Naeem Kola
About Naeem Kola
Group Chief Operating Officer and Director at Lesaka Technologies (NasdaqGS: LSAK; JSE: LSK). Former Group CFO (March 1, 2022–September 30, 2024) and appointed COO effective October 1, 2024; executive director since 2022 . Age 52; qualifications: CA(SA), BAcc Honours (University of the Witwatersrand), and CIMA; expertise in finance, corporate transactions, and capital markets . Incentive metrics tied to cash awards include segment financial targets (Consumer/Merchant), M&A post-acquisition targets, and qualitative objectives in governance and culture; long-term equity incentives are linked to share price CAGR thresholds over FY2025–FY2027 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emerging Markets Payments Group (EMP) | Chief Financial Officer | 6 years | Led a high-growth fintech; executed and integrated five acquisitions during tenure . |
| Emerging Markets Payments Group (EMP) | Senior Vice President, Investments/Strategy/Business Planning | Not disclosed | Pre-CFO leadership across investments and planning . |
| Actis (private equity) | Operations Director & Strategic Advisor | From 2017 (end date not disclosed) | Focused on fintech portfolio operations and strategy post-EMP acquisition by Network International . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| South African Institute of Chartered Accountants (SAICA) | Member | Not disclosed | Professional credentials underpinning financial oversight . |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $450,000 | $450,000 | $412,500 |
| All Other Compensation | $9,805 | $10,886 | $12,000 (healthcare contributions) |
Base salary was adjusted down to $400,000 effective September 1, 2024 (parity adjustment across executives) .
Performance Compensation
Annual Cash Incentive — Structure and FY2025 Outcomes
| Component | Target Range (% of Salary) | Actual (% of Max) | Actual Paid (USD) | Notes |
|---|---|---|---|---|
| Quantitative | 12%–72% | 14% | $40,000 | Based on defined financial targets (see metric table) . |
| Qualitative | 8%–48% | 21% | $40,000 | Based on governance, culture, and operational objectives (see below) . |
| Total Cash Incentive | Up to 120% | 19% | $80,000 | Committee determined outcomes in Sept 2025 . |
FY2025 Quantitative Metrics and Achievement (Cash)
| Metric | Weight (Target as % of Salary) | Achieved (% of Salary) | Payout Attribution |
|---|---|---|---|
| F2025 Group financial targets | 10% | 5% | Contributed to $40,000 quantitative payout . |
| M&A post-acquisition financial targets | 25% | 5% | Contributed to $40,000 quantitative payout . |
| F2025 Group synergies | 20% | 0% | No contribution . |
| F2025 Consumer financial targets | 0% target for Kola | 0% | No contribution . |
| F2025 Merchant financial targets | 5% | 0% | No contribution . |
| Total | 60% | 10% | $40,000 quantitative payout . |
FY2025 Qualitative Objectives (Cash)
| Objective | Weight within Qualitative Pool | Commentary |
|---|---|---|
| Support financial function handover to new CFO | 5% | Execution of transition oversight . |
| Drive customer and product centricity | 5% | Organization-wide orientation . |
| Oversee IR, corporate governance, legal, company secretarial | 20% | Governance-heavy portfolio . |
| Deliver B-BBEE and ESG objectives | 5% | Social license and ESG progress . |
| Embed Lesaka values and high-performance culture | 5% | Cultural transformation . |
Equity Incentives and Vesting
| Grant | Type | Shares/Units | Grant-Date Fair Value (USD) | Vesting Conditions | Measurement Period | Current Status (FY2025) |
|---|---|---|---|---|---|---|
| Nov 2024 | RS (performance-based) | 150,000 | $526,500 | Vest only if share price grows at 15% CAGR from $5 base; earned equally over 3 years; employment through 9/30/2027 | 9/30/2024–9/30/2027 | Unvested; market value $673,500 at $4.49 as of 6/30/2025 . |
| Oct 2023 | RS (performance/time-based) | 56,250 | $259,031 | Vest if share price meets thresholds; employment condition (with prior CEO waiver noted) | 9/20/2024–11/17/2026 | Unvested; market value $252,563 . |
| Dec 2022 | RS (performance-based) | 68,319 | Not separately disclosed | Vest if share price meets thresholds; employment condition (with prior CEO waiver noted) | 12/31/2022–12/1/2025 | Unvested; market value $306,752 . |
No stock options are listed for Kola in the FY2025 outstanding equity awards table (Kola’s entries are restricted stock only) .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Total Beneficial Ownership (as of 10/22/2025) | 492,088 shares; <1% of 84,086,399 shares outstanding . |
| Breakdown | 217,519 common shares; 274,569 restricted shares (subject to vesting) . |
| Stock Ownership Guidelines | Executives must hold shares equal to 2× base salary; unvested time-based awards count, performance-conditioned shares and options do not . |
| Anti-Hedging/Pledging | Hedging prohibited; pledging prohibited except with pre-approval and ability to repay without pledged securities . |
| Clawback Policy | Adopted Nov 2023; applies to incentive-based comp tied to financial reporting measures including stock price/TSR across prior three fiscal years; recovery methods include reimbursement, set-off, forfeiture; no indemnification permitted . |
Employment Terms
- Roles: COO effective Oct 1, 2024; prior CFO/Treasurer/Secretary since March 2022 .
- Severance: No formal severance arrangements; awards at Remuneration Committee discretion .
- Change-of-control economics: No severance tax gross-ups; options cannot be backdated/repriced per highlighted practices .
- Shareholder oversight: Say-on-pay approval 97.5% at Nov 14, 2024 meeting .
- Insider Trading Policy: Trading windows/blackouts; anti-hedging/anti-pledging; policy attached to FY2025 10-K .
Multi-Year Compensation Summary (USD)
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $450,000 | $450,000 | $412,500 |
| Stock Awards (grant-date fair value) | $157,589 | $259,031 | $526,500 |
| Non-Equity Incentive Plan (cash) | $286,380 | $377,551 | $80,000 |
| All Other Compensation | $9,805 | $10,886 | $12,000 |
| Total | $903,774 | $1,097,468 | $1,031,000 |
Compensation Structure Analysis
- Shift toward performance equity: FY2025 performance RS award (150,000 shares) contingent on 15% CAGR price hurdles over three years, increasing at-risk equity exposure .
- Lower cash incentive realization in FY2025: 19% of maximum vs. potential up to 120% of salary, indicating tight linkage to measured outcomes .
- Governance-aligned policies: Clawback (Dodd-Frank compliant), anti-hedging/pledging, and no gross-up/no option repricing practices reduce shareholder risk .
Performance & Track Record
- Operational transition: Led the handover of finance functions to incoming CFO and took accountability for IR, governance, legal, and company secretarial functions as part of qualitative targets .
- Strategy execution: Quantitative targets spanned M&A post-acquisition performance, group financials, synergies, and segment metrics; Kola achieved 10% of salary on quantitative and 21% of qualitative maximum in FY2025 .
Investment Implications
- Alignment strong via performance-based RSUs tied to share price CAGR; vesting dates and measurement windows through 2027 may cluster potential selling windows if conditions are met, but performance hurdles reduce near-term vesting pressure if targets are missed and carry-forward mechanisms apply .
- FY2025 cash incentive realization (19% of max) signals disciplined payout vs. targets; watch future Committee determinations and quantitative thresholds (M&A, segment performance) for payout momentum .
- Ownership of 492,088 shares (<1%) with a significant unvested component suggests meaningful retention incentive; anti-pledging and clawback frameworks mitigate hedging/recoupment risks .
- Limited severance protections and no gross-ups reduce change-of-control payout risk inflation; positive say-on-pay (97.5%) indicates shareholder support for pay design .