Naeem Ghauri
About Naeem Ghauri
Co‑founder of NetSol Technologies and current President and Director of Global Sales. Former NetSol CEO (Aug 2001–Oct 2006) and Director (1999–2020). Prior roles include Program Director at Mercedes‑Benz Finance Ltd. overseeing multi‑country technology delivery. Education: Computer Science degree from Brighton University (UK). Age disclosed as 67 in FY2024. Execution highlights include leading the closing of NetSol’s largest contract ($100M+ in Dec 2015) and more recently heading sales for a contract >$35M; he also spearheaded digital/mobility initiatives (OTOZ) from Thailand. Company performance in FY2024 and FY2025 included consistent quarterly revenue growth and returns to profitability, reflecting commercial traction in Transcend Finance/Retail/Marketplace and major wins across APAC, Europe, and the U.S.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NetSol Technologies | Chief Executive Officer | 2001–2006 | Led global strategy; positioned firm for largest contract; cost initiatives and China market leadership |
| NetSol Technologies | Director | 1999–2020 | Board oversight; governance, growth and international expansion |
| Mercedes‑Benz Finance Ltd. | Program Director | 1994–1999 | Supervised 200+ staff across nine European countries; enterprise finance technology delivery |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NetSol Technologies Ltd. (Pakistan) | Chairman | Current | Regional leadership; supports APAC delivery and growth |
| NETSOL (UK) Ltd. | Director | Current | European sales leadership and client acquisition |
| Drivemate Co., Ltd. (Thailand) | Board Member (NetSol representative) | Current | Mobility/ride‑share adjacency; product innovation exposure |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $780,000 (within $920,000 total salary incl. commission) | $815,714 (within $1,045,714 total salary incl. commission) |
| Commission ($) | $140,000 | $230,000 |
| Allowances/Perqs ($) | $0 (FY2024); $47,220 in FY2023 (for context) | Not disclosed/none indicated for FY2025 |
| All Other Compensation ($) | Not disclosed | Not disclosed |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (FY2025) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | $250,000 | Cash (criteria not detailed) |
| Annual Bonus (FY2024) | Not paid | — | — | — | $0 | — |
| Options (FY2025) | Stock Option Award | — | — | — | N/A (value not disclosed) | 50,000 options at $2.15 strike; vested immediately; 1‑year expiration; fully exercised |
CEO bonus framework is explicitly tied to Net revenues (55%) and Income from Operations (45%) with graduated payouts, paid 60% cash/40% stock; no equivalent disclosed framework for Naeem (President).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 472,869 shares |
| Ownership (% of Outstanding) | 3.74% |
| Shares Outstanding (Record Date) | 11,709,543 (Apr 30, 2025) |
| Options Outstanding | None (FY2025 award fully exercised; one‑year expiration) |
| Pledging/Hedging Policy | Company prohibits short sales, options trading, hedging, margin purchases, and pledges; policy also requires newly issued shares cannot be sold for 3 months (ownership alignment). |
| Stock Ownership Guidelines | Guidelines exist to align executive interests with shareholders (specific multiples not disclosed). |
Employment Terms
- President employment agreement details (term, severance, non‑compete) are not disclosed in proxy/CD&A; enumerated severance provisions are provided for CEO, CFO, and Secretary only.
- Equity Plan change‑of‑control: Compensation Committee may accelerate vesting/exercisability and lapse restrictions at its discretion upon certain changes in control.
Performance & Track Record
- Led/closed largest company contract in December 2015 ($100M+). More recent sales leadership for contract >$35M.
- Drove innovation initiatives (OTOZ™, digital/mobility strategy) and APAC presence from Thailand.
- Company operating performance (FY2024): quarterly net revenue growth of 12% (Q1), 23% (Q2), 14% (Q3), and 19% (Q4), with profitability resuming and full‑year revenue target exceeded; continued wins in China, Korea, EU, and U.S.
Compensation Peer Group (Benchmarking context)
- American Software, BSquare, Cass Information Systems, Digital Turbine, Everbridge, Mitek Systems, SPS Commerce—used to benchmark executive pay positioning (mean market approach).
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 91% support at June 13, 2024 meeting; Committee continues to incorporate shareholder alignment and performance linkage in design.
- Shareholder engagement led by CEO/CFO/IR; feedback emphasizes financial performance, subscription/support revenue growth, and U.S. expansion.
Related Party Transactions and Governance
- No related party transactions above threshold since July 1, 2023 beyond ordinary compensation.
- Family relationship noted: Naeem is brother of CEO/Chairman Najeeb Ghauri.
Compensation Structure Analysis
- Shift toward variable pay: FY2025 introduced a $250k cash bonus for Naeem, complementing a higher salary and commission mix; no RSU/PSU grants disclosed for Naeem in FY2024–FY2025.
- Options profile: FY2025 options were immediately vested, short‑dated (1‑year) and fully exercised—no underwater option repricing disclosed; plan prohibits repricing without shareholder approval.
- Governance protections: insider trading policy prohibits hedging/pledging and short‑term trading; stock ownership guidelines in place for alignment.
Investment Implications
- Alignment: 3.74% ownership and commission‑based pay indicate direct linkage to sales execution; policy bans pledging/hedging and restricts short‑term share sales, mitigating misalignment risk.
- Near‑term selling pressure: No outstanding options; FY2025 grant was fully exercised and short‑term by design—insufficient disclosure to infer net share disposition, but lack of ongoing option overhang reduces mechanical selling pressure.
- Equity supply/dilution context: Company proposed increasing authorized shares and adopted a 2025 Equity Incentive Plan with 1.1M share reserve—supports talent retention but introduces potential dilution; relevant more broadly, with no specific Naeem grants disclosed under the plan to date.
- Retention risk: Absence of disclosed severance/change‑of‑control economics for Naeem reduces visibility; his long tenure and leadership of major deals suggest high institutional value, but contract terms are a disclosure gap.