Syed Kausar Kazmi

About Syed Kausar Kazmi

Independent director at NetSol Technologies (NTWK) since 2019; age 72. He serves as Audit Committee Chair and is designated the Audit Committee Financial Expert; he is also a member of the Compensation and Nominating & Corporate Governance Committees . Kazmi has 40+ years in banking and is currently Head of Commercial Banking & Business Development at Habib Bank Zurich PLC in London (since 2016); prior roles include Head of Business Development UK & Europe (2012–2016) and CEO UK operations (2009–2012) at Habib Bank AG Zurich. He holds a BSc in Chemical Engineering (1974) from Habib Institute of Technology; awards include the 2018 “Lifetime Achievement Award” (Power 100/Parliamentary Review) and inclusion in the GG2 Power List (2016–2018) .

Past Roles

External Roles

Board Governance

• Board composition and independence: Board has five members with a majority of independent directors; independent members include Mark Caton, Syed Kausar Kazmi, and Michael Francis . Independence standards are codified; Kazmi is identified as independent under Nasdaq rules .
• Committee assignments (FY2024): Audit (Chair: Kazmi), Compensation (Member: Kazmi), Nominating & Corporate Governance (Member: Kazmi). Meetings held FY2024: Audit (5), Compensation (1), Nominating (1) .
• Attendance and engagement: In FY2024, the Board met twice (one in person, one virtual) and acted by unanimous written consent three times; “All Board members were present 100% of the time” at Board and each committee meeting .
• Audit Committee financial expert: Kazmi is designated the Audit Committee financial expert .
• Auditor oversight event: Due to SEC sanctions on prior auditor BF Borgers, the Audit Committee engaged Fortune CPA to re-audit FY2023 and audit FY2024; Fortune also reviewed interim quarters. Audit and tax fees disclosed (Fortune $563,500; BF Borgers $262,500 + $60,000 interim review) .

Fixed Compensation

• Director pay policy: Non-employee directors are compensated at a peer “mean,” informed by a Compensation Resources, Inc. survey; in prior years, chair premia were eliminated as part of COVID-19 actions .
• Pay mix: Independent directors receive 50% cash and 50% in shares. For services through March 31, 2025, the three independent directors were due 16,428 shares subject to approval of the 2025 Plan; if not approved, $39,750 cash in total would be paid instead .

Performance Compensation

• Director equity awards: Independent directors are eligible for stock option or stock award grants upon joining and annually, subject to shareholder approvals; FY2024 compensation reflected share awards of $53,000 for Kazmi. No performance-based metrics for director compensation are disclosed .
• 2025 Plan and equity grants: The 2025 Equity Incentive Plan was approved by shareholders (51.18% “For”); independent directors’ in-kind share compensation (16,428 shares total through March 31, 2025 for three directors) was contingent on Plan approval; otherwise cash of $39,750 total would be paid .

Other Directorships & Interlocks

• Other public company boards: None disclosed for current directors collectively in the skills matrix (0/5 “Other public company board experience”) .
• Compensation Committee interlocks: None; no executive officer of NTWK served on another company’s board/compensation committee with interlocking executives .

Expertise & Qualifications

• Financial expertise: Designated Audit Committee financial expert .
• Industry and leadership: 40+ years in banking; senior leadership in commercial banking and business development across UK/Europe; CEO experience in UK operations .
• Education and recognition: BSc in Chemical Engineering (1974); awards include Power 100 “Lifetime Achievement Award” (2018) and GG2 Power List recognition (2016–2018) .

Equity Ownership

Note: Beneficial ownership table did not disclose pledged shares for directors; company policy prohibits pledging but no specific director pledge disclosures were noted in the proxy .

Governance Assessment

• Signals supporting investor confidence:

  • Independence, role concentration, and expertise: Kazmi is independent, Audit Chair, and designated Audit Committee financial expert; committees staffed exclusively by independent directors .
  • Attendance/engagement: 100% director attendance across Board and committees in FY2024 .
  • Related-party transactions: None above disclosure thresholds since July 1, 2023 .
  • Auditor change oversight: Audit Committee managed transition from BF Borgers (following SEC sanctions) to Fortune CPA, including re-audit of FY2023 and audit of FY2024; scope and fees disclosed .

• Risk indicators and watch items:

  • Shareholder support trend: Kazmi’s director election support declined to 65.72% in 2025 from 90.60% in 2024, a notable deterioration in investor sentiment; peers varied (e.g., Ian Smith 76.74% in 2025) .
  • Equity plan vote: 2025 Equity Incentive Plan passed narrowly (51.18% “For”), signaling shareholder scrutiny of equity compensation and potential dilution .
  • Board experience depth: Skills matrix shows 0/5 for “Other public company board experience” among current directors, which may limit external public board benchmarking perspectives .
  • Compensation structure: Director pay unchanged year over year ($106,000 total; 50/50 cash/equity); absence of chair premia persists post COVID-era reductions—cost-sensitive but may under-incentivize committee leadership workload .

Voting and Shareholder Sentiment (Context)

Notes on Independence, Conflicts, and Policies

• Independence affirmed under Nasdaq rules; independent majority on Board .
• No compensation committee interlocks; no related-party transactions above thresholds since July 1, 2023 .
• Insider trading policy prohibits hedging, options trading, margin purchases, and pledges—a positive alignment policy baseline .

Director Election Status (2025)

• Elected June 24, 2025; Kazmi received 4,727,098 “For” and 2,464,823 “Against” (65.72% For of votes cast for directors) .
• Ian Smith elected in 2025 with 76.74% support; Board remains at five members with majority independent .

RED FLAGS to monitor: sharp decline in director support for Kazmi in 2025; narrow equity plan approval; prior-year auditor sanctions necessitating re-audit (mitigated by Audit Committee’s action but remains a governance focal point) .