Ali Mazanderani
About Ali Mazanderani
Ali Mazanderani (age 43) is Executive Chairman of Lesaka Technologies, Inc. (since Feb 1, 2024) and a director since 2020. He is a fintech investor and entrepreneur, co‑founder/chairman of Teya, non‑executive director at Thunes and Kushki, and vice president of EDPIA. Previously, he served on StoneCo’s board (2016–2022) and Network International’s board (2020–2021), was a partner at Actis, and held roles at OC&C Strategy Consultants and First National Bank. Education includes postgraduate Economics (University of Pretoria, Oxford, LSE), MBA (INSEAD), and Master’s in Business Law (University of St Gallen); he is an Aspen Institute Finance Leaders Fellow . During FY2023–FY2025, TSR (value of initial $100) moved from 74→91→87, Group Adjusted EBITDA rose from ZAR 445,450k→690,943k→922,943k, while net loss widened largely due to non‑operational items (MobiKwik write‑down $59.8M and one‑off costs $16.1M) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Actis (private equity) | Partner | Not disclosed | Led multiple landmark fintech investments globally |
| OC&C Strategy Consultants | Advisor (PE and corporate clients) | Not disclosed | Strategy advisory in London |
| First National Bank (Johannesburg) | Lead strategy consultant | Not disclosed | Banking strategy experience |
| StoneCo (Nasdaq: STNE) | Board member | 2016–2022 | Governance and fintech scaling in Brazil |
| Network International (LSE: NETW) | Board member | 2020–2021 | Payments expansion in Middle East |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Teya (pan‑European fintech) | Co‑founder & Chairman | Current | Building European payments platform |
| Thunes | Non‑executive director | Current | Cross‑border payments network oversight |
| Kushki | Non‑executive director | Current | Latin American payments growth |
| EDPIA | Vice President | Current | Policy/industry voice in European digital payments |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $208,333 | $541,667 |
| Bonus ($) | – | – |
| Stock Awards ($) | – | – |
| Option Awards ($) | $5,480,000 | – |
| All Other Compensation ($) | $20,892 | $67,682 |
| Total ($) | $5,709,225 | $609,349 |
- Base salary set to $600,000 effective Feb 1, 2025, including a $100,000 travel allowance in cash salary .
- Directors who are executive officers do not receive separate director compensation .
Performance Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Annual cash incentive eligibility | No | No | Employment agreement provides no annual cash incentive for Executive Chairman |
| Long‑term equity (options) | Granted in FY2024 | Outstanding at FY2025 YE | See Equity Awards below |
Equity Awards (Structure, Vesting, and Change‑in‑Control)
| Option tranche | # Options | Strike ($) | Grant approval date | Vesting | Expiration |
|---|---|---|---|---|---|
| 2022 Plan tranche | 500,000 | 3.50 | Not disclosed | Exercisable as of Oct 22, 2025 | 1/31/2029 |
| Special grant Tranche A | 1,000,000 | 6.00 | Jun 3, 2024* | Vests 1/31/2026* | 1/31/2029 |
| Special grant Tranche B | 1,000,000 | 8.00 | Jun 3, 2024* | Vests 1/31/2026* | 1/31/2029 |
| Special grant Tranche C | 1,000,000 | 11.00 | Jun 3, 2024* | Vests 1/31/2026* | 1/31/2029 |
| Special grant Tranche D | 1,000,000 | 14.00 | Jun 3, 2024* | Vests 1/31/2026* | 1/31/2029 |
- Fair value recognized in FY2024 Summary Compensation Table for options: $5,480,000 .
- Vesting details for the 4,000,000 special grant: shareholders approved grant on June 3, 2024; options vest Jan 31, 2026 (per Form 4) .
- Change‑in‑control: Awards follow Stock Incentive Plan CIC treatment; options/SARs that are in‑the‑money may be cashed out or exercisable in a window; time‑based awards can become fully vested; Ali’s 4,000,000 options include CIC provisions substantively the same as the plan .
Equity Ownership & Alignment
| Metric | Value | As of |
|---|---|---|
| Total beneficial ownership (shares) | 1,025,115 | Oct 22, 2025 |
| Ownership (%) | 1.2% | Oct 22, 2025 |
| Composition | 525,115 common shares + 500,000 currently exercisable options | Oct 22, 2025 |
| Stock ownership guidelines | Executive Chairman: 4× annual base salary; other executives: 2× | Policy |
| Anti‑pledging/hedging policy | Hedging prohibited; pledging prohibited except limited pre‑approved exceptions (no margin) | Policy |
| Insider transaction (signal) | 20,000 shares purchased @ $4.96 ($99,200) on Mar 31, 2025 | Mar 31, 2025 |
Employment Terms
- Employment status: At‑will; Ali’s agreement does not include an annual cash incentive; SA employment contracts (for other executives) have 3‑month notice but Ali’s agreement is at‑will .
- Non‑compete: Ali’s restrictive covenant does not contain a non‑compete clause .
- Severance: Company discloses “no formal severance arrangements,” severance awarded only at Remuneration Committee’s discretion .
- Clawback: Nasdaq‑compliant clawback adopted Nov 2023 with 3‑year lookback for incentive‑based compensation, including stock price/TSR‑linked awards .
- Insider Trading Policy: Trading windows, MNPI prohibitions, 10b5‑1 plan cooling‑off periods, Section 16 pre‑clearance .
Performance & Track Record Signals
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR – value of $100 investment | 74 | 91 | 87 |
| Net loss ($’000) | (35,074) | (17,440) | (87,504) |
| Group Adjusted EBITDA (ZAR ’000) | 445,450 | 690,943 | 922,943 |
Context: FY2025 included Adumo and Recharger acquisitions and announced Bank Zero acquisition (pending approvals), with $16.1M transaction/integration costs and a $59.8M loss on MobiKwik disposal; management views Adjusted EBITDA as the clearer operational performance measure amid one‑offs .
Board Governance (Director Service, Committees, Independence)
- Role: Executive Chairman; Board’s Lead Independent Director is Kuben Pillay .
- Independence: 6 of 11 directors are Nasdaq‑independent; all Audit, Remuneration, and Nominating committees comprised of independent directors .
- Committees: Capital Allocation Committee (members: Ball [Chair], Mazanderani, Sparrow); held 6 meetings in FY2025 .
- Board activity: Board held 6 meetings; each director attended ≥75% of Board and committee meetings in their service period .
- Director compensation: Executives do not receive director fees .
Compensation Committee Analysis & Peer Group
- Pay Governance engaged in fiscal 2024 for benchmarking and risk review .
- Peer group for benchmarking includes: Altron, Blue Label Telecoms, Cantaloupe, Capital Appreciation, Cass Info Systems, CSG Systems, Dave, EVERTEC, Everi Holdings, Green Dot, IDT, Medallion Financial, Model N, MoneyLion, PayPoint, Repay Holdings, Synchronoss, Transaction Capital .
- Say‑on‑pay approval: 97.5% at Nov 14, 2024 annual meeting .
Compensation Structure Analysis (Alignment, Pressure, Mix)
- Mix: For Ali, compensation is predominantly equity‑based (large 2024 option grant) with fixed salary adjusted to $600k; no annual cash incentive eligibility .
- Performance linkage: Option tranches with out‑of‑the‑money strikes ($6–$14) vesting in Jan 2026 tightly align payout with share price performance; CIC terms allow acceleration, creating event‑driven exposure .
- Governance protections: Clawback (3‑year), anti‑hedging, pledging restrictions; no option repricing without shareholder approval .
- Insider activity: March 31, 2025 open‑market purchase (20,000 shares) is a positive signal; no public sells cited in the period .
Risk Indicators & Related Party Transactions
- Familial relationships: None among directors/executives .
- IFC Policy Agreement: IFC Investors hold rights including potential put right upon specified events; separate governance dynamic (not specific to Ali) .
- Legal proceedings: Refer to 10‑K Item 3 for current disclosures (not detailed here) .
Director Compensation (for completeness)
- Non‑employee director fee schedule disclosed; Ali, as an executive, receives no director fees .
Investment Implications
- Alignment: The out‑of‑the‑money, performance‑vest option structure (4.0M options across $6–$14 strikes vesting Jan 2026) strongly ties Mazanderani’s upside to share price appreciation and strategic execution; lack of annual cash incentive concentrates incentives on long‑term value creation .
- Retention and selling pressure: Insider purchase (Mar 2025) and anti‑hedging/pledging policy reduce near‑term selling pressure; no explicit ownership guideline compliance disclosure, but Executive Chairman guideline is 4× salary, encouraging sustained ownership .
- Event risk: CIC acceleration terms for awards (including Ali’s grant) can create optionality around M&A or strategic transactions; watch for 10b5‑1 filings and any amendments to equity terms that could alter alignment .
- Governance mitigants: Presence of a Lead Independent Director, independent committees, clawback and anti‑hedging policies mitigate dual‑role concerns from Executive Chairman status .
- Performance context: Adjusted EBITDA growth is positive amid one‑off FY2025 charges and disposal losses; investors should weigh TSR trajectory and operational KPIs against integration milestones (Adumo, Recharger) and any Bank Zero regulatory outcomes .