Steven Heilbron
About Steven Heilbron
Steven Heilbron (age 60) is Lesaka Technologies’ Head of Business Development & Mergers & Acquisitions since January 1, 2023 and a director since 2022; he is a Chartered Accountant (SA) with 30+ years in financial services, including 19 years at Investec where he was global head of private banking and joint CEO of Investec Bank plc . Under Lesaka’s FY2025 “pay versus performance” disclosure, cumulative TSR for a $100 investment moved from $74 (FY2023) to $91 (FY2024) to $87 (FY2025), while Group Adjusted EBITDA progressed from $24.8m (FY2023) to $36.9m (FY2024) to $50.7m (FY2025), highlighting operational improvement despite one-off losses and transaction costs . He led key Lesaka acquisitions including Adumo, Touchsides, Recharger, and the intended acquisition of Bank Zero, aligning his role to inorganic value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investec (South Africa & UK) | Global Head of Private Banking; Joint CEO, Investec Bank plc | 19 years | Led private banking globally; senior executive leadership in banking |
| Cash Connect Management Solutions | CEO; led private consortium acquisition | 2013–2022 | Built and led cash management/payments capabilities prior to Lesaka |
| Lesaka Technologies | Head of Business Development & M&A | 2023–present | Presided over Adumo, Touchsides, Recharger, intended Bank Zero transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No additional public company directorships disclosed for Mr. Heilbron |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 296,682 | 350,000 | 391,667 |
| Salary adjustment commentary | — | — | Base raised 14.3% to $400,000 effective Sept 1, 2024 |
Performance Compensation
| Component | Design | FY2025 Target | FY2025 Actual | Payout ($) |
|---|---|---|---|---|
| Annual Cash Incentive – Quantitative | Weighted metrics | 30% of total incentive; potential 6–36% of base | Achieved 10% (Group Adjusted EBITDA 10%; Merchant EBITDA 0%) | 40,000 |
| Annual Cash Incentive – Qualitative | M&A objectives (45%), integrate Merchant pillar & leadership (20%), culture (5%) | 70% of total incentive; potential 14–84% of base | Awarded 60% of max qualitative | 200,000 |
| Total Annual Cash Incentive | Range | 20–120% of base | Combined quantitative + qualitative | 240,000 |
| FY2025 Quantitative Metrics (Steven) | Weight | Target | Achieved | Notes |
|---|---|---|---|---|
| Group Adjusted EBITDA | 20% | ZAR 950m | 10% (of quantitative portion) | Company-selected measure; non-GAAP definition provided |
| Merchant Segment EBITDA | 10% | ZAR 750m | 0% | Segment measure |
| Total Quantitative Portion | 30% | — | 10% | Maps to $40,000 payout |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 750,000 common shares (<1% of outstanding) |
| Insider Vesting in FY2025 | 225,000 shares vested; realized value $983,250 |
| Option Awards Granted (FY2025 cycle) | 1,000,000 options: 350k@$6.00 (12/31/2024), 250k@$8.00 (12/31/2024), 100k@$8.00 (1/2/2025), 150k@$11.00 (1/2/2025), 150k@$14.00 (1/2/2025); exercisable from 12/31/2026; expire 1/31/2029 |
| Anti-Hedging/Pledging | Hedging prohibited; pledging generally prohibited except rare pre-approved exceptions with demonstrated repayment capacity |
| Ownership Guidelines | Executive Chairman: 4x salary; other executive officers: 2x salary; unvested time-based equity counts; options and performance-conditioned awards do not count |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | At-will; U.S. employment agreement with restrictive covenants |
| Notice Period | Three months for termination under SA contracts; core executives at-will under U.S. arrangements |
| Non-Compete / Restraint of Trade | Restricted from “Restricted Business” in South Africa, Botswana, Namibia, Zambia during the three years ended April 14, 2025; extended by three months under Dec 2022 arrangements |
| Non-Solicit | Prohibits soliciting “Business Employees”; detailed restraint terms apply |
| Severance | No formal severance arrangements; severance only at Remuneration Committee discretion |
| Change-in-Control (CIC) | If awards not assumed/continued/substituted, time-based awards fully vest; performance awards may vest at Committee discretion; cash-out or exercise windows possible; “out-of-the-money” options canceled for no consideration |
| Clawback Policy | Adopted Nov 2023; mandatory recovery of incentive comp tied to financial reporting measures, stock price, TSR on restatement; 3-year lookback; multiple recovery methods; no indemnification allowed |
| Insider Trading Policy | Trading blackouts, preclearance; policy attached to FY2025 10-K |
Board Governance
- Board Service: Director since 2022; executive director (non-independent) .
- Committee Roles: Not listed on Audit, Remuneration, Nominating & Governance, Social & Ethics, or Capital Allocation committees (all committees comprised of independent directors) .
- Board Leadership: Executive Chairman (Ali Mazanderani); Lead Independent Director (Kuben Pillay); independent committee structure .
- Independence: Board concluded six of eleven directors are independent (Ball, Pillay, Sparrow, Singh-Bushell, Gobodo, Naidoo); executives (including Mr. Heilbron) are not independent under Nasdaq rules .
- Attendance: Board held six meetings in FY2025; each director attended ≥75% of Board and committee meetings; seven of eleven attended prior annual meeting .
- Executive Sessions: Non-employee directors generally hold executive sessions at each Board and committee meeting .
Director Compensation (dual-role implications)
- Executives who are directors do not receive separate director compensation; mitigates pay stacking concerns for dual-role directors .
- Dual-role governance: Executive Chairman structure offset by Lead Independent Director, independent committees, and regular executive sessions to maintain oversight .
Multi-Year Compensation Summary (Steven Heilbron)
| Component ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 296,682 | 350,000 | 391,667 |
| Bonus | — | 72,366 | — |
| Stock Awards (RS/PSU fair value) | 2,388,750 | 983,250 | — |
| Option Awards (fair value) | — | — | 842,000 |
| Non-Equity Incentive (cash incentive) | 318,185 | 327,634 | 240,000 |
| Total | 3,003,617 | 1,733,250 | 1,473,667 |
2025 Grants of Plan-Based Awards (Steven)
| Award Type | Grant Date | Committee Action Date | Estimated Future Payouts | Shares/Units | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Annual Cash Incentive (AC) | — | 11/05/2024 | 20%–120% of base (design range) | — | — |
| Stock Options (SO) | 11/05/2024 | 11/05/2024 | — | 1,000,000 | 842,000 |
Outstanding Equity Awards at FY2025 Year-End (Steven)
| Award | Quantity | Vesting/Exercisability | Strike | Expiry |
|---|---|---|---|---|
| Options (aggregate per grants) | 1,000,000 | Exercisable from 12/31/2026 | $6.00–$14.00 | 1/31/2029 |
| Vested RS in FY2025 | 225,000 | Vested | — | — |
Compensation Structure Analysis
- Cash vs Equity Mix: FY2025 shifted toward options (no new RS grants to Steven; 1,000,000 options granted, $842k fair value), whereas FY2024 and FY2023 included substantial stock awards vesting; overall, higher at-risk equity exposure tied to future share price thresholds and option strikes .
- Performance Metrics: Quantitative metrics tied to Group Adjusted EBITDA and Merchant EBITDA; qualitative metrics centered on M&A execution and Merchant integration; payout aligned to mixed achievement, with stronger qualitative recognition (60% of max) than quantitative (10% of quantitative portion) .
- Governance Safeguards: Clawback policy (financial metrics/TSR/stock price), anti-hedging/pledging, independent Remuneration Committee and external compensation advisor (Pay Governance) with no conflicts .
Compensation Peer Group (Benchmarking)
- Peer group used for benchmarking includes Altron, Blue Label Telecoms, Cantaloupe, Capital Appreciation, Cass Information Systems, CSG Systems, Dave, EVERTEC, Everi Holdings, Green Dot, IDT, Medallion Financial, Model N, MoneyLion, PayPoint plc, Repay Holdings, Synchronoss Technologies, Transaction Capital; Pay Governance engaged February 2024 .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval: 97.5% in favor, indicating broad shareholder support for executive compensation program design .
Related Party Transactions / Risk Indicators
- Related party policy and Audit Committee review framework disclosed; no familial relationships; no specific related-party transactions tied to Mr. Heilbron disclosed .
- Section 16(a) compliance issues disclosed for other executives (late Form 4 for Dan Smith and Lincoln Mali), not for Mr. Heilbron .
- Insider Trading Policy in place; no repricing of options without shareholder approval; no options timed around MNPI; no option exercises by NEOs in FY2025 .
Equity Ownership & Beneficial Holders (Context)
| Holder | Shares | % |
|---|---|---|
| Steven Heilbron | 750,000 | <1% |
| Directors & Officers (group) | 2,904,456 | 3.4% |
| VCP | 15,642,598 | 18.6% |
| IFC Investors & related entities | 9,356,028 | 11.1% |
| Apis Growth 13 Ltd | 6,604,062 | 7.9% |
| Goldman Sachs | 4,999,960 | 5.9% |
| Morgan Stanley | 5,211,240 | 6.2% |
Employment Contracts, Severance & CIC Economics
| Topic | Detail |
|---|---|
| Contract Term | At-will; three-month termination provisions in SA contracts; restrictive covenants executed |
| Severance Multiples | None formal; severance only discretionary; no tax gross-ups on CIC severance |
| CIC Vesting | Time-based vesting accelerates if awards not assumed; performance awards may accelerate at Committee discretion; cash-out formula for in-the-money options; out-of-the-money canceled |
| Potential CIC Payout (executives aggregate) | ~$3.5m if all RS vest (illustrative using 6/30/2025 close $4.49); allocation provided among NEOs (Kola ~$1.2m; Heilbron ~$1.3m; Mali ~$1.0m; Smith ~$1.0m) |
Performance & Track Record
- FY2025 strategic actions: Completed Adumo and Recharger acquisitions; announced Bank Zero acquisition (regulatory approval pending); disposed MobiKwik stake (non-core), incurring $59.8m loss, but proceeds reduced debt; one-time transaction-related costs of $16.1m, while Group Adjusted EBITDA rose to $50.7m .
- Pay-for-performance framing: Committee emphasized Group Adjusted EBITDA as core measure given once-offs, aligning with Steven’s M&A-focused role .
Investment Implications
- Alignment: Significant unexercisable option exposure (1,000,000 options, strikes $6–$14) creates strong upside alignment if share price recovers above strikes from 12/31/2026; FY2025 qualitative incentive payout (60% of max) evidences Committee’s weighting toward execution on M&A and Merchant integration .
- Selling Pressure: FY2025 vesting of 225,000 RS ($983k realized) and option exercisability starting 12/31/2026 may introduce episodic selling pressure windows; anti-hedging/pledging and preclearance mitigate adverse trading behaviors .
- Retention Risk: No formal severance; robust restrictive covenants and multi-year vesting/exercisability provide retention hooks; cash incentive design yields payouts even with partial quantitative achievement, which may support retention through business transitions .
- Governance Quality: Dual-role executive director status is offset by Lead Independent Director, fully independent committees, executive sessions, and 97.5% SOP support, reducing independence concerns around pay and oversight .