XML 42 R24.htm IDEA: XBRL DOCUMENT
v3.23.2

Stock-Based Compensation | 12 Months Ended
--- | ---
Jun. 30, 2023
Stock-Based Compensation [Abstract] |
Stock-Based Compensation | 17. STOCK-BASED COMPENSATION Amended and Restated Stock Incentive Plan On September 7, 2022, the Company’s Board further amended and restated the Company’s Amended and Restated 2015 Stock Incentive Plan (“2015 Plan”), and on November 16, 2022, the Company’s shareholders approved the Amended and Restated 2022 Stock Incentive Plan (“2022 Plan”). Amendments included: (1) increasing the number of shares available for issuance by 2,500,000 ; (2) extending the term of the plan to September 7, 2032; (3) addressed the treatment of equity awards upon a change in control; (4) clarified that all equity awards will generally have a vesting period of at least one year; (5) included an explicit prohibition on the payment of dividends and dividend equivalents on unvested full value awards; (6) clarified and updated repricing restrictions; (7) included mandatory application of our clawback policy to equity awards under the 2022 Plan; and (8) removed deadwood provisions related to the “performance based compensation” exemption under Section 162(m) of the Internal Revenue Code of 1986, as amended. No evergreen provisions are included in the 2022 Plan. This means that the maximum number of shares issuable under the 2022 Plan is fixed and cannot be increased without shareholder approval, the plan expires by its terms upon a specified date, and no new stock options are awarded automatically upon exercise of an outstanding stock option. Shareholder approval is required for the repricing of awards or the implementation of any award exchange program. The Plan permits Lesaka to grant to its employees, directors and consultants incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, performance-based awards and other awards based on its common stock. The Remuneration Committee of the Company’s Board of Directors (“Remuneration Committee”) administers the Plan. The total number of shares of common stock issuable under the Plan is 13,552,580 . The maximum number of shares for which stock options, stock appreciation rights (other than performance-based awards that are not options) may be granted during a calendar year to any participant is 600,000 shares. Shares covered by awards that expire, terminate or lapse without payment will again be available for the grant of awards under the 2022 Plan, as well as shares that are delivered to us by the holder to pay withholding taxes or as payment for the exercise price of an award, if permitted by the Remuneration Committee. The shares deliverable in connection with awards granted under the 2022 Plan may consist, in whole or in part, of authorized but unissued shares or treasury shares. To account for stock splits, stock dividends, reorganizations, recapitalizations, mergers, consolidations, spin-offs and other corporate events, the 2022 Plan requires the Remuneration Committee to equitably adjust the number and kind of shares of common stock issued or reserved pursuant to the plan or outstanding awards, the maximum number of shares issuable pursuant to awards, the exercise price for awards, and other affected terms of awards to reflect such event. No awards may be granted under the Plan after September 7, 2032, but awards granted on or before such date may extend to later dates. Options General Terms of Awards Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant, with vesting conditioned upon the recipient’s continuous service through the applicable vesting date and expire 10 years after the date of grant. The options generally become exercisable in accordance with a vesting schedule ratably over a period of three years from the date of grant. The Company issues new shares to satisfy stock option award exercises but may also use treasury shares. Valuation Assumptions The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the table below. The estimated expected volatility is generally calculated based on the Company’s 750 -day volatility. The estimated expected life of the option was determined based on the historical behavior of employees who were granted options with similar terms. No stock options were granted during the year ended June 30, 2023. The table below presents the range of assumptions used to value options granted during the years ended June 30, 2022 and 2021: 2022 2021 Expected volatility 50 % 62 % Expected dividends 0 % 0 % Expected life (in years) 3.0 2.8 Risk-free rate 1.61 % 0.19 % 17. STOCK-BASED COMPENSATION (continued) Amended and Restated Stock Incentive Plan (continued) Restricted Stock General Terms of Awards Shares of restricted stock are considered to be participating non-vested equity shares (specifically contingently returnable shares) for the purposes of calculating earnings per share (refer to Note 19) because, as discussed in more detail below, the recipient is obligated to transfer any unvested restricted stock back to the Company for no consideration and these shares of restricted stock are eligible to receive non-forfeitable dividend equivalents at the same rate as common stock. Restricted stock generally vests ratably over a three year period, with vesting conditioned upon the recipient’s continuous service through the applicable vesting date and under certain circumstances, the achievement of certain performance targets, as described below. Recipients are entitled to all rights of a shareholder of the Company except as otherwise provided in the restricted stock agreements. These rights include the right to vote and receive dividends and/or other distributions, however, any or all dividends or other distributions paid related to restricted stock during the period of such restrictions shall be accumulated (without interest) or reinvested in additional shares of common stock, which in either case shall be subject to the same restrictions as the underlying award or such other restrictions as the Remuneration Committee may determine. The restricted stock agreements generally prohibit transfer of any nonvested and forfeitable restricted stock. If a recipient ceases to be a member of the Board of Directors or an employee for any reason, all shares of restricted stock that are not then vested and nonforfeitable will be immediately forfeited and transferred to the Company for no consideration. Forfeited shares of restricted stock are available for future issuances by the Remuneration Committee. The Company issues new shares to satisfy restricted stock awards. Valuation Assumptions The fair value of restricted stock is generally based on the closing price of the Company’s stock quoted on The Nasdaq Global Select Market on the date of grant. Forfeiture of 150,000 shares of restricted stock with Market Conditions awarded in August 2017 In August 2017, the Remuneration Committee approved an award of 210,000 shares of restricted stock to executive officers. The shares of restricted stock awarded to executive officers in August 2017 were subject to a time-based vesting condition and a market condition and would vest in full only on the date, if any, that the following conditions were satisfied: (1) the price of the Company’s common stock must equal or exceed certain agreed VWAP levels (as described below) during a measurement period commencing on the date that it filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and ending on December 31, 2020 and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. If either of these conditions was not satisfied, then none of the shares of restricted stock would vest and they would be forfeited. The $ 23.00 price target represented an approximate 35 % increase, compounded annually, in the price of the Company’s common stock on Nasdaq over the $ 9.38 closing price on August 23, 2017. The VWAP levels and vesting percentages related to such levels were as follows: ● Below $ 15.00 (threshold)— 0 % ● At or above $ 15.00 and below $ 19.00 — 33 % ● At or above $ 19.00 and below $ 23.00 — 66 % ● At or above $ 23.00 — 100 % The 210,000 shares of restricted stock were effectively forward starting knock-in barrier options with multi-strike prices of zero . The fair value of these shares of restricted stock was calculated utilizing a Monte Carlo simulation model which was developed for the purpose of the valuation of these shares. For each simulated share price path, the market share price condition was evaluated to determine whether or not the shares would vest under that simulation. A standard Geometric Brownian motion process was used in the forecasting of the share price instead of a “jump diffusion” model, as the share price volatility was more stable compared to the highly volatile regime of previous years. Therefore, the simulated share price paths capture the idiosyncrasies of the observed Company share price movements. In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. The value of the grant is the average of the discounted vested values. The Company used an expected volatility of 44.0 %, an expected life of approximately three years , a risk-free rate ranging between 1.275 % to 1.657 % and no future dividends in its calculation of the fair value of the restricted stock. The estimated expected volatility was calculated based on the Company’s 30 day VWAP share price using the exponentially weighted moving average of returns. 17. STOCK-BASED COMPENSATION (continued) Amended and Restated Stock Incentive Plan (continued) Restricted Stock (continued) Forfeiture of 150,000 shares of restricted stock with Market Conditions awarded in August 2017(continued) On August 5, 2020, the Company and its then chief executive officer and member of its board of directors, Mr. Herman G. Kotzé, entered into a Separation and Release of Claims Agreement (the “Separation Agreement”). The parties agreed that Mr. Kotzé’s last day of employment with the Company would be September 30, 2020, unless terminated earlier by the Company for cause. Upon separation from the Company, Mr. Kotzé forfeited 150,000 shares of restricted stock that were subject to the market conditions described above because he was no longer an employee of the Company as of the vesting date. The VWAP market conditions were not achieved and all outstanding shares of restricted stock were forfeited on December 31, 2020. Market Conditions - Restricted Stock Granted in September 2018 – all forfeited In September 2018, the Remuneration Committee approved an award of 148,000 shares of restricted stock to executive officers. The 148,000 shares of restricted stock awarded to executive officers in September 2018 are subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the following conditions are satisfied: (1) the price of the Company’s common stock must equal or exceed certain agreed VWAP levels (as described below) during a measurement period commencing on the date that it files its Annual Report on Form 10-K for the fiscal year ended June 30, 2021 and ending on December 31, 2021 and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The $ 23.00 price target represented an approximate 55 % increase, compounded annually, in the price of the Company’s common stock on Nasdaq over the $ 6.20 closing price on September 7, 2018. The VWAP levels and vesting percentages related to such levels are as follows: ● Below $ 15.00 (threshold)— 0 % ● At or above $ 15.00 and below $ 19.00 — 33 % ● At or above $ 19.00 and below $ 23.00 — 66 % ● At or above $ 23.00 — 100 % The fair value of these shares of restricted stock was calculated using a Monte Carlo simulation of a stochastic volatility process. The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of larger than expected moves in the daily time series for the Company’s VWAP price, but also the observation of the strike structure of volatility (i.e. skew and smile) for out-of-the money calls and out-of-the money puts versus at-the-money options for both the Company’s stock and NASDAQ futures. In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. In its calculation of the fair value of the restricted stock, the Company used an average volatility of 37.4 % for the VWAP price, a discounting based on USD overnight indexed swap rates for the grant date, and no future dividends. The average volatility was extracted from the time series for VWAP prices as the standard deviation of log prices for the three years preceding the grant date. The mean reversion of volatility and the volatility of volatility parameters of the stochastic volatility process were extracted by regressing log differences against log levels of volatility from the time series for at-the-money options 30 day volatility quotes, which were available from January 2, 2018 onwards. During the year ended June 30, 2022, an executive officer forfeited 30,000 shares of restricted stock that were subject to the market conditions described above because the performance conditions were not met. During the year ended June 30, 2021, executive officers forfeited 88,000 shares of restricted stock that were subject to the market conditions described above following their separation from the Company. 17. STOCK-BASED COMPENSATION (continued) Amended and Restated Stock Incentive Plan (continued) Restricted Stock (continued) Performance Conditions - Restricted Stock Granted in February 2020 – all forfeited The 454,400 shares of restricted stock awarded to executive officers in February 2020 were subject to time-based and performance-based vesting conditions and vest in full only on the date, if any, that the following conditions are satisfied: (1) the achievement of an agreed return on average net equity per year during a measurement period commencing from July 1, 2021, through June 30, 2023, and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. Net equity is calculated as total equity attributable to the Company’s shareholders plus redeemable common stock, in conformity with GAAP. The net equity as of June 30, 2021, was set as the base year for the measurement period. The average net equity is calculated as the simple average between the opening net equity and closing net equity during each fiscal year within the measurement period. The targeted return per year within the measurement period is derived from GAAP net income attributable to the Company per fiscal year. The performance-based awards vest based on the achievement of the following targeted return on average net equity during the measurement period, of: ● 8 % per year: 50 % vest; ● 14 % per year: 100 % vest. No shares of restricted stock vested at a return on average net equity of less than 8 %. Calculation of the award based on the returns between 8 % and 14 % will be interpolated on a linear basis. The Company’s Remuneration Committee was permitted to use its discretion to adjust any component of the calculation of the award on a fact-by-fact basis, for instance, as the result of an acquisition. During the year ended June 30, 2023, an executive officer forfeited 80,000 shares of restricted stock that were subject to the performance conditions because the performance conditions were not achieved. During the year ended June 30, 2021, executive officers forfeited 374,400 shares of restricted stock that were subject to the performance conditions described following their separation from the Company. Market Conditions - Restricted Stock Granted in May 2021 and July 2021 In May 2021 and July 2021, respectively, the Remuneration Committee approved an award of 158,734 and 58,652 shares of restricted stock to executive officers. These shares of restricted stock awarded to executive officers are subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the following conditions are satisfied: (1) a compounded annual 20 % appreciation in the Company’s stock price over the measurement period commencing on June 30, 2021 through June 30, 2024, and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The Company’s closing stock price on Nasdaq on June 30, 2021, was $ 4.71 . The appreciation levels (times and price) and vesting percentages as of each period ended related to such levels are as follows: ● Prior to the first anniversary of the grant date: 0 % ● Fiscal 2022, stock price as of June 30, 2022 is 1.2 times higher (i.e. $ 5.65 or higher) than $ 4.71 : 33 %; ● Fiscal 2023, stock price as of June 30, 2023 is 1.44 times higher (i.e. $ 6.78 or higher) than $ 4.71 : 67 %; ● Fiscal 2024, stock price as of June 30, 2024 is 1.728 times higher (i.e. $ 8.14 ) than $ 4.71 : 100 %. The fair value of these shares of restricted stock was calculated using a Monte Carlo simulation of a stochastic volatility process. The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of larger than expected moves in the daily time series for the Company’s closing price, but also the observation of the strike structure of volatility (i.e. skew and smile) for out-of-the money calls and out-of-the money puts versus at-the-money options for both the Company’s stock and NASDAQ futures. In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. In its calculation of the fair value of the restricted stock, the Company used an average volatility of 61.6 % for the closing price (for each of the May 2021 and July 2021 awards), a discounting based on USD overnight indexed swap rates for the grant date, and no future dividends. The average volatility was extracted from the time series for closing prices as the standard deviation of log prices for the three years preceding the grant date. The mean reversion of volatility and the volatility of volatility parameters of the stochastic volatility process were extracted by regressing log differences against log levels of volatility from the time series for at-the-money options 30 day volatility quotes, which were available for the three years preceding May 5, 2021 (for the May 2021 awards) and July 1, 2021 (for the July 2021 award). 17. STOCK-BASED COMPENSATION (continued) Amended and Restated Stock Incentive Plan (continued) Restricted Stock (continued) Performance Conditions - Restricted Stock Granted in July 2021 In July 2021, the Remuneration Committee approved an award of 58,652 shares of restricted stock to an executive officer. These shares of restricted stock are subject to a time-based vesting condition and a performance condition and vest in full only on the date, if any, that the following conditions are satisfied: (1) achieving the Company’s three year financial services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. If either of these conditions are not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The fair value of these shares of restricted stock was calculated based on the market price on date of award. Market Conditions - Restricted Stock Granted in December 2022 In December 2022, the Remuneration Committee approved an award of 257,868 shares of restricted stock to executive officers. The 257,868 shares of restricted stock awarded to executive officers are subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the following conditions are satisfied: (1) a compounded annual 10 % appreciation in the Company’s stock price off a base price of $ 4.94 over the measurement period commencing on December 1, 2022 through December 1, 2025, and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The Company’s closing price on December 1, 2022, was $ 4.08 . The appreciation levels (times and price) and vesting percentages as of each period ended are as follows: ● Prior to the first anniversary of the grant date: 0 %; ● Fiscal 2024, stock price as of December 1, 2023 is 1.1 times higher (i.e. $ 5.43 or higher) than $ 4.94 : 33 %; ● Fiscal 2025, stock price as of December 1, 2024 is 1.21 times higher (i.e. $ 5.97 or higher) than $ 4.94 : 67 %; ● Fiscal 2026, stock price as of December 1, 2025 is 1.331 times higher (i.e. $ 6.57 ) than $4.94: 100 %. The fair value of these shares of restricted stock was calculated using a Monte Carlo simulation. In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. In its calculation of the fair value of the restricted stock, the Company used an equally weighted volatility of 50.1 % for the closing price (of $ 4.08 ), a discounting based on U.S. dollar overnight indexed swap rates for the grant date, and no future dividends. The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log prices for the three years preceding the grant date. Restricted Stock Units The Remuneration Committee may approve the grant of other stock-based awards. In April 2022, the Company granted 1,250,486 shares of restricted stock to employees of Connect pursuant to the terms of the acquisition. The award included an equalization mechanism to maintain a return of $ 7.50 per share of restricted stock upon vesting through the issue of restricted stock units. The conversion of restricted stock units to shares cannot exceed 50 % under the terms of the award and therefore no more than 625,243 (or 1,250,486 divided by two) would be issued upon vesting. During the year ended June 30, 2023, 412,487 shares of restricted stock vested, and 206,239 restricted stock units vested, the maximum amount possible, and were converted to shares of common stock. Employees elected for 72,081 shares to be withheld from 164,687 restricted stock units which vested, and which were converted to shares, in order to satisfy the withholding tax liability on the vesting of these shares. These 72,081 shares have been included in our treasury shares. Stock Appreciation Rights The Remuneration Committee may also grant stock appreciation rights, either singly or in tandem with underlying stock options. Stock appreciation rights entitle the holder upon exercise to receive an amount in any combination of cash or shares of common stock (as determined by the Remuneration Committee) equal in value to the excess of the fair market value of the shares covered by the right over the grant price. No stock appreciation rights have been granted. 17. STOCK-BASED COMPENSATION (continued) Stock option and restricted stock activity Options The following table summarizes stock option activity for the years ended June 30, 2023, 2022 and 2021: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($'000) Weighted average grant date fair value ($) Outstanding - July 1, 2020 1,331,651 5.83 7.56 - 2.01 Granted – August 2020 150,000 3.50 3.00 166 1.11 Granted – November 2020 560,000 3.01 10.00 691 1.23 Exercised (17,335) 3.07 - 35 - Forfeited (729,484) 6.65 - 2.24 Outstanding - June 30, 2021 1,294,832 3.93 7.68 1,624 1.45 Granted – February 2022 137,620 4.87 10.00 235 1.71 Exercised (249,521) 3.05 - 470 - Forfeited (256,706) 4.53 - 1.69 Outstanding - June 30, 2022 926,225 4.14 6.60 1,249 1.60 Exercised (158,659) 3.04 - 200 - Forfeited (94,292) 3.99 - 1.81 Outstanding - June 30, 2023 673,274 4.37 5.14 239 1.67 These options have an exercise price range of $ 3.01 to $ 11.23 . No stock options were awarded during the year ended June 30, 2023. The Company awarded 137,620 and 560,000 stock options to employees during the years ended June 30, 2022 and 2021, respectively. On August 5, 2020, the Company granted one of its non- employee directors, Mr. Ali Mazanderani, in his capacity as a consultant to the Company, 150,000 stock options with an exercise price of $ 3.50 . These stock options were subject to the non-employee director’s continuous service through the applicable vesting date, and half of the options vested on each of the first and second anniversaries of the grant date. The stock options expired unexercised on August 5, 2023. During the years ended June 30, 2023, 2022 and 2021, 327,965 , 376,348 and 331,833 stock options became exercisable, respectively. During the year ended June 30, 2023, an employee delivered 23,934 shares of the Company’s common stock to exercise 37,500 stock options with an aggregate strike price of $ 0.1 million. These 23,934 shares of common stock have been included in the Company’s treasury stock. The employee also elected to deliver 6,105 shares of the Company’s common stock to settle income taxes arising upon exercise of the stock options, and these shares have also been included in the Company’s treasury stock. During the years ended June 30, 2023, 2022 and 2021, the Company received approximately $ 0.5 million, $ 0.8 million and $ 0.05 million from the exercise of 158,659 , 249,521 and 17,335 stock options, respectively. During the years ended June 30, 2023, 2022 and 2021, employees forfeited 94,292 , 256,706 , and 729,484 stock options, respectively. The number of forfeitures during the year ended June 30, 2021, increased significantly compared to prior periods as a result of the closure of our IPG operations during the latter half of calendar 2020 and the unrelated (to the IPG closure) resignation of various employees in the first half of calendar 2021. The stock options forfeited had strike prices ranging from $ 3.01 to $ 11.23 . In addition, the Company’s former chief executive officer forfeited 250,034 stock options with strike prices ranging from $ 6.20 to $ 11.23 per share following his separation from the Company during the year ended June 30, 2021. 17. STOCK-BASED COMPENSATION (continued) Stock option and restricted stock activity (continued) Options (continued) The following table presents stock options vested and expected to vest as of June 30, 2023: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Vested and expecting to vest - June 30, 2023 673,274 4.37 5.14 239 These options have an exercise price range of $ 3.01 to $ 11.23 . The following table presents stock options that are exercisable as of June 30, 2023: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Exercisable - June 30, 2023 502,813 4.57 4.25 160 17. STOCK-BASED COMPENSATION (continued) Stock option and restricted stock activity (continued) Restricted stock The following table summarizes restricted stock activity for the years ended June 30, 2023, 2022 and 2021: Number of shares of restricted stock Weighted average grant date fair value ($’000) Non-vested – July 1, 2020 1,115,500 5,354 Granted – May 2021 254,560 1,035 Total vested (311,300) 1,037 Vested – August 2020 (244,500) 812 Vested – September 2020 - accelerated vesting (66,800) 225 Total forfeitures (674,200) 2,690 Forfeitures - employee terminations (644,200) 2,542 Forfeitures – September 2018 awards with market conditions (30,000) 148 Non-vested – June 30, 2021 384,560 1,123 Total granted 2,168,110 11,097 Granted – July 2021 234,608 963 Granted – August 2021 44,986 192 Granted – November and December 2021 326,158 1,766 Granted – December 2021 50,300 269 Granted – February 2022 29,920 146 Granted – March 2022 207,859 1,097 Granted – April 2022 1,250,486 6,540 Granted – May 2022 23,793 124 Total granted and vested - November and December 2021 - - Granted - November and December 2021 71,647 393 Vested - November and December 2021 (71,647) 393 Total vested (61,861) 306 Total forfeitures (105,542) 542 Forfeitures - employee terminations (75,542) 382 Forfeitures – September 2018 awards with market conditions (30,000) 160 Non-vested – June 30, 2022 2,385,267 11,879 Total granted 1,085,981 4,411 Granted – July 2022 32,582 172 Granted – August 2022 179,498 995 Granted - November 2022 150,000 605 Granted - December 2022 430,399 1,862 Granted - January 2023 11,806 57 Granted - June 2023 23,828 124 Granted - December 2022 - performance awards 257,868 596 Total vested (742,464) 3,171 Vested – July 2022 (78,801) 410 Vested – November 2022 (59,833) 250 Vested – December 2022 (7,060) 29 Vested – February 2023 (19,179) 83 Vested – March 2023 (69,286) 326 Vested – April 2023 (418,502) 1,721 Vested – May 2023 (61,861) 217 Vested – June 2023 (27,942) 135 Granted - December 2022 300,000 1,365 Vested - December 2022 (300,000) 1,365 Total forfeitures (114,365) 554 Forfeitures - employee terminations (34,365) 138 Forfeitures – February 2020 award with market condition (80,000) 416 Non-vested – June 30, 2023 2,614,419 11,869 17. STOCK-BASED COMPENSATION (continued) Stock option and restricted stock activity (continued) Restricted stock Awards granted In July 2022, December 2022, January 2023 and June 2023, the Company awarded 32,582 , 430,399 , 11,806 and 23,828 shares of restricted stock, respectively, to employees and an executive officer which have time-based vesting conditions. In December 2022, the Company awarded 257,868 shares of restricted stock to executive officers which contained time and performance-based (market conditions related to share price performance) vesting conditions. The Company also agreed to match, on a one -for-one basis, (1) an employee’s purchase of up to $ 1.0 million worth of the Company’s shares of common stock in open market purchases, and in August 2022, the Company granted 179,498 shares of restricted stock to the employee, and (2) another employee’s purchase of up to 150,000 shares of the Company’s common stock, and in November 2022, the Company granted 150,000 shares of restricted stock to the employee. These shares of restricted stock contain time-based vesting conditions. The Company awarded 300,000 shares to an executive officer on December 31, 2022, which vested on the date of the award. On June 30, 2021, the Company entered into employment agreements with Mr. Chris G.B. Meyer, under which Mr. Meyer was appointed Group Chief Executive Officer of the Company effective July 1, 2021. Mr. Meyer was awarded 117,304 shares of restricted stock on July 1, 2021, which were subject to time-based vesting and vest in full on June 30, 2024, subject to Mr. Meyer’s continued service to the Company through June 30, 2024. In addition, under the terms of Mr. Meyer’s engagement, the Company’s Remuneration Committee also awarded Mr. Meyer 117,304 shares of restricted stock which include performance conditions and which only vest on June 30, 2024 if the performance conditions are met and Mr. Meyer remains employed with the Company through June 30, 2024. Vesting of half of these awards, or 58,652 shares of restricted stock, is subject to the Company achieving its three-year financial services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and the other half is subject to share price growth targets, and only vest if the Company’s share price is $ 8.14 or higher on June 30, 2024. On March 1, 2022, the Company awarded 207,859 shares of restricted stock to executive officers and vesting of these awards is subject to the executive’s continuous service through the applicable vesting date, one third of which vests on each of the first, second and third anniversaries of the grant date. In August 2021, December 2021, February 2022, and May 2022, the Company awarded 44,986 , 50,300 , 29,920 and 23,793 shares of restricted stock, respectively, to employees which have time and performance-based (market conditions related to share price performance) vesting conditions. On April 14, 2022, the Company granted 1,250,486 shares of restricted stock to employees of Connect pursuant to the Sale Agreement. The award includes an equalization mechanism to maintain a return of $ 7.50 per share of restricted stock upon vesting through the issue of restricted stock units. The conversion of restricted stock units to shares cannot exceed 50 % under the terms of the award. Upon joining the Company, each of Messrs. Meyer and Lincoln C. Mali, were entitled to receive an award of shares of restricted stock which were subject to them purchasing an agreed value of shares (“matching awards”) in the market during a prescribed period of time. However, these executives were unable to purchase shares in the market during that period due to a Company-imposed insider- trading restriction placed on them. On November 15, 2021, the Company amended the terms of these awards in order to put the executives into an economically equivalent position, as follows: (i) assume that the executives would have purchased their agreed allocation within their first 30 days post commencement of employment had they not been embargoed; (ii) require the executives to fulfill their agreed allocations within a short period following release of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021; (iii) to the extent that the price per share actually paid is greater than the 30 -day volume-weighted average price (“VWAP”) in their respective first months of employment, award the executives a top-up (“top up awards”) which amounts to the after-tax difference between (a) number of shares purchased at the 30 -day VWAP in their respective first months of employment and (b) number of shares purchased at the actual share price paid. The top-up will be settled as follows: (a) 55 % in shares of the Company’s common stock and (b) 45 %, at the election of the executive, as either shares of the Company’s common stock or cash. The top up awards were not subject to any vesting conditions and vested immediately; and (iv) adjust the initial matching awards to the aggregate number of shares acquired in terms of (ii) and (iii). The matching awards vest ratably over a period of three years commencing on the first anniversary of the grant of the matching awards. The executives acquired shares during November and December 2021, and the Company granted the executives 326,158 matching awards and 71,647 top up awards. In May 2022, the Company amended the terms of these awards to change the vesting dates from when the shares were acquired in November and December 2021 to the anniversary of the executive’s date of joining the Company. The shares continue to vest ratably over three years on the applicable vesting date. 17. STOCK-BASED COMPENSATION (continued) Stock option and restricted stock activity (continued) Restricted stock (continued) Awards granted (continued) Effective January 1, 2022, the Company agreed to grant an advisor shares in lieu of cash for services provided to the Company during a contract term that will expire on December 31, 2022. The contract could have been terminated early if certain agreed events occur, and the contract was mutually terminated in November 2022 as no further services were required. The advisor agreed to receive 6,481 shares of the Company’s common stock per month as payment for services rendered and is not entitled to receive additional shares if the contract is terminated early due to the occurrence of the agreed events. The 6,481 shares granted per month was calculated using an agreed monthly fee of $ 35,000 divided by the Company’s closing market price on January 3, 2022, on the Nasdaq Global Select Market. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears, on a quarterly basis and that the shares may not be transferred until the earlier of December 31, 2022, or the occurrence of the agreed event. During each of the years ended June 30, 2023 and 2022, respectively, the Company recorded a stock-based compensation charge of $ 0.2 million and included the issuance of 32,405 and 38,886 shares of common stock in its issued and outstanding share count. The May 2021 grants comprise 158,734 shares of restricted stock awarded to executive officers that are subject to a market condition (related to share price performance) and time-based vesting, and 95,826 shares of restricted stock awarded to employees, including 77,040 shares of restricted stock awarded to Mr. Mali, our Chief Executive Officer: Southern Africa, that are subject to time- based vesting. The February 2020 grants comprise 113,600 shares of restricted stock awarded to executive officers that are subject to time- based vesting and 454,400 shares of restricted stock awarded to executive officers that are subject to performance and time-based vesting. Awards vested During the years ended June 30, 2023, 2022 and 2021, respectively, 742,464 , 133,508 and 244,500 shares of restricted stock with time-based vesting conditions vested. The fair value of restricted stock which vested during the years ended June 30, 2023, 2022 and 2021, was $ 3.2 million, $ 0.4 million and $ 1.0 million, respectively. In July 2022, 78,801 shares of restricted stock granted to Mr. Meyer vested and he elected for 35,460 shares to be withheld to satisfy the withholding tax liability on the vesting of these shares. In May 2023, 55,599 shares of restricted stock granted to Mr. Mali vested and he elected for 25,020 shares to be withheld to satisfy the withholding tax liability on the vesting of these shares. In addition, in November and December 2022 and February, April, May and June 2023, an aggregate of 434,279 shares of restricted stock granted to employees vested and they elected for 190,394 shares to be withheld to satisfy the withholding tax liability on the vesting of these shares. These 250,974 ( 35,460 plus 20,020 plus 190,394 ) shares have been included in our treasury shares. The 133,508 shares of restricted stock that vested during the year ended June 30, 2022, includes the 71,647 top up awards referred to above and 29,919 shares of restricted stock that vested following the change in vesting date to the anniversary of the executive’s date of joining the Company. In connection with the Company’s former chief executive officer’s separation, the Company agreed to accelerate the vesting of 66,800 shares of restricted stock which were granted in February 2020, and which were subject to time-based vesting. These shares of restricted stock vested on September 30, 2020. Awards forfeited During the year ended June 30, 2023, 80,000 shares of restricted stock were forfeited by an executive officer as the performance condition (related to net asset value targets) was not achieved. During the year ended June 30, 2023, employees forfeited 34,365 shares of restricted stock following their termination of employment with the Company. During the year ended June 30, 2022, 30,000 shares of restricted stock were forfeited by an executive officer as the market condition (related to share price performance) was not achieved and the 75,542 shares of restricted stock were forfeited by employees following termination of their employment. The 644,200 shares of restricted stock that were forfeited during the year ended June 30, 2021, includes 475,200 shares of restricted stock forfeited by the Company’s former chief executive officer upon his separation from the Company. The 30,000 shares were forfeited by an executive officer as the market condition (related to share price performance) was not achieved. 17. STOCK-BASED COMPENSATION (continued) Stock-based compensation charge and unrecognized compensation cost The Company has recorded a net stock compensation charge of $ 7.3 million, $ 3.0 million and $ 0.3 million for the years ended June 30, 2023, 2022 and 2021, respectively, which comprised: Total charge Allocated to IT processing, servicing and support Allocated to selling, general and administration Year ended June 30, 2023 Stock-based compensation charge $ 7,673 $ - $ 7,673 Reversal of stock compensation charge related to stock options and restricted stock forfeited (364) - (364) Total - year ended June 30, 2023 $ 7,309 $ - $ 7,309 Year ended June 30, 2022 Stock-based compensation charge $ 3,082 $ - $ 3,082 Reversal of stock compensation charge related to stock options and restricted stock forfeited (120) - (120) Total - year ended June 30, 2022 $ 2,962 $ - $ 2,962 Year ended June 30, 2021 Stock-based compensation charge $ 1,430 $ - $ 1,430 Reversal of stock compensation charge related to stock options and restricted stock forfeited (1,086) - (1,086) Total - year ended June 30, 2021 $ 344 $ - $ 344 The stock-based compensation charges and reversal have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees. As of June 30, 2023, the total unrecognized compensation cost related to stock options was approximately $ 0.1 million, which the Company expects to recognize over approximately two years . As of June 30, 2023, the total unrecognized compensation cost related to restricted stock awards was approximately $ 6.9 million, which the Company expects to recognize over approximately three years . Tax consequences The Company recorded a deferred tax asset of approximately $ 0.6 million and $ 0.3 million, respectively, for the years ended June 30, 2023 and June 30, 2022. As of June 30, 2023 and 2022, the Company recorded a valuation allowance of approximately $ 0.6 million and $ 0.3 million respectively, related to the deferred tax asset because it does not believe that the stock-based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on date of exercise by the option recipient and the exercise price from income subject to taxation in the United States.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration