UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: 011-
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition".
On November 6, 2024, Lesaka Technologies, Inc., a Florida corporation (the "Company"), issued a press release setting forth its financial results for the first quarter ended September 30, 2024.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 5, 2024, our Remuneration Committee adopted cash incentive awards for fiscal 2025 for Messrs. Naeem Kola, Steven Heilbron, and Lincoln Mali and Dan Smith.
Cash Incentive Awards for Fiscal 2025
Under the cash incentive awards, each of Messrs. Kola, Heilbron, Mali and Smith will be eligible to earn a cash incentive award based on a number of quantitative factors based on our fiscal 2025 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. 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 2025. 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 2025 base salary, or $480,000.
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 2025. 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 2025 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 7,500,000 for fiscal 2025. A 40% weighting is applied to quantitative performance factors and 60% 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 2025 base salary, or ZAR 9,000,000 ($509,915, translated at a $:ZAR exchange rate of $1: ZAR 17.65).
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 6,00,00,000 for fiscal 2025. A 40% weighting is applied to quantitative performance factors and 60% 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 2025 base salary, or ZAR 7,200,000 ($407,932, translated at a $:ZAR exchange rate of $1: ZAR 17.65)
Quantitative Portion of the Cash Incentive Awards
Mr. Kola will be eligible to receive an amount up to 72% of his annual base salary, Mr. Heilbron will be eligible to receive an amount up to 36% of his annual base salary, and each of Messrs. Mali and Smith will be eligible to receive an amount up to 48% 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: | Kola | Heilbron | Mali | Smith | ||||||||
| F2025 financial targets | 10% | 20% | 15% | 15% | ||||||||
| M&A post-acquisition financial targets | 25% | - | - | - | ||||||||
| F2025 Group synergies | 20% | - | - | - | ||||||||
| Net debt/ EBITDA target | - | - | - | 10% | ||||||||
| Free cash flow conversion | - | - | - | 5% | ||||||||
| F2025 Consumer financial targets | - | - | 25% | 5% | ||||||||
| F2025 Merchant financial targets | 5% | 10% | - | 5% | ||||||||
| Total quantitative portion of cash incentive awards | 60% | 30% | 40% | 40% | ||||||||
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. 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 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):
Mr. Mali will be 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):
Mr. Smith will be 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):
The Remuneration Committee may award between:
based on its assessment of each executive's progress against these qualitative targets.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibits | Description |
| 99.1 | Press Release, dated November 6, 2024, issued by Lesaka Technologies, Inc. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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: November 6, 2024 | By: | /s/ Dan L. Smith |
| Name: | Dan L. Smith | |
| Title: | Group Chief Financial Officer | |