Kuben Pillay

About Kuben Pillay

Kuben Pillay, 65, is Lesaka’s Lead Independent Director since February 1, 2024, and has served on the Board since 2020; he was previously the independent non-executive chairman from June 2020 to January 2024 . He holds a BA LLB from the University of the Witwatersrand and a Masters in Comparative Jurisprudence from Howard University . He is formally recognized as Lead Independent Director in Lesaka’s FY2025 Form 10-K signatures , and co-signed the 2025 definitive proxy and annual meeting notice dated October 28, 2025 .

Past Roles

External Roles

Board Governance

• Independence: Board determined six of eleven directors are independent, including Pillay; he serves as Lead Independent Director .
• Committee memberships:
  • Remuneration Committee: Member (4 meetings in FY2025) .
  • Nominating & Corporate Governance Committee: Chair (4 meetings in FY2025) .
  • Social & Ethics Committee: Member (3 meetings in FY2025) .
• Attendance and engagement: The Board held six meetings in FY2025, and each director attended at least 75% of Board and applicable committee meetings; seven of eleven directors attended last year’s annual meeting .
• Lead Independent Director role: Facilitates independent oversight of management, succession planning, executive compensation, performance, stakeholder engagement, and governance matters .
• Audit context: The audit committee (not chaired/served by Pillay) held ten meetings in FY2025; KPMG expressed an adverse opinion on the effectiveness of ICFR as of June 30, 2025, heightening the importance of board oversight across committees .

Fixed Compensation

Notes:

• Directors who are executive officers receive no separate director compensation .
• “Other ($)” reflects VAT reimbursements in ZAR for certain South Africa-based directors .

Performance Compensation

• Clawback: Company maintains a Nasdaq-compliant clawback policy covering incentive-based compensation, with multiple recovery methods; not applicable to Pillay’s FY2025 director pay mix (cash-only) .
• Anti-hedging/pledging: Directors are prohibited from hedging and pledging shares, with a narrow exception for pledging subject to pre-approval and demonstrable repayment capacity; reinforces alignment safeguards .

Other Directorships & Interlocks

• Related-party policy oversight resides with the Audit Committee (reviews related party transactions); no specific related-party transactions involving Pillay were disclosed in the cited documents .

Expertise & Qualifications

• Legal and governance expertise: BA LLB (University of the Witwatersrand) and Masters in Comparative Jurisprudence (Howard University) .
• Executive leadership: Former Primedia Group CEO and chair; founding executive and later chair at Mineworkers Investment Company; extensive South African corporate governance experience .
• Sector exposure: Telecoms (Cell C), media (Primedia), financial services (Transaction Capital, OUTsurance), investment holding (Sabvest) .

Equity Ownership

• Directors’ stock ownership guidelines: Non-employee directors are not required to own shares under Lesaka’s policy; executive ownership guidelines apply to executives only .
• Anti-hedging/pledging: Hedging prohibited; pledging prohibited except with pre-approval and demonstrated repayment capacity; supports alignment and risk controls .

Governance Assessment

• Strengths:

  • Lead Independent Director with chair role on Nominating & Corporate Governance; active across three committees, indicating strong governance engagement .
  • Board independence affirmed (six of eleven directors), with regular executive sessions of non-employee directors .
  • Anti-hedging/pledging and clawback policies in place, with clear recovery mechanisms and Nasdaq compliance .

• Considerations:

  • Non-employee directors received cash-only compensation in FY2025 with no equity grants; combined with a policy that does not require director share ownership, this may limit direct equity alignment for independent directors .
  • Adverse ICFR opinion as of FY2025 increases reliance on robust board and committee oversight; although Pillay is not on Audit, his LID role and governance committee chairmanship make his engagement salient .

RED FLAGS

• No director equity awards in FY2025 and absence of director ownership requirements may weaken long-term alignment signals for non-employee directors .
• Anti-pledging exceptions (pre-approval) introduce potential collateralization risk if invoked, though policy requires demonstrable repayment capacity .
• Adverse ICFR opinion by KPMG for FY2025 indicates control weaknesses; sustained remediation oversight is critical across committees and board leadership .