Nonkululeko Gobodo
About Nonkululeko Gobodo
Nonkululeko “Nonku” Gobodo (age 64) has served as an independent director of Lesaka Technologies since 2021. She is a Chartered Accountant (SA) and the first black woman to qualify as a CA in South Africa, bringing 35+ years of accounting and audit experience; she founded the firm that became SizweNtsalubaGobodo (SNG), later acquiring the Grant Thornton South Africa license (2018), and currently serves as Chancellor of Walter Sisulu University (appointed April 2023) . The Board classifies her as independent under Nasdaq rules and has designated her an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SizweNtsalubaGobodo (SNG) | Founder; built the firm into the largest black accounting firm in SA; SNG acquired Grant Thornton SA license in 2018 | Not disclosed | Founder/operator; scaled national audit firm |
| South African Revenue Service (SARS) | Audit Committee member | Not disclosed | Public-sector audit and oversight experience |
| Clicks Group Limited (JSE) | Non-executive director | Not disclosed | Prior/other board service (JSE-listed) |
| PPC Limited (JSE) | Non-executive director | Not disclosed | Prior/other board service (JSE-listed) |
| Shoprite Holdings Limited (JSE) | Non-executive director | Not disclosed | Prior/other board service (JSE-listed) |
| Mercedes-Benz | Board service (non-executive) | Not disclosed | Prior/other board service |
| Imperial | Board service (non-executive) | Not disclosed | Prior/other board service |
| SA Maritime Authority | Board service (non-executive) | Not disclosed | Sectoral oversight |
| Nkululeko Leadership Consulting | Founder & CEO | 2016–2021 (CEO five years) | Leadership development; boutique consulting firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Walter Sisulu University | Chancellor | Since April 2023 | University leadership appointment |
| Awakened Global | Founder | Since May 2021 | Initiative focused on ending racial and gender inequality |
Board Governance
| Item | Detail |
|---|---|
| Independence | Classified as independent by the Board under Nasdaq Rule 5605(a)(2) |
| Committees | Audit Committee member (designated “audit committee financial expert”); Social & Ethics Committee Chair |
| Committee leadership | Social & Ethics Committee chaired by Ms. Gobodo; Audit Committee chaired by Ekta Singh-Bushell |
| Meeting cadence FY2025 | Board: 6 meetings; Audit Committee: 10 meetings; Social & Ethics Committee: 3 meetings |
| Attendance | Each director attended at least 75% of Board and applicable committee meetings in FY2025 |
| Executive sessions | Non-employee directors meet regularly without management present |
| Risk and related-party oversight | Audit Committee oversees financial reporting, ICFR, and reviews related-party transactions |
| Governance infrastructure | Independent director agreements; director indemnification agreements in place |
Fixed Compensation
| Metric (FY2025) | Amount (USD) |
|---|---|
| Annual fees (cash) | $150,500 |
| Stock awards | $0 |
| Option awards | $0 |
| Other (VAT reimbursements) | $22,474 |
| Total | $172,974 |
| Ownership guideline (directors) | Non-employee directors are not required to own shares |
Notes: Director compensation is cash-based; the proxy table shows no stock or option awards for Ms. Gobodo in FY2025 (stock awards “-”, options “-”) .
Performance Compensation
| Component | Plan/Metric | FY2025 Outcome |
|---|---|---|
| Performance cash bonus | Not applicable to non-employee directors | N/A (none disclosed) |
| PSUs/RSUs | None disclosed for directors | $0 equity awards |
| Options | None disclosed for directors | $0 option awards |
Other Directorships & Interlocks
| Company | Exchange | Role | Status/Notes |
|---|---|---|---|
| Clicks Group Limited | JSE | Non-executive director | Service disclosed; timing not specified (prior/other) |
| PPC Limited | JSE | Non-executive director | Service disclosed; timing not specified (prior/other) |
| Shoprite Holdings Limited | JSE | Non-executive director | Service disclosed; timing not specified (prior/other) |
| Mercedes-Benz; Imperial; SA Maritime Authority | — | Non-executive board roles | Service disclosed; timing not specified (prior/other) |
- Remuneration Committee interlocks and insider participation: Company discloses none for members of the Remuneration Committee (Ms. Gobodo is not a member) .
Expertise & Qualifications
- Chartered Accountant (SA) and designated Audit Committee “financial expert,” bringing deep accounting, audit, and financial oversight capability to Lesaka’s board .
- Extensive governance and risk oversight through service on Audit and Social & Ethics committees; the Audit Committee charter covers related-party review and ERM processes .
- Significant South African market knowledge and leadership background from building SNG and leading a leadership consulting firm .
Equity Ownership
| As of | Beneficial Ownership (shares) | Percent of Outstanding | Notes |
|---|---|---|---|
| October 22, 2025 | — (not listed with an amount) | — | Company had 84,086,399 shares outstanding; Ms. Gobodo not shown with a beneficially owned amount in the table |
| Director ownership guideline | Not required for non-employee directors | — | Company policy exempts non-employee directors from ownership requirements |
Governance Assessment
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Strengths
- Independent director with strong audit credentials; designated “audit committee financial expert,” which supports high-quality financial reporting oversight .
- Active committee engagement: Audit (10 meetings) and chaired Social & Ethics (3 meetings) in FY2025; Board met 6 times; each director attended ≥75% of applicable meetings, indicating baseline engagement .
- Governance controls: Audit Committee explicitly oversees related-party transactions; independent director and indemnification agreements in place, supporting clear role definitions and liability protection .
-
Potential concerns and investor watch items
- Equity alignment: Non-employee directors are not required to own shares; Ms. Gobodo is not listed with any beneficially owned shares as of Oct 22, 2025. All-cash director pay (no equity) may weaken alignment with shareholders. Consider advocating for director equity retainer or guidelines over time .
- Attendance disclosure is only at the “≥75%” threshold for all directors; investors may seek fuller transparency on individual attendance rates given committee leadership responsibilities .
- No specific related-person transactions involving Ms. Gobodo are identified in the proxy; continue to monitor related-party disclosures given Audit Committee’s oversight remit .
RED FLAGS to monitor: absence of required director share ownership and no disclosed beneficial ownership for Ms. Gobodo as of the record date could signal lower pay-for-performance alignment relative to best practice for U.S.-listed companies .
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