Dan Smith
About Dan Smith
Dan Smith, 53, is Group Chief Financial Officer (CFO) of Lesaka and a director since 2024. He is a Chartered Accountant (SA) with a B.Com, B.Acc, and Higher Diploma in Taxation Law (University of Witwatersrand), completed the Oxford Fintech Programme, and holds an Advanced Valuation Techniques certification (Gordon Institute of Business Science) . Under his tenure (appointed Oct 1, 2024), Lesaka’s FY2025 revenues and EBITDA increased versus FY2024, supporting operational momentum; revenue growth FY2025/FY2024 ≈ +17%, EBITDA growth FY2025/FY2024 ≈ +40% (values from S&P Global; see table below).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DLS Advisors | Founder & CEO | 2020–2021 | Built advisory platform; led through fintech strategy formation prior to joining VCP . |
| Value Capital Partners (VCP) | Partner & Director | 2021–Sep 2024 | Private equity and public markets stewardship; capital allocation experience applied to Lesaka . |
| Standard Bank South Africa | Corporate Finance; led M&A investment banking team | — | Led M&A execution; significant corporate finance experience across SA and UK . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADvTECH Limited (JSE: ADH) | Director | — | Pan‑African education and resourcing group; governance and finance expertise . |
Fixed Compensation
| Year | Base Salary (USD) | Notes |
|---|---|---|
| FY2025 | $246,886 | Salary denominated in ZAR, converted to USD at average FX; appointed CFO Oct 1, 2024 . |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout (USD) | Vesting / Conditions |
|---|---|---|---|---|---|---|
| Annual Cash Incentive – Quantitative | FY2025 Financial Targets | 15% of base (part of 40% quantitative) | Program-established | Achieved 7.5% | $75,419 | Annual cash; paid FY2025. |
| Annual Cash Incentive – Quantitative | Net Debt/EBITDA | 10% | Program-established | Achieved 10% | Included in $75,419 | Annual cash; paid FY2025. |
| Annual Cash Incentive – Quantitative | FCF Conversion | 5% | Program-established | Achieved 0% | Included in $75,419 | Annual cash; paid FY2025. |
| Annual Cash Incentive – Quantitative | Consumer Financial Targets | 5% | Program-established | Achieved 5% | Included in $75,419 | Annual cash; paid FY2025. |
| Annual Cash Incentive – Quantitative | Merchant Financial Targets | 5% | Program-established | Achieved 0% | Included in $75,419 | Annual cash; paid FY2025. |
| Annual Cash Incentive – Qualitative | Composite qualitative objectives | 60% of bonus | Range 12%–72% of base | Awarded 73% of max | $175,978 | Annual cash; paid FY2025. |
| RSU (Time‑based) grant | 100,000 shares | — | — | — | Grant‑date FV $490,000 | Awarded Oct 1, 2024; vests one‑third on Sept 30, 2025/2026/2027, continuous service required . |
| PSU (Performance‑based RS) grant | 120,000 shares | — | Stock price CAGR ≥15% from $5.00 | Measurement windows thru Sept 30, 2027 | Grant‑date FV $421,200 | Price hurdles during measurement periods; must be employed at vest; earned equally over 3 years with catch‑up only if final target achieved . |
| FY2025 Non‑Equity Incentive Paid | Total cash incentive | — | Potential max $402,235 | Actual 63% of base | $251,397 | Sum of quantitative and qualitative awards above . |
Equity Ownership & Alignment
| Item | Amount | Percent of Class | Notes |
|---|---|---|---|
| Total beneficial ownership | 220,000 shares | * (<1%) | As of Oct 22, 2025. |
| Common shares | 33,333 | — | Direct holdings. |
| Restricted stock (subject to performance/other conditions) | 186,667 | — | Subject to performance/other conditions; counts toward beneficial ownership; does not count toward ownership guideline compliance if performance‑conditioned . |
| Shares pledged as collateral | None disclosed | — | Pledging prohibited absent pre‑approval and demonstration of repayment capacity; anti‑hedging policy in place . |
| Stock ownership guideline | 2× annual base salary for executive officers | — | Time‑based unvested awards count; options/performance‑conditioned stock do not count . |
| Director fees for executives | None | — | Executives who are directors receive no separate director compensation . |
Outstanding equity awards (end of FY2025; market value uses $4.49 close on June 30, 2025):
| Award Type | Unvested Shares | Market Value |
|---|---|---|
| Time‑based RSU (Sep 2024 grant) | 100,000 | $449,000 |
| Performance‑based RS (Nov 2024 grant) | 120,000 | $538,800 |
Vesting cadence and potential selling pressure:
- Time‑based RSU: 33,333 shares vest each Sept 30 in 2025, 2026, 2027; calendar clustering may create periodic supply overhang if sales occur post‑vesting .
Employment Terms
- Appointment and role: Appointed Group Chief Financial Officer effective Oct 1, 2024; director since 2024 .
- Cash incentive framework: FY2025 bonus ranged from 20%–120% of base; 40% quantitative and 60% qualitative; actual payout $251,397 .
- Clawback policy: Adopted 2017; updated to comply with Nasdaq rules; recovery applies to incentive compensation based on financial metrics, stock price, or TSR; recovery methods include reimbursement, set‑off, forfeiture; no indemnification permitted .
- Anti‑hedging/pledging: Hedging prohibited; pledging prohibited absent pre‑approval and proof of repayment capacity; margin accounts and pledges discouraged due to MNPI risks .
- Severance and change‑of‑control: Company does not offer change‑in‑control tax gross‑ups and has no formal severance arrangements; severance awarded at Remuneration Committee’s discretion .
- Prior separation terms (Jan 11, 2023): Mutual Separation Agreements provided base salary through notice period to Mar 1, 2023, payment of outstanding leave, ex‑gratia payment equal to six months’ salary, removal of ongoing employment condition in outstanding option/RS awards (vesting per original terms including performance conditions), and reciprocal releases .
- Restrictive covenants: Company’s NEO restrictive covenant framework includes non‑compete/non‑solicit periods; general structure disclosed in 2023 proxy (durations vary by role) .
Board Governance
- Board service: Director since 2024; executive director (not independent under Nasdaq rules) .
- Committee memberships: No committee assignments; executive directors generally not placed on audit/compensation committees; current board committees include Audit, Remuneration, Nominating & Corporate Governance, Social & Ethics, and Capital Allocation .
- Board leadership: Executive Chairman (Ali Mazanderani); Lead Independent Director (Kuben Pillay) established to strengthen oversight .
- Dual‑role implications: CFO plus director reduces independence; mitigants include independent Remuneration and Audit Committees and lead independent director structure .
Director compensation and stock ownership guidelines:
- Non‑employee director fee structure and amounts disclosed; executives who are directors do not receive director fees .
- Current share ownership guidelines apply to executive officers (2× salary); non‑employee directors are not required to hold shares under the updated policy .
Say‑on‑Pay & Compensation Committee
- Say‑on‑pay approval: 97.5% support at Nov 14, 2024 annual meeting .
- Compensation advisors: Remuneration Committee uses independent advisors (e.g., Pay Governance) for benchmarking and policy updates; independence assessed .
- Remuneration Committee composition: Antony Ball (Chair), Venessa Naidoo, Kuben Pillay in FY2024; committee met four times in FY2024 .
Performance & Track Record Indicators
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Financial performance trend (annual):
Metric FY2023 FY2024 FY2025 Revenues (USD) $527,971,000 $564,222,000 $659,702,000* EBITDA (USD) $15,377,000* $29,830,000* $41,644,000* *Values retrieved from S&P Global.
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Growth reference: FY2025 revenue +17% YoY*, EBITDA +40% YoY*; reinforces alignment with performance‑based incentives and deleveraging targets in bonus metrics .
*Values retrieved from S&P Global. -
Risk indicators: Multiple shareholder investigation press releases in Oct–Nov 2025 (e.g., Bragar Eagel & Squire; Pomerantz), signaling potential legal overhang for the company though not executive‑specific [6] [8] [9] [10] [11] [13] [14] [17] [18] [19] [20].
Investment Implications
- Pay‑for‑performance alignment: Dan’s FY2025 incentive design tied quantitatively to Net Debt/EBITDA, FCF conversion, and segment financial targets, with qualitative achievement driving the majority of payout (73% of max qualitative vs 22.5% quantitative) — payout totaled $251k, suggesting balanced recognition of execution amid ongoing transformation .
- Retention and vesting overhang: Time‑based RSUs vest annually each Sept 30 through 2027, and PSUs require 15% stock price CAGR from a $5 base within measurement windows to 2027; near‑term vest dates may create supply overhang while PSU hurdles align with shareholder returns .
- Alignment and pledging risk: Beneficial ownership of 220k shares (<1%) with policies prohibiting hedging/pledging absent strict pre‑approval; executive ownership guideline of 2× salary encourages additional accumulation, though performance‑conditioned shares do not count for compliance .
- Governance considerations: CFO serving as director under an Executive Chairman regime elevates independence scrutiny; mitigants include a Lead Independent Director and independent committee structures; say‑on‑pay support (97.5%) indicates shareholder acceptance of compensation approach .
- Trading signals: Watch the Sept 30 annual vesting window and PSU measurement checkpoints; quantitative bonus metrics (Net Debt/EBITDA, FCF conversion) highlight management’s focus on deleveraging and cash generation — positive inflections in these metrics can foreshadow higher variable pay and internal confidence .
Citations: [6] [8] [9] [10] [11] [13] [14] [17] [18] [19] [20]