Pay vs Performance Disclosure ZAR in Thousands |
12 Months Ended |
Jun. 30, 2023
USD ($)
ZAR
|
Jun. 30, 2022
USD ($)
ZAR
|
Jun. 30, 2021
USD ($)
ZAR
|
Jun. 30, 2020
USD ($)
ZAR
|
Jun. 30, 2019
USD ($)
ZAR
|
Pay vs Performance Disclosure |
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|
|
|
|
Pay vs Performance Disclosure, Table |
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 (1)(5) |
|
|
Summary compensation table total for second PEO (2)(5) |
|
|
Summary compensation table total for third PEO (3)(5) |
|
|
Compensation actually paid to first PEO (1)(6) |
|
|
Compensation actually paid to second PEO (2) (6) |
|
|
Compensation actually paid to third PEO (3) (6) |
|
|
Average summary compensation table total for non-PEO NEOs (4)(7) |
|
|
Average compensation actually paid to non-PEO NEOs (4)(8) |
|
|
Value of initial fixed $100 investment based on: |
|
|
Net loss $ '000 |
|
|
Group Adjusted EBITDA ZAR '000 (11) |
|
|
Total share- holder return (9) |
|
|
Peer group total share- holder return (10) |
|
2023 |
|
|
N/A |
|
|
N/A |
|
|
$1,432,860 |
|
|
N/A |
|
|
N/A |
|
|
$833,154 |
|
|
$1,283,723 |
|
|
$925,470 |
|
|
$42 |
|
|
$259 |
|
|
($35,074 |
) |
|
497,584 |
|
2022 |
|
|
N/A |
|
|
N/A |
|
|
$3,978,441 |
|
|
N/A |
|
|
N/A |
|
|
$3,996,918 |
|
|
$873,407 |
|
|
$773,282 |
|
|
$57 |
|
|
$167 |
|
|
($43,876 |
) |
|
(267,709 |
) |
2021 |
|
|
$666,456 |
|
|
$660,850 |
|
|
N/A |
|
|
($467,628 |
) |
|
$836,675 |
|
|
N/A |
|
|
$444,634 |
|
|
$286,440 |
|
|
$52 |
|
|
$130 |
|
|
($38,057 |
) |
|
(603,738 |
) |
2020 |
|
|
$2,961,432 |
|
|
N/A |
|
|
N/A |
|
|
$2,513,253 |
|
|
|
|
|
N/A |
|
|
$694,485 |
|
|
$621,990 |
|
|
$33 |
|
|
$122 |
|
|
($78,358 |
) |
|
(430,933 |
) |
2019 |
|
|
$1,109,028 |
|
|
N/A |
|
|
N/A |
|
|
($803,687 |
) |
|
|
|
|
N/A |
|
|
$674,037 |
|
|
$452,672 |
|
|
$44 |
|
|
$110 |
|
|
($311,007 |
) |
|
(951,563 |
) |
(1) First Principal Executive Officer ("PEO") was Herman G. Kotzé. Mr. Kotzé's employment with the Company terminated on September 30, 2020.
(2) Second PEO was Mr. Smith. Mr. Smith served as our interim Chief Executive Officer following the departure of Mr. Kotzé. Mr. Smith was interim Chief Executive Officer from September 2020 through to the appointment of Mr. Meyer in July 2021. Mr. Smith is not included in the group of Named Executive Officers ("NEOs") in fiscal 2021.
(3) Third PEO is our current Group Chief Executive Officer, Mr. Meyer.
(4) 2023 comprises four NEOs: Messrs. Kola, Heilbron, Mali, and Smith; 2022 comprises four NEOs: Messrs. Kola (from March 1, 2022), Heilbron (from April 14, 2022), Mali and Smith; 2021 comprises three NEOs: Messrs. Mali (from May 1, 2021), Nunthakumarin Pillay (terminated employment on April 30, 2021), and Phillip S. Meyer (terminated employment on October 30, 2020); 2020 comprises four NEOs: Messrs. Smith, N. Pillay, P.S. Meyer, and Phil-Hyun Oh (terminated employment on March 9, 2020); and 2019 comprises five NEOs: Messrs. Smith, N. Pillay, P.S. Meyer, Oh and Nitin Soma (terminated employment on June 30, 2019).
(5) 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.
(6) Represents the amount of "compensation actually paid" to the first, second and third PEO's respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the respective PEO during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the respective PEO's total Summary Compensation Table compensation for each year to determine the compensation actually paid:
|
|
First PEO |
|
|
Second PEO |
|
|
Third PEO |
|
Year |
|
Summary compen- sation table total |
|
|
Reported value of equity awards (a) |
|
|
Equity award adjustments (b) |
|
|
Compen- sation actually paid |
|
|
Summary compen-sation table total |
|
|
Reported value of equity awards (a) |
|
|
Equity award adjustments (b) |
|
|
Compen- sation actually paid |
|
|
Summary compen- sation table total |
|
|
Reported value of equity awards (a) |
|
|
Equity award adjustments (b) |
|
|
Compen- sation actually paid |
|
2023 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
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 |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
$3,978,441 |
|
|
($2,548,441 |
) |
|
$2,566,918 |
|
|
$3,996,918 |
|
2021 |
|
$666,456 |
|
|
($225,116 |
) |
|
($908,968 |
) |
|
($467,628 |
) |
|
$660,850 |
|
|
($265,200 |
) |
|
$441,025 |
|
|
$836,675 |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
2020 |
|
$2,961,432 |
|
|
($1,352,700 |
) |
|
$904,521 |
|
|
$2,513,253 |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
2019 |
|
$1,109,028 |
|
|
($161,820 |
) |
|
($1,750,895 |
) |
|
($803,687 |
) |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
(a) The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable fiscal year.
(b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; an d(v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year (there were no adjustments related to item (vi)). The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows (only applicable years presented for each respective PEO):
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 |
|
2021 |
|
$0 |
|
|
$0 |
|
|
$0 |
|
|
$95,818 |
|
|
($1,004,786 |
) |
|
($908,968 |
) |
2020 |
|
$1,015,360 |
|
|
($155,066 |
) |
|
$0 |
|
|
$44,227 |
|
|
$0 |
|
|
$904,521 |
|
2019 |
|
$94,105 |
|
|
($480,000 |
) |
|
$0 |
|
|
$0 |
|
|
($1,365,000 |
) |
|
($1,750,895 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second PEO |
|
2021 |
|
$252,450 |
|
|
$157,657 |
|
|
$0 |
|
|
$30,918 |
|
|
$0 |
|
|
$441,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third PEO |
|
2023 |
|
$203,927 |
|
|
($550,377 |
) |
|
$0 |
|
|
$4,729 |
|
|
$0 |
|
|
($341,721 |
) |
2022 |
|
$2,267,323 |
|
|
$0 |
|
|
$299,595 |
|
|
$0 |
|
|
$0 |
|
|
$2,566,918 |
|
(7) Represents the average of the amounts reported for our non-PEO NEOs as a group in the "Total" column of the Summary Compensation Table in each applicable fiscal year.
(8) 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 (a) |
|
|
Average Equity Award Adjustments (b) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
2023 |
|
$1,283,723 |
|
|
($681,395 |
) |
|
$323,142 |
|
|
$925,470 |
|
2022 |
|
$873,407 |
|
|
($417,458 |
) |
|
$317,333 |
|
|
$773,282 |
|
2021 |
|
$444,634 |
|
|
($221,262 |
) |
|
$63,068 |
|
|
$286,440 |
|
2020 |
|
$694,485 |
|
|
($236,925 |
) |
|
$164,430 |
|
|
$621,990 |
|
2019 |
|
$674,037 |
|
|
($72,036 |
) |
|
($149,329 |
) |
|
$452,672 |
|
(a) The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable fiscal year.
(b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) are as discussed above in footnote (6)(b), and there were no adjustments related to item (vi) in footnote (6)(b). The amounts deducted or added in calculating the equity award adjustments for our non-PEO NEOs are as follows:
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 |
|
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 |
|
2021 |
|
$193,949 |
|
|
$0 |
|
|
$0 |
|
|
$22,725 |
|
|
($153,606 |
) |
|
$63,068 |
|
2020 |
|
$177,840 |
|
|
($22,483 |
) |
|
$0 |
|
|
$20,552 |
|
|
($11,479 |
) |
|
$164,430 |
|
2019 |
|
$38,753 |
|
|
($66,536 |
) |
|
$0 |
|
|
($11,911 |
) |
|
($109,635 |
) |
|
($149,329 |
) |
(9) 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 the Company's 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.
(10) Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the group includes Block Inc; Fawry for Banking & Payment Technology; GHL Systems Bhd; Kakaopay Corp; Moneylion Inc.; Network International Holdings; Pagseguro Digital Ltd; PayPoint PLC and StoneCo Ltd.
(11) Group Adjusted EBITDA is the most significant performance measure used to link our company's performance to compensation paid to our PEO and non-PEO NEO's. Group Adjusted EBITDA is a non-GAAP measure and represents 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, lease adjustments and once-off items. Lease adjustments reflect lease charges and once-off items represents non-recurring expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued.
|
|
|
|
|
Named Executive Officers, Footnote |
(4) 2023 comprises four NEOs: Messrs. Kola, Heilbron, Mali, and Smith; 2022 comprises four NEOs: Messrs. Kola (from March 1, 2022), Heilbron (from April 14, 2022), Mali and Smith; 2021 comprises three NEOs: Messrs. Mali (from May 1, 2021), Nunthakumarin Pillay (terminated employment on April 30, 2021), and Phillip S. Meyer (terminated employment on October 30, 2020); 2020 comprises four NEOs: Messrs. Smith, N. Pillay, P.S. Meyer, and Phil-Hyun Oh (terminated employment on March 9, 2020); and 2019 comprises five NEOs: Messrs. Smith, N. Pillay, P.S. Meyer, Oh and Nitin Soma (terminated employment on June 30, 2019).
|
|
|
|
|
Peer Group Issuers, Footnote |
(10) Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the group includes Block Inc; Fawry for Banking & Payment Technology; GHL Systems Bhd; Kakaopay Corp; Moneylion Inc.; Network International Holdings; Pagseguro Digital Ltd; PayPoint PLC and StoneCo Ltd.
|
|
|
|
|
Adjustment To PEO Compensation, Footnote |
(6) Represents the amount of "compensation actually paid" to the first, second and third PEO's respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the respective PEO during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the respective PEO's total Summary Compensation Table compensation for each year to determine the compensation actually paid:
|
|
First PEO |
|
|
Second PEO |
|
|
Third PEO |
|
Year |
|
Summary compen- sation table total |
|
|
Reported value of equity awards (a) |
|
|
Equity award adjustments (b) |
|
|
Compen- sation actually paid |
|
|
Summary compen-sation table total |
|
|
Reported value of equity awards (a) |
|
|
Equity award adjustments (b) |
|
|
Compen- sation actually paid |
|
|
Summary compen- sation table total |
|
|
Reported value of equity awards (a) |
|
|
Equity award adjustments (b) |
|
|
Compen- sation actually paid |
|
2023 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
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 |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
$3,978,441 |
|
|
($2,548,441 |
) |
|
$2,566,918 |
|
|
$3,996,918 |
|
2021 |
|
$666,456 |
|
|
($225,116 |
) |
|
($908,968 |
) |
|
($467,628 |
) |
|
$660,850 |
|
|
($265,200 |
) |
|
$441,025 |
|
|
$836,675 |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
2020 |
|
$2,961,432 |
|
|
($1,352,700 |
) |
|
$904,521 |
|
|
$2,513,253 |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
2019 |
|
$1,109,028 |
|
|
($161,820 |
) |
|
($1,750,895 |
) |
|
($803,687 |
) |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
(a) The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable fiscal year.
(b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; an d(v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year (there were no adjustments related to item (vi)). The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows (only applicable years presented for each respective PEO):
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 |
|
2021 |
|
$0 |
|
|
$0 |
|
|
$0 |
|
|
$95,818 |
|
|
($1,004,786 |
) |
|
($908,968 |
) |
2020 |
|
$1,015,360 |
|
|
($155,066 |
) |
|
$0 |
|
|
$44,227 |
|
|
$0 |
|
|
$904,521 |
|
2019 |
|
$94,105 |
|
|
($480,000 |
) |
|
$0 |
|
|
$0 |
|
|
($1,365,000 |
) |
|
($1,750,895 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second PEO |
|
2021 |
|
$252,450 |
|
|
$157,657 |
|
|
$0 |
|
|
$30,918 |
|
|
$0 |
|
|
$441,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third PEO |
|
2023 |
|
$203,927 |
|
|
($550,377 |
) |
|
$0 |
|
|
$4,729 |
|
|
$0 |
|
|
($341,721 |
) |
2022 |
|
$2,267,323 |
|
|
$0 |
|
|
$299,595 |
|
|
$0 |
|
|
$0 |
|
|
$2,566,918 |
|
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 1,283,723
|
$ 873,407
|
$ 444,634
|
$ 694,485
|
$ 674,037
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 925,470
|
773,282
|
286,440
|
621,990
|
452,672
|
Adjustment to Non-PEO NEO Compensation Footnote |
(8) 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 (a) |
|
|
Average Equity Award Adjustments (b) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
2023 |
|
$1,283,723 |
|
|
($681,395 |
) |
|
$323,142 |
|
|
$925,470 |
|
2022 |
|
$873,407 |
|
|
($417,458 |
) |
|
$317,333 |
|
|
$773,282 |
|
2021 |
|
$444,634 |
|
|
($221,262 |
) |
|
$63,068 |
|
|
$286,440 |
|
2020 |
|
$694,485 |
|
|
($236,925 |
) |
|
$164,430 |
|
|
$621,990 |
|
2019 |
|
$674,037 |
|
|
($72,036 |
) |
|
($149,329 |
) |
|
$452,672 |
|
(a) The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable fiscal year.
(b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) are as discussed above in footnote (6)(b), and there were no adjustments related to item (vi) in footnote (6)(b). The amounts deducted or added in calculating the equity award adjustments for our non-PEO NEOs are as follows:
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 |
|
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 |
|
2021 |
|
$193,949 |
|
|
$0 |
|
|
$0 |
|
|
$22,725 |
|
|
($153,606 |
) |
|
$63,068 |
|
2020 |
|
$177,840 |
|
|
($22,483 |
) |
|
$0 |
|
|
$20,552 |
|
|
($11,479 |
) |
|
$164,430 |
|
2019 |
|
$38,753 |
|
|
($66,536 |
) |
|
$0 |
|
|
($11,911 |
) |
|
($109,635 |
) |
|
($149,329 |
) |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
|
Compensation Actually Paid vs. Net Income |
|
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
|
Tabular List, Table |
Tabular list of financial performance measures
We have adopted a cash incentive award plan for the current fiscal year which includes a number of financial and non-financial performance measures. We consider the following to be a list of our most important financial performance measures used to link compensation actually paid to our named executive officers for our fiscal 2023 company performance, as required by Item 402(v) of Regulation S-K, the following is a list of financial performance measures:
Meyer |
|
Kola |
|
Heilbron |
|
Mali |
Group Adjusted EBITDA
|
|
Group Adjusted EBITDA
|
|
Group Adjusted EBITDA
|
|
Group Adjusted EBITDA
|
Adjusted net loss before tax
|
|
Adjusted net loss before tax
|
|
Adjusted net loss before tax
|
|
Adjusted net loss before tax
|
Merchant Segment Adjusted EBITDA
|
|
Merchant Segment Adjusted EBITDA
|
|
Merchant Segment Adjusted EBITDA
|
|
Consumer Segment Adjusted EBITDA
|
Consumer Segment Adjusted EBITDA
|
|
Consumer Segment Adjusted EBITDA
|
|
Overall Merchant revenue
|
|
Lending and insurance revenue
|
|
|
|
|
|
Total Shareholder Return Amount |
$ 42
|
57
|
52
|
33
|
44
|
Peer Group Total Shareholder Return Amount |
259
|
167
|
130
|
122
|
110
|
Net Income (Loss) |
$ (35,074,000)
|
$ (43,876,000)
|
$ (38,057,000)
|
$ (78,358,000)
|
$ (311,007,000)
|
Company Selected Measure Amount | ZAR |
497,584
|
(267,709)
|
(603,738)
|
(430,933)
|
(951,563)
|
Measure:: 1 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Non-GAAP Measure Description |
(11) Group Adjusted EBITDA is the most significant performance measure used to link our company's performance to compensation paid to our PEO and non-PEO NEO's. Group Adjusted EBITDA is a non-GAAP measure and represents 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, lease adjustments and once-off items. Lease adjustments reflect lease charges and once-off items represents non-recurring expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued.
|
|
|
|
|
First PEO [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
PEO Total Compensation Amount |
|
|
$ 666,456
|
$ 2,961,432
|
$ 1,109,028
|
PEO Actually Paid Compensation Amount |
|
|
(467,628)
|
2,513,253
|
(803,687)
|
Adjustment to Compensation, Amount |
|
|
(908,968)
|
904,521
|
(1,750,895)
|
PEO Name |
Herman G. Kotzé
|
|
|
|
|
First PEO [Member] | Reported Value of Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
(225,116)
|
(1,352,700)
|
(161,820)
|
First PEO [Member] | Fair Value of Unvested Covered Year Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
0
|
1,015,360
|
94,105
|
First PEO [Member] | Fair Value of Outstanding And Unvested Prior Year Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
0
|
(155,066)
|
(480,000)
|
First PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
0
|
0
|
0
|
First PEO [Member] | Fair Value of Equity Awards Granted in Prior Years that Vested in Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
95,818
|
44,227
|
0
|
First PEO [Member] | Awards Granted in Prior Fiscal Years [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
(1,004,786)
|
0
|
(1,365,000)
|
First PEO [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
(908,968)
|
$ 904,521
|
$ (1,750,895)
|
Second PEO [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
PEO Total Compensation Amount |
|
|
660,850
|
|
|
PEO Actually Paid Compensation Amount |
|
|
836,675
|
|
|
Adjustment to Compensation, Amount |
|
|
441,025
|
|
|
PEO Name |
Mr. Smith
|
|
|
|
|
Second PEO [Member] | Reported Value of Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
(265,200)
|
|
|
Second PEO [Member] | Fair Value of Unvested Covered Year Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
252,450
|
|
|
Second PEO [Member] | Fair Value of Outstanding And Unvested Prior Year Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
157,657
|
|
|
Second PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
0
|
|
|
Second PEO [Member] | Fair Value of Equity Awards Granted in Prior Years that Vested in Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
30,918
|
|
|
Second PEO [Member] | Awards Granted in Prior Fiscal Years [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
0
|
|
|
Second PEO [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
|
|
$ 441,025
|
|
|
Third PEO [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
PEO Total Compensation Amount |
$ 1,432,860
|
$ 3,978,441
|
|
|
|
PEO Actually Paid Compensation Amount |
833,154
|
3,996,918
|
|
|
|
Adjustment to Compensation, Amount |
$ (341,721)
|
2,566,918
|
|
|
|
PEO Name |
Mr. Meyer
|
|
|
|
|
Third PEO [Member] | Reported Value of Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
$ (257,985)
|
(2,548,441)
|
|
|
|
Third PEO [Member] | Fair Value of Unvested Covered Year Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
203,927
|
2,267,323
|
|
|
|
Third PEO [Member] | Fair Value of Outstanding And Unvested Prior Year Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(550,377)
|
0
|
|
|
|
Third PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
0
|
299,595
|
|
|
|
Third PEO [Member] | Fair Value of Equity Awards Granted in Prior Years that Vested in Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
4,729
|
0
|
|
|
|
Third PEO [Member] | Awards Granted in Prior Fiscal Years [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
|
|
|
Third PEO [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
$ (341,721)
|
$ 2,566,918
|
|
|
|
Chris G B Meyer [Member] | Measure:: 1 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Group Adjusted EBITDA
|
|
|
|
|
Chris G B Meyer [Member] | Measure:: 2 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Adjusted net loss before tax
|
|
|
|
|
Chris G B Meyer [Member] | Measure:: 3 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Merchant Segment Adjusted EBITDA
|
|
|
|
|
Chris G B Meyer [Member] | Measure:: 4 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Consumer Segment Adjusted EBITDA
|
|
|
|
|
Naeem E Kola [Member] | Measure:: 1 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Group Adjusted EBITDA
|
|
|
|
|
Naeem E Kola [Member] | Measure:: 2 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Adjusted net loss before tax
|
|
|
|
|
Naeem E Kola [Member] | Measure:: 3 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Merchant Segment Adjusted EBITDA
|
|
|
|
|
Naeem E Kola [Member] | Measure:: 4 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Consumer Segment Adjusted EBITDA
|
|
|
|
|
Steven J Heilbron [Member] | Measure:: 1 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Group Adjusted EBITDA
|
|
|
|
|
Steven J Heilbron [Member] | Measure:: 2 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Adjusted net loss before tax
|
|
|
|
|
Steven J Heilbron [Member] | Measure:: 3 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Merchant Segment Adjusted EBITDA
|
|
|
|
|
Steven J Heilbron [Member] | Measure:: 4 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Overall Merchant revenue
|
|
|
|
|
Lincoln C Mali [Member] | Measure:: 1 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Group Adjusted EBITDA
|
|
|
|
|
Lincoln C Mali [Member] | Measure:: 2 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Adjusted net loss before tax
|
|
|
|
|
Lincoln C Mali [Member] | Measure:: 3 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Consumer Segment Adjusted EBITDA
|
|
|
|
|
Lincoln C Mali [Member] | Measure:: 4 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Lending and insurance revenue
|
|
|
|
|
Non-PEO NEO |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
PEO Name |
Messrs. Kola, Heilbron, Mali, and Smith
|
Messrs. Kola (from March 1, 2022), Heilbron (from April 14, 2022), Mali and Smith
|
Messrs. Mali (from May 1, 2021), Nunthakumarin Pillay (terminated employment on April 30, 2021), and Phillip S. Meyer (terminated employment on October 30, 2020)
|
Messrs. Smith, N. Pillay, P.S. Meyer, and Phil-Hyun Oh (terminated employment on March 9, 2020)
|
Messrs. Smith, N. Pillay, P.S. Meyer, Oh and Nitin Soma (terminated employment on June 30, 2019)
|
Non-PEO NEO | Reported Value of Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
$ (681,395)
|
$ (417,458)
|
$ (221,262)
|
$ (236,925)
|
$ (72,036)
|
Non-PEO NEO | Fair Value of Unvested Covered Year Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
280,876
|
267,099
|
193,949
|
177,840
|
38,753
|
Non-PEO NEO | Fair Value of Outstanding And Unvested Prior Year Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(159,394)
|
16,754
|
0
|
(22,483)
|
(66,536)
|
Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
341,250
|
23,036
|
0
|
0
|
0
|
Non-PEO NEO | Fair Value of Equity Awards Granted in Prior Years that Vested in Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(36,790)
|
14,944
|
22,725
|
20,552
|
(11,911)
|
Non-PEO NEO | Awards Granted in Prior Fiscal Years [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(102,800)
|
(4,500)
|
(153,606)
|
(11,479)
|
(109,635)
|
Non-PEO NEO | Equity Award Adjustments [Member] |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
$ 323,142
|
$ 317,333
|
$ 63,068
|
$ 164,430
|
$ (149,329)
|