Sean Macdonald
About Sean Macdonald
Sean Macdonald, CA(SA), aged 47, has served as Leatt’s Chief Executive Officer and President since November 2010, Chief Financial Officer since August 2009, and a Director since May 2010. He holds a BCom in Finance & Information Systems and a Post‑Graduate Diploma in Accounting (KPMG Cape Town articles) and is a South Africa‑registered Chartered Accountant . Company performance under his tenure shows revenues of $72.5M (FY2021), $76.3M (FY2022), $47.2M (FY2023), and $44.0M (FY2024); EBITDA declined from $17.6M (FY2021) to -$1.75M (FY2024)* .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cyclelab (SA) | Chief Financial Officer | Aug 2004 – Dec 2009 | Led operational, financial and strategic leadership; implemented franchise model to grow the business |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No other external public company directorships disclosed in 2025 DEF 14A for Macdonald |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $350,699 | $342,262 | $367,406 |
| Bonus (USD) | $140,000 | $62,500 | $50,000 |
| Option Awards (USD) | $25,749 | — | — |
| Stock Awards (USD) | $352,156 | $26,968 | $70,350 |
| Total (USD) | $868,604 | $431,730 | $487,756 |
| Employment Agreement Cash Components | 2023 (Monthly) | 2025 (Monthly) | Notes |
|---|---|---|---|
| ZAR Base Salary | ZAR 320,750 | ZAR 359,532.68 | Guaranteed minimum FX for USD component |
| USD Base Salary | $8,450 | $9,471.71 | Guaranteed minimum exchange rate US$1:ZAR15.50 |
| Travel Allowance (ZAR) | ZAR 9,500.80 | ZAR 10,649.56 | — |
| Additional benefits | Medical aid, group life, provident/pension, executive wellness | Medical aid, group life, provident/pension, executive wellness | — |
| 2025 Amendment (Proxy summary) | — | R4,314,392 ($230,267) + $113,660 per annum; travel allowance R127,789 ($6,820) | No sale of Company‑issued stock without Board consent |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus | Not disclosed | Not disclosed | Discretionary per Board | Paid: $140,000 (2022); $62,500 (2023); $50,000 (2024) | Annual cash |
| Restricted Stock (RSUs) – 76,000 shares granted 12/21/2023 | N/A | Time‑based | N/A | Grant date fair value $712,880 | 2,875 vested 12/22/2023; 7,500 on 12/22/2024; 13,125 on 12/22/2025; 15,000 on 12/22/2026; 18,750 on 12/22/2027; 18,750 on 12/22/2028; 100% acceleration upon Change of Control |
| Options | N/A | N/A | N/A | N/A | No options outstanding for Macdonald at FY2024 year‑end |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 298,184 common shares directly held |
| Ownership % of common outstanding | 4.80% (as of record date; 6,217,550 common shares outstanding) |
| Vested vs. unvested | RSU schedule as above; non‑vested RSUs accelerate 100% upon Change of Control |
| Options (exercisable/unexercisable) | None disclosed for Macdonald; option tables list grants to Leatt and Guzy only |
| Pledging/Hedging | No pledging/hedging disclosure for Macdonald found in 2025 DEF 14A sections reviewed |
| Stock ownership guidelines | Not disclosed in DEF 14A |
| Sale restrictions | May not sell Company‑issued stock without prior Board consent (employment agreement) |
Employment Terms
- Roles and tenure: CEO & President since Nov 2010; CFO since Aug 2009; Director since May 2010 .
- Severance/termination: Six months’ notice by either party; statutory severance of one week per year of service under South African labor laws; immediate termination for gross misconduct/incapacity/breach . Company states named executive officers are not entitled to severance or other benefits upon termination or change in control .
- Change‑of‑control economics: RSUs accelerate 100% upon change of control . Employment agreement notes remuneration section exceptions in change‑in‑control context .
- Non‑sale covenant: Macdonald may not sell Company‑issued stock without Board consent while employed .
- Deferred compensation/pension/perquisites: No nonqualified deferred compensation; Company maintains a defined contribution plan (401(k)); perquisites include medical aid, group life, executive wellness .
Board Governance
- Board service: Director since November 2010 .
- Committees: Audit Committee member; Compensation Committee member; both committees chaired by Jeffrey Guzy; Macdonald is not independent under NASDAQ rules .
- Attendance: Board held four meetings and acted by written consent four times in 2024; each director attended at least 75% of Board and committee meetings .
- Independence: Only Guzy is independent; Board maintains separate Chair (Dr. Leatt) and CEO (Macdonald) .
- Dual‑role implications: Macdonald concurrently serves as CEO, CFO, President, Director, and sits on Audit and Compensation Committees; the Proxy states CEO may not be present when his compensation is deliberated .
Director Compensation (Macdonald)
| Year | Fees earned (cash) | Stock awards | Total |
|---|---|---|---|
| 2024 | $19,237 | $70,350 | $89,587 |
| Monthly director fee increased from $1,599 (2024) to $1,682.95 (2025), subject to a guaranteed minimum exchange rate . |
Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues (USD) | $72,475,813 | $76,335,539 | $47,241,187 | $44,027,942 |
| EBITDA (USD) | $17,641,284* | $14,115,309* | $2,593,150* | -$1,749,029* |
| EBITDA Margin (%) | 24.34%* | 18.49%* | 5.49%* | -3.97%* |
| *Values retrieved from S&P Global. |
Investment Implications
- Alignment and ownership: Macdonald holds 4.80% of common stock, suggesting material alignment with shareholders . RSU time‑based vesting through 2028 with change‑of‑control acceleration can create event‑driven incentives .
- Selling pressure and liquidity: RSU vesting schedule adds periodic supply; however, employment terms restrict sale of Company‑issued shares without Board consent, potentially mitigating near‑term selling pressure .
- Pay‑for‑performance: Cash compensation declined from 2022 to 2024 alongside revenue/EBITDA compression; annual bonuses are discretionary without disclosed metrics, limiting transparency into incentive design .
- Governance risk: Dual roles (CEO, CFO, Director) and committee memberships (Audit, Compensation) with only one independent director elevate independence concerns; the Proxy notes the CEO is excluded from compensation deliberations, but overall structure remains concentrated .
- Change‑of‑control terms: 100% RSU acceleration upon change of control could increase realized pay in an acquisition scenario; NEOs otherwise have no severance protections per Company disclosure .
- Benefits and retention: Statutory severance (one week per year) and six‑month notice provisions provide limited economic retention protection; sustained tenure since 2010 indicates continuity, but comp structure relies on discretionary elements .