Lincoln Mali
About Lincoln Mali
Lincoln Mali is Chief Executive Officer: Southern Africa at Lesaka Technologies (LSAK) and a director since 2021; age 57. He previously led Group Card & Payments at Standard Bank (2001–Apr 2021), chaired Diners Club South Africa’s board, and served on Visa’s CEMEA Business Council; he holds BA and LLB (Rhodes), MBA (Henley), and completed Harvard AMP . Mali’s pay includes salary, annual cash incentives linked to Group Adjusted EBITDA, net revenue and segment EBITDA, and performance-based equity with share-price CAGR hurdles; FY2025 say‑on‑pay support was 97.5% . Lesaka’s pay-versus-performance shows TSR value of $100 investment at 87 (2025), 91 (2024), 74 (2023) and Group Adjusted EBITDA rising (ZAR ‘000: 445,450 → 690,943 → 922,943), while net loss increased in 2025 due to non-operational items .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard Bank Group | Head of Group Card & Payments; various roles | 2001–Apr 2021 | Led regional payments; industry network; operational leadership |
| Diners Club South Africa | Chair of Board | Through Apr 2021 | Governance oversight in payments ecosystem |
| Visa CEMEA Business Council | Member | n/a | Regional payments council exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lesaka Technologies (LSAK) | Director | Since 2021 | Executive director; not Nasdaq‑independent |
| Lesaka Board Committees | Social and Ethics Committee member | Current | Committee independent leadership; Mali as executive member |
| Board Attendance | Board attendance rate | FY2025 | All directors ≥75% of meetings |
Fixed Compensation
| Year | Base Salary (USD) | Notes |
|---|---|---|
| FY2023 | $394,609 | ZAR‑denominated, USD at average FX |
| FY2024 | $385,120 | ZAR‑denominated, USD at average FX |
| FY2025 | $410,709 | Annual base adjusted to ZAR 7,500,000 effective Sept 1, 2024 |
- Executive ownership guideline: 2× annual base salary for executives (unvested time-based awards count; performance‑conditioned awards do not) .
- Directors who are executives receive no separate director compensation .
Performance Compensation
Annual Cash Incentive Structure and Outcome (FY2025)
| Item | Metric/Target | Weighting | Target Range | Actual Achievement | Payout (USD) |
|---|---|---|---|---|---|
| Quantitative | Group Adjusted EBITDA (ZAR 950m), Net Revenue (ZAR 4bn), Consumer EBITDA (ZAR 340m) [Mali’s set] | 40% of base | 0–48% of base | Achieved 30% total: F2025 financial targets 5% (of 15%); Consumer financial targets 25% (of 25%) | $125,698 |
| Qualitative | Values/culture change (20%), customer centricity (5%), regulatory policy reforms (15%), PR/brand/stakeholders (20%) | 60% of base | 0–72% of base | Awarded 35% of maximum qualitative | $104,749 |
| Total | Sum of quantitative + qualitative | — | 20–120% of base | 46% of base achieved | $230,447 |
Equity Awards and Vesting Schedules
| Grant Date | Type | Shares | Vesting Schedule | Market/Payout Value Reference |
|---|---|---|---|---|
| Dec 2022 | Performance RS | 77,706 | Vests if stock meets specified price levels during 12/31/2022–12/01/2025 and continued employment (waiver noted for former CEO Meyer) | $348,900 at $4.49 (6/30/2025) |
| Oct 2023 | Performance RS | 55,093 | Vests if stock meets specified price levels during 09/20/2024–11/17/2026 and continued employment (waiver noted for Meyer) | $247,368 at $4.49 (6/30/2025) |
| Nov 2024 | Performance RS | 150,000 | Vests only if Nasdaq share price grows at 15% CAGR from $5.00 base over 09/30/2024–09/30/2027; earned equally over 3 years with carry‑forward to year 3 if targets missed; requires continuous employment to 09/30/2027 | $673,500 at $4.49 (6/30/2025) |
- Option awards: none to Mali in FY2025; option schedule detailed for other NEOs in proxy .
- Equity grant practices: no repricing; grants not timed around MNPI; clawback policy in place for incentive‑based compensation linked to financial reporting measures (including stock price/TSR) with 3‑year lookback .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total beneficial ownership | 408,461 shares (125,662 common + 282,799 restricted) |
| Ownership as % of outstanding | <1% of 84,086,399 shares |
| Vested vs unvested | Unvested RS per table above; no options disclosed for Mali |
| Pledging/Hedging | Company policy prohibits hedging and pledging; exceptions require pre‑approval and demonstrated capacity to repay without resort to pledged securities |
| Insider transactions | Late Form 4 (June 24, 2025) for company repurchase of shares from Mali to settle tax on restricted share vesting (11/17/2024) |
Employment Terms
| Term | Detail |
|---|---|
| Role start date | CEO: Southern Africa since May 1, 2021 |
| Contract | SA Employment Contract effective March 1, 2022; employment at‑will; either party may terminate with 3 months’ notice |
| Non‑compete / Non‑solicit | For named executive officers (except Executive Chairman): restricted for 24 months post‑termination from soliciting customers and engaging with competitors in company territories; Smith and Kola have 12‑month competitor restrictions; Heilbron has broader regional restraint |
| Severance | No formal severance arrangements; awards at Remuneration Committee discretion |
| Change‑in‑Control | If awards not assumed/continued/substituted, time‑based awards accelerate; performance awards may vest at Committee discretion or per agreements; cash settlement mechanisms described |
| Estimated CIC payout | If all RS vested at $4.49 (6/30/2025), potential payment to Mali ~$1.0 million (as part of $3.5 million total to executives) |
| Clawback | Incentive compensation recovery for restatements (stock price/TSR included); 3-year lookback; multiple recovery methods; no indemnification |
Multi‑Year Compensation (NEO Summary – Mali)
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $394,609 | $385,120 | $410,709 |
| Stock Awards (grant‑date fair value) | $179,242 | $253,702 | $526,500 |
| Non‑Equity Incentive (cash) | $289,867 | $427,027 | $230,447 |
| Total Compensation | $863,718 | $1,065,849 | $1,167,656 |
Company Performance Context
| 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.*
| Pay vs Performance Metrics | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| TSR – $100 initial value | 74 | 91 | 87 |
| Net loss (USD ‘000) | (35,074) | (17,440) | (87,504) |
| Group Adjusted EBITDA (ZAR ‘000) | 445,450 | 690,943 | 922,943 |
- 2025 net loss primarily driven by non‑operational items (MobiKwik disposal: $59.8m loss; acquisition/integration costs: $16.1m) with proceeds used to repay debt; management views Group Adjusted EBITDA as more accurate operational performance measure .
Board Governance and Director Compensation (Mali as director)
- Committee roles: Social and Ethics Committee member; Remuneration, Audit, Nominating committees are fully independent .
- Independence: Mali is an executive director and not independent under Nasdaq rules .
- Board leadership: Executive Chairman (Mazanderani) with Lead Independent Director (Pillay), balancing management and independent oversight .
- Director pay: Executive directors do not receive separate director compensation .
- Say‑on‑Pay: 97.5% approval at 11/14/2024 meeting .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 total $1.17m with meaningful equity grants ($526.5k fair value) and reduced cash incentive vs FY2024; continued emphasis on variable pay .
- Shift to performance RSUs: 150,000 performance RS require sustained 15% CAGR from $5 base through 2027, creating strong alignment with shareholder value and potential cliff‑vesting risk if early targets missed (carry‑forward to year 3) .
- No option repricing; clawback and anti‑hedging/pledging policies in place; severance only at Committee discretion .
- Peer benchmarking performed by independent consultant (Pay Governance) across US/SA fintech and IT peers; Committee composition independent .
Risk Indicators & Red Flags
- Late Section 16 filing: Mali filed a late Form 4 related to tax settlement on RS vesting (6/24/2025) .
- Hedging/pledging prohibited (exceptions require approval), reducing misalignment risk .
- Change‑in‑control equity acceleration may concentrate payout outcomes; policy prohibits repricing; clawback covers stock price/TSR‑based awards .
Compensation Peer Group (Benchmarking)
- Peer group includes Altron, Blue Label Telecoms, Cantaloupe, Capital Appreciation, Cass Information Systems, CSG Systems, Dave, EVERTEC, Everi, Green Dot, IDT, Medallion Financial, Model N, MoneyLion, PayPoint, Repay, Synchronoss, Transaction Capital .
Equity Ownership & Director Guidelines
| Item | Policy/Status |
|---|---|
| Executive ownership guideline | 2× base salary for executives; time‑based unvested awards count; performance‑conditioned awards do not |
| Compliance status | Not disclosed in proxy |
Investment Implications
- Alignment and incentives: Mali’s 150,000 performance RS tied to 15% annual share‑price CAGR through 2027 align incentives to sustain share price momentum; carry‑forward design may compress vesting into year 3, creating potential event‑driven trading windows around measurement dates .
- Vesting supply overhang: Upcoming performance RS measurement/vesting dates (12/01/2025; 11/17/2026; 09/30/2025–2027) can add sell‑to‑cover pressure, as evidenced by the tax‑settlement repurchase in 2025; monitor blackout/preclearance windows and Section 16 activity .
- Retention and competition risk: 24‑month post‑termination restrictions suggest lower near‑term poaching risk, supporting continuity in SA operations; severance is discretionary, not formulaic .
- Governance quality: Independent committees, strong policies (clawback, anti‑hedging/pledging), and high say‑on‑pay support (97.5%) reduce governance discount; dual role as executive director (not independent) is mitigated by independent oversight structure .
- Performance context: Despite FY2025 net loss from non‑operational items, operational metrics (Group Adjusted EBITDA) improved; Mali’s FY2025 cash incentive paid at 46% of base reflects partial achievement, balancing pay-for-performance discipline .