Pool of senior talent to receive more than 1.5m shares in the group.
Picture: Boxer’s website
A total of 181 executive directors and managers of Boxer are due for a payday in November related to its listing on the JSE.
This is under a once-off ‘admission award’ granted as part of the retailer’s long-term incentive plan to “support leadership retention and stability through the transition to a listed environment and the early years as a listed company”.
In its 2026 annual report, the group confirms that the first tranche, being 40% of the award, will vest.
To achieve this for these ‘admission awards’, Boxer needed to attain certain performance conditions that compare its performance in the 2024 financial year (prior to listing) versus FY2026. The following 60% will vest next year.
With the November award, this pool of senior talent from the business will receive 1.511 million shares in the group (subject to their continued employment).
At a current share price of around R79/R80, this award has a total value in excess of R120 million, presuming the share price holds until November.
Conditions
For both this tranche and the next (which is due on 30 November 2027), it has to deliver growth of adjusted trading profit (after leases) – or so-called ‘Atpal’ – of at least CPI a year (average) across the measurement period.
The threshold, which is 40% vesting, is to simply hit this measure.
Achieving a compound annual growth rate (CAGR) of that plus 2% equals 70% vesting, while a CAGR of CPI + 3% equals the “stretch” target which is full vesting.
There is a gatekeeper condition being that the return on invested capital (ROIC) has to best the weighted average cost of capital (WACC) over two years. This was easily surpassed.
It exceeded these hurdles very, very comfortably on listing.
On the gatekeeper condition, Boxer achieved a ROIC of 25.75% versus (on the same basis) a WACC of 12.21%.
Then, on the other measure (profits) it set a two-year annual compound growth rate of 18.15% versus 3.1% of CPI.
The retailer provided no details on how these 181 (or fewer) senior employees will be remunerated.
The next hurdle, in November 2027, requires the same (basic) performance conditions as earlier (which might be considered as ‘different’ given the circumstances). It is unclear why the awards would be on the same terms as earlier.
Top two
Under this first tranche, CEO Marek Masojada and CFO David Wayne received more than 208 000 and over 84 000 shares respectively.
The next tranche, at current prices, will be worth significantly more than currently given that it accounts for a further 60% of the award. These shares will be awarded in November next year, if conditions have been met (it appears they already have been).
Aside from these awards, the two executive directors of Boxer (Masoaja and Wayne) were handed, along with other senior management, “once-off compensation” because they were affected.
In total, the two executive directors were paid more than R6 million.
“These legacy payments were ratified by the Boxer Remuneration Committee and paid in June 2025, including R4.2 million to CEO, Marek Masojada, and R2.2 million to CFO, David Wayne,” according to the annual report.
“These amounts represent once-off legacy settlements, and do not form part of Boxer’s ongoing remuneration framework.”
This article was republished from Moneyweb. Read the original here.
