UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 25, 2023, our Remuneration Committee adopted cash incentive awards for fiscal 2024 for Messrs. Christopher Meyer, Naeem Kola, Steven Heilbron and Lincoln Mali.
Cash Incentive Awards for Fiscal 2024
Under the cash incentive awards, each of Messrs. Meyer, Kola, Heilbron and Mali will be eligible to earn a cash incentive award based on a number of quantitative factors based on our fiscal 2024 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. Christopher Meyer
Mr. Meyer's cash incentive award provides for an expected performance range cash incentive award of between 70% and 140% of his annual base salary of $650,000 for fiscal 2024. A 60% weighting is applied to quantitative performance factors and 40% is based on qualitative factors. The award could amount to a maximum of 140% of Mr. Meyer's base salary based on the assessment of performance against both quantitative and qualitative targets.
Mr. Meyer's maximum award represents 140% of his fiscal 2024 base salary, or $910,000.
Mr. Naeem Kola
Mr. Kola's cash incentive award provides for an expected performance range cash incentive award of between 60% and 120% of his annual base salary of $450,000 for fiscal 2024. A 60% weighting is applied to quantitative performance factors and 40% 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 2024 base salary, or $540,000.
Mr. Steven Heilbron
Mr. Heilbron's cash incentive award provides for an expected performance range cash incentive award of between 60% and 120% of his annual base salary of $350,000 for fiscal 2024. A 65% weighting is applied to quantitative performance factors and 35% 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 2024 base salary, or $420,000.
Mr. Lincoln Mali
Mr. Mali's cash incentive award provides for an expected performance range cash incentive award of between 60% and 120% of his annual base salary of ZAR 7,245,000 for fiscal 2024. A 60% weighting is applied to quantitative performance factors and 40% 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 2024 base salary, or ZAR 8,694,000 ($457,579, translated at a $:ZAR exchange rate of $1: ZAR 19.00).
Quantitative Portion of the Cash Incentive Awards
Mr. Meyer will be eligible to receive an amount up to 84% of his annual base salary, each of Messrs. Kola and Mali will be eligible to receive an amount up to 72% of their individual annual base salary, and Mr. Heilbron will be eligible to receive an amount up to 78% of his annual base salary if specified quantitative targets are achieved. The quantitative targets are as follows:
Allocation of quantitative portion to quantitative targets | ||||||||||||
Quantitative targets: | Meyer | Kola | Heilbron | Mali | ||||||||
F2024 financial targets | 30% | 30% | 20% | 35% | ||||||||
Net debt/ EBITDA target | 10% | 15% | - | - | ||||||||
F2024 agreed Consumer segment key performance indicators | 10% | 8% | - | 10% | ||||||||
F2024 agreed Merchant segment key performance indicators | 10% | 7% | 15% | - | ||||||||
F2024 Consumer financial targets | - | - | - | 15% | ||||||||
F2024 Merchant financial targets | - | - | 30% | - | ||||||||
Total quantitative portion of cash incentive awards | 60% | 60% | 65% | 60% |
The Remuneration Committee may award between:
based on its assessment of each executive's achievement against these quantitative targets.
Qualitative Portion of the Cash Incentive Awards
Mr. Meyer will be eligible to receive an amount up to 56% 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 (40%) in parentheses):
Mr. Kola will be eligible to receive an amount up to 48% 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 (40%) in parentheses):
Mr. Heilbron will be eligible to receive an amount up to 42% 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 (35%) in parentheses):
Mr. Mali will be eligible to receive an amount up to 48% 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 (40%) in parentheses):
The Remuneration Committee may award between:
based on its assessment of each executive’s progress against these qualitative targets.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LESAKA TECHNOLOGIES, INC. | ||
Date: October 27, 2023 | By: | /s/ Naeem E. Kola |
Name: | Naeem E. Kola | |
Title: | Group Chief Financial Officer |