Current Report · Items 5.02, 9.01 · 8-K
Lesaka Technologies, Inc.
LSAKNASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 8, 2026, Lesaka Technologies, Inc.’s Remuneration Committee (“Committee”) resolved to increase the annual base salary of Mr.…
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2026, Lesaka Technologies, Inc.’s Remuneration Committee (“Committee”) resolved to increase the annual base salary of Mr. Dan Smith, our Group Chief Financial Officer, to ZAR 7,222,500 ($447,053, translated at the September 11, 2026 $/ZAR rate of $1: ZAR 16.1558). The increase in annual base salary was effective from September 1, 2026.
On September 8, 2026, our Committee also adopted cash incentive awards for fiscal 2027 for Messrs. Steven Heilbron, Naeem Kola, Lincoln Mali and Dan Smith. The Committee retains broad discretionary authority with regards to these cash incentive awards to evaluate performance outcomes and determine final award amounts. In exercising such discretion, the Committee may consider a range of qualitative and quantitative factors, including, but not limited to:
• our overall financial performance;
• specific operating segment financial performance;
• the impact of unannounced or uncompleted merger and acquisition transactions;
• extraordinary, non-recurring, or unanticipated events;
• changes in accounting standards, capital structure, or business strategy; and
• other factors the Committee determines to be relevant and appropriate.
The Committee may, in its discretion, increase, reduce, or eliminate any cash incentive award(s) that would otherwise be payable based on formulaic performance results, including reducing payouts to zero, regardless of whether applicable performance targets are achieved.
Cash Incentive Awards for Fiscal 2027
Under the cash incentive awards, each of Messrs. Heilbron, Kola, Mali and Smith will be eligible to earn a cash incentive award based on a number of quantitative factors based on our fiscal 2027 financial performance and his individual contribution toward the achievement of certain objectives described under "Qualitative Portion of the Cash Incentive Awards" below. The terms of the cash incentive awards are summarized below.
Mr. Steven Heilbron
Mr. Heilbron's cash incentive award provides for an expected performance range cash incentive award of between 20% and 120% of his annual base salary of $400,000 for fiscal 2027. A 30% weighting is applied to quantitative performance factors and 70% is based on qualitative factors. The award could amount to a maximum of 120% of Mr. Heilbron's base salary based on the assessment of performance against both quantitative and qualitative targets.
Mr. Heilbron's maximum award represents 120% of his fiscal 2027 base salary, or $480,000.
Mr. Naeem Kola
Mr. Kola's cash incentive award provides for an expected performance range cash incentive award of between 20% and 120% of his annual base salary of $400,000 for fiscal 2027. A 75% weighting is applied to quantitative performance factors and 25% is based on qualitative factors. The award could amount to a maximum of 120% of Mr. Kola's base salary based on the assessment of performance against both quantitative and qualitative targets.
Mr. Kola's maximum award represents 120% of his fiscal 2027 base salary, or $480,000.
Mr. Lincoln Mali
Mr. Mali’s cash incentive award provides for an expected performance range cash incentive award of between 20% and 120% of his annual base salary of ZAR 8,000,000 ($495,178, translated at the September 11, 2026 exchange rate) for fiscal 2027. A 35% weighting is applied to quantitative performance factors and 65% is 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.
Mr. Mali's maximum award represents 120% of his fiscal 2027 base salary, or ZAR 9,600,000 ($594,214, translated at the September 11, 2026 exchange rate).
Mr. Dan Smith
Mr. Smith's cash incentive award provides for an expected performance range cash incentive award of between 20% and 120% of his annual base salary of ZAR 7,222,500 for fiscal 2027. A 50% weighting is applied to quantitative performance factors and 50% is based on qualitative factors. The award could amount to a maximum of 120% of Mr. Smith's base salary based on the assessment of performance against both quantitative and qualitative targets.
Mr. Smith's maximum award represents 120% of his fiscal 2027 base salary, or ZAR 8,667,000 ($536,464, translated at the September 11, 2026 exchange rate).
Quantitative Portion of the Cash Incentive Awards
Mr. Heilbron will be eligible to receive an amount up to 36% of his annual base salary, Mr. Kola will be eligible to receive an amount up to 90% of his annual base salary, Mr. Mali will be eligible to receive an amount up to 42% of his annual base salary, and Mr. Smith will be eligible to receive an amount up to 60% of their individual annual base salary if specified quantitative targets are achieved.
The quantitative targets are as follows:
Allocation of quantitative portion to quantitative targets
Quantitative targets: Heilbron Kola Mali Smith
Group Net Revenue - 5% 5% 5%
Net Revenue Merchant Corporate 10% - - -
Group Adjusted EBITDA - 5% 5% 10%
Merchant Corporate Segment Adjusted EBITDA 20% - - -
Merchant Segment Adjusted EBITDA - - 10% -
Consumer Segment Adjusted EBITDA - - 10% -
Enterprise Segment Adjusted EBITDA - - 5% -
Specific Merchant and Enterprise metrics - 60% - -
Adjusted EPS - - - 15%
Positive earnings - 5% - -
Net Debt: EBITDA - - - 10%
Free Cash Flow Conversion - - - 10%
Total quantitative portion of cash incentive awards 30% 75% 35% 50%
The Remuneration Committee may award between:
0% and 36% of Mr. Heilbron's annual base salary,
0% and 90% of Mr. Kola's annual base salary,
0% and 42% of Mr. Mali's annual base salary,
0% and 60% of Mr. Smith's annual base salary,
based on its assessment of each executive's achievement against these quantitative targets.
Qualitative Portion of the Cash Incentive Awards
Mr. Heilbron will be 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):
Closing the Bank Zero acquisition (10%);
Transfer of Consumer lending book to Bank Zero post completion (10%);
Transfer of Merchant lending book to Bank Zero post completion (10%); and
Completion of various strategic acquisitions in fiscal 2027 (40%).
Mr. Kola will be eligible to receive an amount up to 30% 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 (25%) in parentheses):
Management and integrating Enterprise Utilities (10%);
Management of Merchant Community channel and participation in Merchant Exco (10%); and
Improving controls within Merchant Community (5%).
Mr. Mali will be eligible to receive an amount up to 78% 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 (65%) in parentheses):
Leading change in Lesaka's values system, which are caring and inclusive, driving a high-performance corporate culture throughout the organization and promoting a customer centric mindset across the organization (25%);
Participating in policy reforms in the regulatory environments in which Lesaka operates (7.5%);
Driving communication, public relations, brand management and key stakeholder relationships (20%);
Overseeing the investor relations function (2.5%);
Progressing key Environmental, Social and Governance ("ESG") initiatives to align with stakeholder expectations, reinforce corporate responsibility, and support sustainable growth (5%); and
Enhancing Broad Based Black Economic Empowerment ("B-BBEE") and transformation initiatives (5%).
Mr. Smith will be 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 2027 (20%);
Integrating the Bank Zero acquisition (10%)
Developing and managing various treasury and funding processes in fiscal 2027 (5%);
Demonstrable strengthening of SOX-compliant internal controls, including improved documentation, review rigor, and remediation of identified control weaknesses (10%); and
Evolving to a performance culture with collaborative and cohesive culture in the finance function across the organization (5%).
The Remuneration Committee may award between:
0% and 84% of Mr. Heilbron's annual base salary,
0% and 30% of Mr. Kola's annual base salary,
0% and 78% of Mr. Mali's annual base salary,
0% and 60% of Mr. Smith's annual base salary,
based on its assessment of each executive's progress against these qualitative targets.