Ms. Lacerda, with Mr. Ball acting as the
Chairperson. The Capital Allocation Committee held four meetings during the 2026 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.lesaka.tech
.
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 manag ement 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 and Risk 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 affect ing us.
Furthermore, the Audit and Risk Committee provides direct 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.
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.
13
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 capabilit y within the Board.
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.
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. The Nominating and Corporate Governance Committee identified Ms. Lacerda and Mr. Oates with the assistance of
a third-party search firm, which we engaged and paid to identify and evaluate director candidates. Neither Ms. Lacerda nor Mr. Oates
was recommended by a security holder of our company and neither director's appointment was made pursuant to any arrangement or
understanding between the director and any other person.
3
7
7
6
6
4
7
5
6
7
7
2
4
4
4
4
1
4
4
4
4
4
Sales, brand and marketing (5)
Mergers and acquisitions (11)
Risk management oversight (11)
Accounting / finance (10)
Corporate governance / law (10)
Environment and climate (5)
People and culture (11)
Financial technology (9)
Global business (10)
Senior executive leadership (11)
Public company board (11)
Our director nominees’ core competencies and capabilities –out of 11 nominee directors
Non-executive
Executive
Total directors
14
SHAREHOLDER COMMUNICATIONS WITH THE BOARD
Any shareholder who wishes to communicate directly with the Board may do so via mail or e-mail, addressed as follows:
Lesaka Technologies, Inc.
Board of Directors
P.O. Box 2424
Parklands, 2121,
South Africa
E-mail:
investorrelations@lesakatech.com
cosec@lesakatech.com
Shareholders engaging with us are required to include their name and address in any such written or e-mail communication
and also indicate whether the sender is a shareholder of our company. The corporate secretary shall transmit any communication to
the Board, or individual director(s), as applicable, as soon as practicable upon receipt. Absent safety or security concerns, the corporate
secretary shall relay all communications, without any other screening for content.
CORPORATE GOVERNANCE GUIDELINES
The Board has adopted a set of Corporate Governance Guidelines. We will continue to monitor our Corporate Governance
Guidelines and adopt changes as necessary to comply with rules adopted by the SEC and Nasdaq and to conform to best industry
practice. This monitoring will include comparing our existing policies and practices to policies and practices suggested by various
groups or authorities active in corporate governance and the practices of other public companies. A copy of our Corporate Governance
Guidelines is available on our website at
www.lesaka.tech
.
CODE OF ETHICS
The Board has adopted a written code of ethics, as defined in the regulations of the SEC. We require all of our directors,
officers, employees, contractors, consultants and temporary staff, including Messrs. Mazanderani, Smith, Heilbron, Kola and Mali,
and other senior personnel performing similar functions, to adhere to this code in addressing the legal and ethical issues encountered
in conducting their work. Our code of ethics requires avoidance of conflicts of interest, compliance with all laws and other legal
requirements, conduct of business in an honest and ethical manner, integrity and actions in our best interest. Directors, officers and
employees are required to report any conduct that they believe in good faith to be an actual or appa rent violation of the code.
The Sarbanes -Oxley Act of 2002 requires companies to have procedures to receive, retain and treat complaints received
regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by
employees of concerns regarding questionable accounting or auditing matters. We currently have such procedures in place. A copy of
our code of ethics is available on our website at
www.lesaka.tech
.
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 share ownership guidelines
.
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.
15
COMPENSATION OF DIRECTORS
Directors who are also executive officers do not receive separate compensation for their services as directors. During fiscal
2026, our non -employee directors then serving on the board received compensation as described below.
Name
Fiscal 2026
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
Nonkululeko Gobodo
150,500
150,500
-
-
21,439
171,939
Venessa Naidoo
130,000
130,000
-
-
19,500
149,500
Kuben Pillay
228,000
228,000
-
-
34,159
262,159
Ekta Singh-Bushell
192,500
192,500
-
-
-
192,500
Dean Sparrow
105,000
105,000
-
-
-
105,000
(1) Column represents total fiscal 202 6 fees for the full year.
(2) Represents value added taxes which are statutory indirect taxes charged in ZAR on Messrs. Ball and Pillay’s and Mses.
Gobodo and Naidoo’s compensation and reimbursed to them.
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 , 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, 2026 :
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 ................................................................
1,845,708
$6.52
3,821,116
Awarded to Mr. Mazanderani in June 2024
4,000,000
$9.75
N/A
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 202 6. 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.
16
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.
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, non-binding advisory vote to approve executive
compensation (a “say-on-pay”). At our annual meeting of shareholders held on December 8, 2025, 99.8% 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 offic ers.
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 and enforce a clawback policy 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
17
Our named executive officers for fiscal 202 6 are set forth in the following table:
Name of Executive Officer
Title
Ali Mazanderani
Executive Chairman and Director
Dan Smith
Group Chief Financial Officer and Director
Naeem Kola
Group Chief Operating Officer
Steven Heilbron
Head of Corporate Development and Mergers & Acquisitions and Director
Lincoln Mali
Chief Executive Officer: Southern Africa and Director
Fiscal 2026 Compensation Summary
Base Salary.
To ensure competitive remuneration and parity the annual base salaries of certain of our executives were adjusted.
Effective September 1, 2025, Mr. Smith’s annual base salary was increased by 12.50% from ZAR 6,000,000 to ZAR
6,750,000. Effective from February 1, 2026, Mr. Mali’s annual base salary was increased by 6.67% from ZAR 7,500,000 to
ZAR 8,000,000 . Messrs. Heilbron and Kola’s annual base salary were kept at $400,000, and Mr. Mazanderani’s annual base
salary was kept at $600,000 .
One-off bonus.
On February 25, 2026, the Remuneration Committee award ed Mr. Mali a one-off bonus of ZAR 3,500,000 .
Performance-Based Annual Cash Incentive.
Messrs. Smith, Heilbron, Kola and Mali received payments of ZAR 3,300,000
($195,181); $120,000 ; $160,000 and ZAR 3,000,000 ($177,437), respectively, under the quantitative component of our cash
incentive award plan, and representing 83%; 83%; 67% and 83% of the maximum expected performance range for the
quantitative component of the award . Messrs. Smith, Heilbron, Kola and Mali received payments of ZAR 2,700,000
($159,694); $280,000; $140,000 and ZAR 3,000,000 ($177,437), respectively, under the qualitative component of our cash
incentive award plan, and representing 67%; 83%; 58% and 56% 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 2026.
Long-Term Equity Based Incentives.
On February 25, 202 6, our Board awarded 150,000 shares of restricted stock to Mr. Mali.
The shares will vest in three equal tranches over a three-year period commencing February 25, 2027, and are subject to Mr.
Mali’s continuous employment through each vesting date.
COMPENSATION PROGRAM OVERVIEW FOR FISCAL 2026
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 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 for the nature of the executive role.
.
18
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
compensati on 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 2026 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. No equity awards were included in the fiscal 2026 compensation program, and the
grant of restricted stock to Mr. Mali in February 2026 w
as
an ad hoc retention award.
100%
45%
45%
45%
46%
55%
55%
54%
54%
1%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Ali Mazanderani
Dan Smith
Steven Heilbron
Naeem Kola
Lincoln Mali
Named Executive Officers -Mix of Elements for 2026 Compensation Program
Salary
Cash Incentive Award
Other
19
Compensation Objectives
Performance
. We seek to motivate and drive accountability with 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-bas ed 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 , Medallion Financial
Corp., Model N, Inc. , MoneyLion Inc. , PayPoint plc, Repay Holdings Corporation , Synchronoss Technologies, Inc. , and Transaction
Capital Limited. No benchmarking was done in this fiscal year and we will embark on a refreshed peer review process for the new
financial year.
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 Corporate Development and Mergers & Acquisitions, respectively. In addition, each of Messrs. Kola, Mali
,
Mazanderani 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, July 1, 2026 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. Mazand erani, 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.
20
Except for Mr. Mazanderani, each of named executive officers are subject to certain restrictive covenants, as follows: During
their employment, and for a period of 24 months thereafter, they may not solicit employees to terminate employment with Lesaka or
solicit customers to alter their relationship with Lesaka or to engage in any competing business. Furthermore, each such named
executive officer is subject to a non -compete (to the effect that they may not be interested or involved in any business which competes
with, or is similar to, the business of Lesaka), which endures during his employment and for a period of 24 months thereafter, in the
case of Mr. Mali; a period of 12 months thereafter, in the case of Messrs. Smith and Kola; and a period of 3 months thereafter, in the
case of Mr. Heilbron. Mr. Mazanderani’s restrictive covenant agreement does not contain a non-solicitation or 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 202 6 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
outstandi ng 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 certain of our executives were adjusted.
Effective
September 1, 2025, Mr. Smith’s annual base salary was increased by 12.50% from ZAR 6,000,000 to ZAR 6,750,000. Effective from
February 1, 2026, Mr. Mali’s annual base salary was increased by 6.67% from ZAR 7,500,000 to ZAR 8,000,000. Messrs. Heilbron
and Kola’s annual base salar ies were kept at $400,000, and Mr. Mazanderani’s annual base salary was kept at $600,000 . In addition,
with effect from July 1, 2026, Mr. Mazanderani received an annual base salary of ZAR 5,000,000 from Lesaka Technologies
Proprietary Limited as a consequence of his employment with this entity.
Performance-Based Pay
Messrs. Smith, Heilbron, Kola and Mali
For fiscal 202 6, the Remuneration Committee established a cash incentive award plan for Messrs. Smith, Heilbron, Kola 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 2026 financial performance and each individual’s contribution toward the achievement of certain
objectives .
21
Mr. Smith
The cash incentive award plan provided for an expected performance range cash incentive award of between 0% and 120%
of Mr. Smith’s annual base salary of ZAR 6,750,000 ($399,233 translated at the average rate of exchange for the year) for fiscal 202 6.
Under the plan, a 50% weighting was based on quantitative factors and 50% 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.
Mr. Heilbron
The cash incentive award plan provided for an expected performance range cash incentive award of between 0% and 120%
of Mr. Heilbron’s annual base salary of $400,000 for fiscal 202 6. 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. Kola
The cash incentive award plan provided for an expected performance range cash incentive award of between 0% and 120%
of Mr. Kola’s annual base salary of $400,000 for fiscal 202 6. Under the plan, a 50% weighting was based on quantitative factors and
50% 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. Mali
The cash incentive award plan provided for an expected performance range cash incentive award of between 0% and 120%
of Mr. Mali’s annual base salary of ZAR 7,500,000 ($443,593 translated at the average rate of exchange for the year) for fiscal 202 6.
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 Kola was eligible to receive an amount equal to 0% to 60% of his individual annual base salary;
Mr. Heilbron, 0% to 36%; and Mr. Mali, 0% to 48%, if specified quantitative targets are achieved. The quantitative targets were as
follows:
Allocation of quantitative portion to quantitative targets
Quantitative targets:
Smith
Heilbron
Kola
Mali
Group Net Revenue (A)
10%
10%
10%
10%
Group Adjusted EBITDA (B)
10%
10%
10%
10%
Net Debt: EBITDA (C)
10%
-
-
-
Free Cash Flow Conversion (D)
10%
-
-
-
Positive Earnings
10%
10%
10%
10%
Consumer Segment Adjusted EBITDA (E)
-
-
-
10%
Synergies (F)
-
-
20%
-
Total quantitative portion of cash incentive awards
50%
30%
50%
40%
(A) Group Net Revenue target of ZAR 6.0 billion.
(B) Group Adjusted EBITDA target of ZAR 1.288 billion.
(C) Net Debt to EBITDA target of less than 1.9 times .
(D) Free Cash Flow conversion target of more than 51% of Group Adjusted EBITDA
(E) Consumer Segment Adjusted EBITDA target of ZAR 0.610 billion.
(F) Unlock synergies in Merchant and Enterprise.
22
Qualitative Portion of the Cash Incentive Award Plan
Each of Messrs. Smith and Kola was eligible to receive an amount equal to 0% to 60% of his individual annual base salary;
Mr. Heilbron, 0% to 84%; and Mr. Mali, 0% to 72%, if specified qualitative targets are achieved. The qualitative targets were as
follows:
Mr. Smith was eligible to receive an amount up to 60% 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 (50%) in
parentheses):
●
Executing various finance function improvement plans in fiscal 2026 (30%);
●
Demonstrable strengthening of Sarbanes -Oxley (“SOX”)–compliant internal controls, including improved documentation, review
rigor, and remediation of identified control weaknesses (10%);
●
Developing and managing various treasury and funding processes in fiscal 2026 (5%); and
●
Evolving to a performance culture with collaborative and cohesive culture in the finance function across the organization (5%).
Mr. Heilbron was eligible to receive an amount up to 84% 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
(70%) in parentheses ):
●
Delivering on any potential M&A objectives in fiscal 2026 (45%);
●
Closing and integrating the Bank Zero acquisition (15%); and
●
Embedding Lesaka’s high-performance corporate culture across the organization (10%).
Mr. Kola was eligible to receive an amount up to 60% 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 (50%) in
parentheses) :
●
Delivering the integration of Lesaka Utilities (formerly known as Recharger) into our company (30%);
●
Driving a single regional office footprint in South Africa (10%); and
●
Supporting the integration
of
the individual Merchant businesses into a unified Merchant operation (10%).
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 (60%) in
parentheses):
●
Driving communication, public relations, brand management and key stakeholder relationships (25%);
●
Leading change in Lesaka’s value’s system, which are caring and inclusive, driving a high-performance corporate culture
throughout the organization and promoting a customer centric mindset across the organization (20%);
●
Participating in policy reforms in the regulatory environments in which Lesaka operates (10%); and
●
Demonstrable strengthening of SOX–compliant internal controls, including improved documentation, review rigor, and
remediation of identified control weaknesses (5%).
23
Potential and Actual Payments
The table below presents our potential payments to Messrs. Smith, Heilbron, Kola and Mali related to the quantitative and
qualitative portions of our cash incentive award plan for fiscal 202 6, as well as total payments:
2026 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
%
-
0%
60%
0%
60%
120%
$
-
-
239,540
-
239,540
479,080
Actual payment
(3)
%
89%
$
354,875
Steven Heilbron
Potential payment
%
-
0%
36%
0%
84%
120%
$
-
-
144,000
-
336,000
480,000
Actual payment
%
100%
$
400,000
Naeem Kola
Potential payment
%
-
0%
60%
0%
60%
120%
$
-
-
240,000
-
240,000
480,000
Actual payment
%
75%
$
300,000
Lincoln Mali
Potential payment
%
-
0%
48%
0%
72%
120%
$
-
-
212,924
-
319,387
532,311
Actual payment
(3)
%
80%
$
354,874
(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)
Amounts translated to USD from ZAR at the average rate of exchange for fiscal 202 6.
24
In September 2026, 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 202 6 cash incentive award plan:
Quantitative target and achieved percentages and USD amounts awarded
Smith
Heilbron
Kola
Mali
Quantitative targets:
Target
Achieved
Target
Achieved
Target
Achieved
Target
Achieved
Group Net Revenue
10%
10%
10%
10%
10%
10%
10%
10%
Group Adjusted EBITDA
10%
10%
10%
10%
10%
10%
10%
10%
Net Debt: EBITDA
10%
10%
-
-
-
-
-
-
Free Cash Flow Conversion
10%
10%
-
-
-
-
-
-
Positive Earnings
10%
10%
10%
10%
10%
10%
10%
10%
Consumer Segment Adjusted
EBITDA
-
-
-
-
-
-
10%
10%
Synergies
-
-
-
-
20%
10%
-
-
Total (%)
50%
50%
30%
30%
50%
40%
40%
40%
Amount awarded ($)
(1)
$195,181
$120,000
$160,000
$177,437
(1)
Amount for Messrs. Smith and Mali translated to USD from ZAR at the average rate of exchange for fiscal 202 6.
In September 202 6, 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, Heilbron, Kola and Mali, ZAR
2,700,000 ($159,694); $280,000; $140,000; and ZAR 3,000,000 ($177,437), 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 202 6.
In reaching its conclusions regarding Messrs. Smith, Heilbron, Kola 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, Heilbron, Kola and Mali 67%, 83%, 58% and 56%, respectively, of their maximum qualitative
target.
Equity grants
Time-based Equity Incentive Awards
On February 25, 202 6, our Board awarded 150,000 shares of restricted stock to Mr. Mali. The shares will vest in three equal
tranches over a three-year period commencing February 25, 2027, and are subject to Mr. Mali’s continuous employment through each
vesting date.
Performance-based Equity Incentive Awards
Stock options awarded
We did not award stock options to our executives during fiscal 2026 .
OTHER CONSIDERATIONS
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
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
25
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 2026, 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
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 9,
2026.
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 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 meas ures 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 Restate ment 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 recovery action approved by our
Board and permitted under applicable law.
26
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 ob ligations.
The Clawback Policy is attached as an exhibit to our Annual Report on Form 10-K filed with the SEC on September 9, 2026.
Anti-Hedging Policy
We maintain an insider trading policy that addresses hedging and pledging of our securities. The policy prohibits employees
and directors from trading in puts, calls, options or other future rights to purchase or sell shares of our common stock.
Directors, officers and other employees are permitted to pledge shares held in our company, provided that the principal
amount of the loan secured may not exceed 40% of the value of the pledged shares at the time the pledge is given. For this purpose,
the value of the shares is the volume -weighted average price per share over the 30 trading days ending on the day before the pledge is
given, on the JSE for shares held on the South African Branch Register or on Nasdaq for all other shares, in each case as derived from
the Bloomberg database .
REMUNERATION COMMITTEE REPORT
For the Year Ended June 30, 202 6
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 proxy statement 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 proxy statement
and incorporated by reference into our Annual Report on Form 10 -K.
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 2026, 2025, and
2024, 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 202 6, and therefore the actual compensation earned .
Target annual incentive awards for fiscal 202 6 are presented in the Grants of Plan-Based Awards table on page 29.
27
SUMMARY COMPENSATION TABLE
(1)
The following table sets forth the compensation earned by our named executive officers for services rendered during fiscal years 2026,
2025, and 2024.
Name and Principal Position
Year
Salary
(2)
($)
Bonus
(3)
($)
Stock
Awards
(4)
($)
Option
(5)
($)
Non-Equity
Incentive Plan
Compensation
(6)
($)
All Other
Compensation
($)
Total
($)
Ali Mazanderani, Executive
Chairman and Director
2026
600,000
-
-
-
-
-
600,000
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
2026
392,781
-
-
-
354,875
-
747,656
2025
246,886
-
911,200
-
251,397
-
1,409,483
Steven Heilbron, Head of
Corporate Development and
Mergers & Acquisitions and
Director
2026
400,000
-
-
-
400,000
-
800,000
2025
391,667
-
-
842,000
240,000
-
1,473,667
2024
350,000
72,366
983,250
-
327,634
-
1,733,250
Naeem Kola, Group Chief
Operating Officer
2026
400,000
-
-
-
300,000
12,000
(8)
712,000
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
Lincoln Mali, Chief Executive
Officer: Southern Africa and
Director
2026
456,927
220,140
697,500
-
354,874
-
1,729,441
2025
410,709
-
526,500
-
230,447
-
1,167,656
2024
385,120
-
253,702
-
427,027
-
1,065,849
(1) Includes only those columns relating to compensation awarded to, earned by, or paid to the named executive officers in any of
fiscal 2026, 2025, and 2024 . All other columns have been omitted. Mr. Mazanderani was appointed as our Executive Chairman
on February 1, 2024. Mr. Smith was appointed as our Group Chief Financial Officer effective October 1, 2024.
(2) Messrs. Smith and Mali ’s salary was denominated and paid in ZAR, and has been converted into USD at the average monthly
exchange rates for the applicable period.
(3) In fiscal 2026, the Remuneration Committee awarded and paid Mr. Mali a one -off discretionary bonus of ZAR 3,500,000
($220,140). In fiscal 2024, 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, 202 6, 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, 2026, 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, Heilbron, Kola and Mali for the fiscal
years ended June 30, 2026, 2025, and 2024 . The amounts for Messrs. Smith and Mali were denominated and paid in ZAR and
converted into USD at the average exchange rate for the year in which the amount was earned. The amounts for Messrs. Kola
and Heilbron (for 2026, 2025 and 2024) were denominated and paid in USD.
(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.
28
PAY RATIO DISCLOSURE
Mr. Mazanderani had total compensation for fiscal year 2026 of $600,000, as reflected in the Summary Compensation Table
above. We have selected June 30, 2026, as the date to identify our median employee. As of June 30, 202 6, we had 3,861 employees
and we have used these 3,861 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, 202 6, 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, 2026. We have sorted this list from lowest to highest and we estimate that
our median employee had a United States dollar equivalent salary of $9,568 as of June 30, 2026. Mr. Mazanderani’s grossed-up
annualized fiscal year 2026 base salary was approximately 63 times that of our median employee.
The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are
reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce,
as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules.
ACTUAL 2026 COMPENSATION MIX
The chart below illustrates the mix of the actual elements of the compensation program paid in fiscal 202 6 for our named
executive officers:
100%
53%
50%
56%
26%
40%
47%
50%
42%
21%
13%
2%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Ali Mazanderani
Dan Smith
Steven Heilbron
Naeem Kola
Lincoln Mali
Actual 2026 compensation mix
Salary ($)
Stock Awards ($)
Cash Incentive Award ($)
Bonus ($)
Other ($)
29
GRANTS OF PLAN-BASED AWARDS
(1)
The following table provides information concerning non-equity and equity incentive plan awards granted during fiscal 2026
to each of our named executive officers.
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
-
25/02/2026
AC
-
0% - 120%
479,080
-
-
Steven Heilbron
-
25/02/2026
AC
-
0% - 120%
480,000
-
-
Naeem Kola
-
25/02/2026
AC
-
0% - 120%
480,000
-
-
Lincoln Mali
-
25/02/2026
AC
-
0% - 120%
532,311
-
-
25/02/2026
25/02/2026
RS
-
-
-
150,000
697,500
awarded to the named executive officers in fiscal 2026. All other columns have been omitted.
(2) On February 25, 2026, the Remuneration Committee approved a fiscal 2026 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 2026 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, 2026.
(3) Target represents the expected performance range (refer to “—Compensation Discussion and Analysis—Elements of 2026
Compensation —Performance -Based Pay” ).
30
OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR-END
The following table shows all outstanding equity awards held by our named executive officers at the end of fiscal 2026. 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 $ 4.97 of our common stock on June 30, 2026, the last trading day of the fiscal year.
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexer-
cised
Options
(#) Exer-
cisable
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
-
-
-
-
66,667
(1)
331,335
-
-
-
-
-
-
-
-
120,000
(2)
596,400
Steven Heilbron
-
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
-
-
-
-
-
150,000
14.00
1/31/2029
-
-
-
-
Naeem Kola
-
-
-
-
56,250
(3)
279,563
-
-
-
-
-
-
-
-
150,000
(2)
745,500
Lincoln Mali
-
-
-
-
55,093
(3)
273,812
-
-
-
-
-
-
-
-
150,000
(2)
745,500
-
-
-
-
150,000
(4)
745,500
-
-
(1) These shares of restricted stock were awarded in October 2024, and one third of these shares are scheduled to vest on each of October 1, 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 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.
(4) These shares of restricted stock were awarded in February 2026, and one third of these shares are scheduled to vest on each of February 25,
2027, 2028 and 2029, with vesting conditioned upon continuous service through the applicable vesting date.
31
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 2026:
Stock Awards
Name
Number of shares
(#)
Value Realized
on Vesting
($)
(1)
Dan Smith
33,333
139,332
(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
.
32
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
compensation
table total for
first PEO
Summary
compensation
table total for
second PEO
Compensation
actually paid to
first PEO
Compensation
actually paid to
second PEO
Average
summary
compensation
table total for
non-PEO NEOs
Average
compensation
actually paid to
non-PEO NEOs
Value of initial fixed $100
investment based on:
Net income
(loss)
$ ‘000
Group Adjusted
EBITDA
ZAR ‘000
Total
shareholder
return
Peer Group
Total
shareholder
return
(1)(4)
(2)(4)
(1)(5)
(2)(5)
(3)(6)
(3)(7)
(8)
(9)
(10)
2026
$600,000
N/A
($220,000 )
N/A
$997,274
$757,762
$106
$116
$2,758
ZAR 1,274,588
2025
$609,349
N/A
($1,018,451 )
N/A
$1,270,452
$943,940
$95
$110
($90,957 )
ZAR 906,573
2024
$5,709,225
$1,244,097
$6,371,525
$1,386,802
$1,298,856
$1,347,237
$99
$91
($18,515 )
ZAR 675,332
2023
N/A
$1,432,860
N/A
$833,154
$1,283,723
$925,470
$81
$83
($35,935 )
ZAR 432,078
2022
N/A
$3,978,441
N/A
$3,996,918
$873,407
$773,282
$109
$71
($44,697 )
(ZAR 339,390 )
(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)
2026 and 2025 comprise four NEOs:
;
2024 comprise three NEOs:
; and
2023 and 2022 comprise 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.
33
(5)
Represents the amount of “compensation actually paid” to the first and second PEOs 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)
2026
$600,000
$0
($820,000 )
($220,000 )
N/A
N/A
N/A
N/A
2025
$609,349
$0
($1,627,800 )
($1,018,451 )
N/A
N/A
N/A
N/A
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
2022
N/A
N/A
N/A
N/A
$3,978,441
($2,548,441 )
$2,566,918
$3,996,918
(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.
34
(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; and (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).
Year
(i)
Year End Fair Value of
Unvested Covered Year
Equity Awards
(ii)
Year over Year Change
in Fair Value of
Outstanding and
Unvested Prior Year
Equity Awards
(iii)
Fair Value as of Vesting
Date of Equity Awards
Granted and Vested in
the Year
(iv)
Year over Year Change
in Fair Value of Equity
Awards Granted in Prior
Years that Vested in the
Year
(v)
Awards Granted in Prior
Fiscal Years that are
Determined to Fail to
Meet the Applicable
Vesting Conditions
During the Applicable
Fiscal Year
Equity award
adjustments
First PEO
2026
$0
$0
$0
($820,000 )
$0
($820,000 )
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 )
2022
$2,267,323
$0
$299,595
$0
$0
$2,566,918
(6)
35
(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)
2026
$997,274
($174,375 )
($65,137 )
$757,762
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
2022
$873,407
($417,458 )
$317,333
$773,282
(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.
36
(b)
The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) are as discussed above in footnote (5)(b), and there were no
adjustments related to item (vi) in footnote (5)(b). The amounts deducted or added in calculating the equity award adjustments for our non-PEO NEOs are as follows:
Year
(i)
Average Year End Fair
Value of Unvested Covered
Year Equity Awards
(ii)
Year over Year Average
Change in Fair Value of
Outstanding and Unvested
Prior Year Equity Awards
(iii)
Average Fair Value as of
Vesting Date of Equity
Awards Granted and
Vested in the Year
(iv)
Year over Year Average
Change in Fair Value of
Equity Awards Granted in
Prior Years that Vested in
the Year
(v)
Average Awards Granted
in Prior Fiscal Years that
are Determined to Fail to
Meet the Applicable
Vesting Conditions During
the Applicable Fiscal Year
Average equity
award
adjustments
2026
$186,375
($88,933 )
$0
$1,334
($163,913 )
($65,137 )
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
2022
$267,099
$16,754
$23,036
$14,944
($4,500 )
$317,333
(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)
Peer Group Total Shareholder Return (“PGTSR”) represents the cumulative TSR of the industry index selected, namely the Nasdaq Industrial Index . PGTSR is calculated based
on a fixed investment of $100 at the beginning of the measurement period and assumes the reinvestment of dividends. The index is weighted based on the market capitalization
of its constituent companies in accordance with the index provider ’s methodology .
(10)
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 NEOs. 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
.
37
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 co mpensation actually paid to our named executive officers for our fiscal 202 6 company performance, as required by Item
402(v) of Regulation S-K, the following is a list of financial performance measures:
Smith
Heilbron
Kola
Mali
Description of Relationships Between Certain Information Presented
Item 402(v) of Regulation S-K requires that we provide the relationship between compensation actual ly paid to our PEO
and our Non-PEO NEOs and our net income and the company -selected measure, namely Group Adjusted EBITDA. Fiscal 2026
represented an important milestone in Lesaka ’s transformation into a leading integrated fintech platform. Following the acquisitions
of Adumo and Utilities in fiscal 2025 and the continued integration of those businesses during fiscal 2026, Lesaka further strengthened
its Merchant, Consumer and Enterprise operating segments , bringing together multiple businesses within Merchant and creating a
more diversified platform with multiple drivers of sustainable growth. Throughout fiscal 2026, management remained focused on
operational execution, realizing integration benefits, scaling higher-margin activities and improving profitability across our company .
Our reported net income attributable to us improved significantly over the periods presented. Net loss attributable to us was
$18.5 million in fiscal 2024 and $91.0 million in fiscal 2025. In fiscal 2026, Lesaka returned to profitability and reported net income
attributable to us of approximately $2.8 million. The substantially higher loss reported in fiscal 2025 was largely driven by non-
operational and non -recurring items, including the loss recognized on the disposal of our investment in MobiKwik and impairment-
related charges associated with acquired businesses. In contrast, fiscal 2026 reflected the benefits of improved operating performance
across our company and the absence of similar losses of the same nature and magnitude recognized in fiscal 2025.
While net income is an important measure of overall financial performance, management believes that Group Adjusted
EBITDA provides a more meaningful measure of the underlying operating performance of our business because it excludes certain
non-operational, non-cash and non-recurring items that may significantly impact reported net income in a given period. Group
Adjusted EBITDA therefore better reflects management's ability to execute our operating strategy, integrate acquisitions, generate
earnings from core operations and create long-term shareholder value. Consistent with this view, Group Adjusted EBITDA for fiscal
2024 was ZAR 675.3 million, ZAR 906.6 million in fiscal 2025 and ZAR 1.3 billion in fiscal 2026, representing growth of
approximately 41% from fiscal 2025 to fiscal 2026. During the same period, we achieved strong growth in net revenue, operating
income and adjusted earnings while delivering positive net income attributable to us.
Certain of our equity grants are linked to our future share price performance. Compensation actually paid includes the
impact of changes in the fair value of equity grants with performance measures linked to share price performance. We believe that
changes in our share price are not only impacted by our financial and operating performance, but also impacted by macro socio-
economic events. Compensation actually paid for fiscal 2026 was generally adversely impacted by fair value adjustments for these
equity awards because, while our share price has increased from $4.49 to $4.97 from the end of fiscal 2025 to the end of fiscal 2026,
the fiscal 2026 price is still lower than all of our share targets related to the equity grants . Our fiscal 2024 and fiscal 2025 equity grants
linked to future share price performance did not achieve the specific share price targets during fiscal 2026. As we have recorded
significant losses over the past three fiscal years to June 2025, we believe that our company -selected measure to monitor performance
incentivizes our executive officers to return our business to profitability, and we believe that the company is on the correct trajectory
to achieve this based on our fiscal 2026 reported results.
Accordingly, our Remuneration Committee believes that the compensation actually paid to our executive officers is more
closely aligned with Group Adjusted EBITDA than with reported net income, particularly in periods where net income is significantly
affected by non-operational items, acquisition -related charges or other one-time events. The strong improvement in Group Adjusted
EBITDA and the return to profitability in fiscal 2026 demonstrate the operating progress achieved by management and support the
relationship between executive compensation outcomes and our performance.
38
..
..
39
..
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 chang e-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 chan ge-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 and 500,000 stock options vested in a change -in-control transaction or
our Remuneration Committee waived all vesting conditions (including performance conditions) regarding a change -in-control
40
transaction closing, in either case, on June 30, 2026 , using our June 30, 2026 , closing price of $ 4.97 and unvested restricted stock
awards of 748,010 shares and 500,000 stock options , we would make a potential payment of $4.4 million to our named executive
officers, comprising $1.0 million, $1.8 million, $0.7 million, and $0.9 million to Messrs. Kola, Mali, Mazanderani and Smith,
respectively.
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
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 (or, in respect of Ms. Lacerda and Mr. Oates, will enter 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 (or, in respect of Ms. Lacerda and Mr. Oates, will enter 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. Smith 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
and Risk 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 and Risk 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 and Risk Committee deems appropriate.
41
Any member of the Audit and Risk 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 and Risk Committee that considers the
transaction.
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, 2026,
with the exception of (i) a late Form 4 filed on February 27, 2026, for Mr. Mali, in connection with the forfeiture of restricted shares
on December 1, 2025, which did not meet the agreed performance conditions, and (ii) Mr. Kola who failed to timely file a Form 4 in
connection with the forfeiture of restricted shares on December 1, 2025, which did not meet the agreed performance conditions .
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 2026 and 2025, for the fiscal years ended June 30, 2026 and 2025.
2026
2025
$ ‘000
$ ‘000
Audit Fees
2,770
2,949
Audit-Related Fees
-
-
Tax Fees
-
-
All Other Fees
18
12
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 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 and Risk Committee charter, our Audit and Risk 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 and Risk Committee whose decisions will be presented to the full Audit
and Risk Committee at its next regularly scheduled meeting. During fiscal years 2026 and 2025, all of the services provided by KPMG
were pre-approved by the Audit and Risk Committee .
AUDIT AND RISK COMMITTEE REPORT
The Audit and Risk Committee of the Board consists of at least three independent directors, as required by Nasdaq listing
standards. The Audit and Risk Committee operates under a written charter adopted by the Board, which is available on our website at
www.lesaka.tech
. The Audit and Risk Committee is responsible for overseeing our financial reporting process on behalf of the Board.
The members of the Audit and Risk Committee are Mses. Singh-Bushell, Gobodo, Lacerda and Naidoo and Mr. Oates. Ms. Lacerda
and Mr. Oates joined the Audit and Risk Committee in September, 2026. They did not participate in the determination of the matters
discussed below, as these discussions and determinations occurred prior to the date of their appointment. The Audit and Risk
Committee selects, subject to shareholder ratification, our independent registered public accounting firm.
Management is responsible for our financial statements and the financial reporting process, including internal controls. The
42
independent registered public accounting firm is responsible for performing an independent audit of our consolidated financia
l
statements in accordance with auditing standards generally accepted in the United States and of our internal control over financial
reporting and for issuing a report thereon. The Audit and Risk Committee ’s responsibility is to monitor and oversee these processes.
In this context, the Audit and Risk Committee has met and held discussions with management and KPMG. Mr. Smith
represented to the Audit and Risk Committee that the consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States, and the Audit and Risk Committee reviewed and discussed the consolidated financial
statements with Mr. Smith and KPMG. The Audit and Risk Committee discussed with KPMG the matters required to be discussed by
the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. These matters included a discussion of KPMG’s
judgments about the quality (not just the acceptability) of our accounting principles as applied to our financial reporting.
KPMG also provided the Audit and Risk Committee with the written disclosures and letter required by the PCAOB regarding
KPMG’s communications with the Audit and Risk Committee concerning independence, and the Audit and Risk Committee discussed
with KPMG the firm’s independence.
Based upon the Audit and Risk Committee ’s discussion with management and KPMG and the Audit and Risk Committee’s
review of the representations of management and the disclosures by KPMG to the Audit and Risk Committee , the Audit and Risk
Committee recommended to the Board that our audited consolidated financial statements be included in our Annual Report on Form
10-K for the year ended June 30, 2026 , for filing with the SEC.
Audit and Risk Committee
Ekta Singh-Bushell, Chairperson
Nonkululeko Gobodo
Carolina Lacerda
Venessa Naidoo
James Oates
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents, as of September 25, 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
85,794,723 shares of common stock outstanding as of September 25, 2026. All shares of common stock, including that common stock
underlying stock options that are presently exercisable or exercisable within 60 days after September 25, 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.
43
Except as otherwise noted, each shareholder’s address is c/o Lesaka Technologies, Inc., 7 Parks Boulevard, Oxford Parks,
Dunkeld, Johannesburg, 2196, South Africa.
Shares of Common Stock Beneficially Owned
Name
Number
%
Antony Ball
-
-
Nonkululeko Gobodo
-
-
Steven Heilbron
(1)
750,000
*
Naeem Kola
(2)
423,769
*
Carolina Lacerda
-
-
Lincoln Mali
(3)
480,755
*
Ali Mazanderani
(4)
2,991,538
3%
Venessa Naidoo
-
-
James Oates
-
-
Kuben Pillay
-
-
Ekta Singh-Bushell
7,000
*
Dan Smith
(5)
250,500
*
Dean Sparrow
-
-
Value Capital Partners (Pty) Ltd
(6)
15,642,598
18%
IFC Investors and Related Entities
(7)
8,430,676
10%
The Goldman Sachs Group, Inc.
(8)
4,999,960
6%
Morgan Stanley
(9)
5,211,240
6%
Directors and Executive Officers as a Group
(10)
4,903,562
6%
*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) 355,093 shares of restricted stock, the vesting of which is subject to the
satisfaction of certain time-based vesting conditions.
(4) Comprises (i) 2,491,538 shares of common stock and (ii) options to purchase 500,000 shares of common stock, all of which were
exercisable as of September 25, 2026.
(5) Comprises (i) 63,833 shares of common stock; and (ii) 186,667 shares of restricted stock, the vesting of which is subject to the satisfaction
of certain financial performance and certain time-based vesting conditions .
(6) VCP has sole voting and dispositive power over these securities. VCP’s business address is 173 Oxford Road, 8th Floor, Rosebank,
2196, South Africa. Antony Ball is the non -executive chairman of VCP. Of the shares reported for VCP, 4,638,259 shares have been
pledged as security for a working capital facility with Peresec.
(7) Based on information available to us as of the record date, including Amendment No. 5 to Schedule 13D filed on June 17, 2026, and
subsequent Form 4 filings, the IFC Investors and related entities beneficially own an aggregate of 8,430,676 shares. According to
Amendment No. 4 to Schedule 13D filed by the IFC Investors and related entities with the SEC on March 17, 2026: (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 1,856,263 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 1,856,263 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.
(8) 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.
(9) 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.
(10) Represents shares beneficially owned by our directors and executive officers as a group. Includes 748,010 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 September 25, 2026 .
44
ADDITIONAL INFORMATION
Annual Report on Form 10-K
A copy of our annual report on Form 10-K (without exhibits) for the fiscal year ended June 30, 2026, is being distributed
along with this proxy statement. We refer you to such report for financial and other information about us, but such report is not
incorporated in this proxy statement and is not deemed to be a part of the proxy solicitation material. It is also available on our website
(
www.lesaka.tech
). In addition, our annual report (with exhibits) is available at the SEC’s website (
www.sec.gov
).
Shareholder Proposals and Director Nominations for the 202 7 Annual Meeting
Qualified shareholders who wish to have proposals presented at the 202 7 annual meeting of shareholders must deliver them
to us by June 8, 2027 , in order to be considered for inclusion in next year’s proxy statement and proxy pursuant to Rule 14a -8 under
the Exchange Act. Shareholders who intend to present an item of business for our 2027 annual meeting of shareholders (other than a
proposal presented for inclusion in next year’s proxy statement and proxy pursuant to Rule 14a-8) must provide notice of such business
to us by June 8, 2027 , as set forth more fully in Section 2.08 of our Amended and Restated By-Laws. Shareholders who wish to
nominate one or more persons for election as directors must provide notice of such nominations to us by June 8, 2027, as set forth
more fully in Section 4.16 of our Amended and Restated By-Laws. In addition, shareholders who intend to solicit proxies in support
of director nominees other than our nominees must provide notice to us that sets forth the information required by Rule 14a-19 under
the Exchange Act no later than September 19, 2027. All proposals and nominations must be delivered to us at our principal executive
offices at P.O. Box 2424, Parklands 2121, South Africa.
Householding of Proxy Materials
We have adopted a procedure approved by the SEC called “householding”. Under this procedure, multiple shareholders who
share the same last name and address will receive only one copy of the annual proxy materials, unless they notify us that they wish to
continue receiving multiple copies. We have undertaken householding to reduce our printing costs and postage fees.
If you wish to opt out of householding and receive multiple copies of the proxy materials at the same address, you may do so
at any time prior to 30 days before the mailing of proxy materials, by notifying us in writing at: Lesaka Technologies, Inc., P.O. Box
2424, Parklands 2121, South Africa, Attention: Lesaka Technologies, Inc. Corporate Secretary. You also may request additional copies
of the proxy materials by notifying us in writing at the same address.
If you share an address with another shareholder and currently are receiving multiple copies of the proxy materials, you may
request householding by notifying us at the above -referenced address.
Other Matters
The Board knows of no other matters that will be presented for consideration at the annual meeting. Return of a valid proxy,
however, confers on the designated proxy holders the discretionary authority to vote the shares in accordance with their best judgment
on such other business, if any, that may properly come before the meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
Kuben Pillay
Lead Independent Director
October 2, 2026
THE BOARD HOPES THAT YOU WILL ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND, PLEASE PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY.
