---
title: "Naspers: executive pay, the moonshot award and investor dissent"
language: en
canonical: https://dossiertwist.com/dossiers/naspers/executive-pay-and-voting-dissent/
as_of: 2026-09-21
keywords: ["Naspers","Prosus","voting control","Nasbel","Keerom","Wheatfields","Takealot","PayU","Media24"]
---

# Naspers: executive pay, the moonshot award and investor dissent

- Jurisdiction: ZA (ZA)
- Company register: 1925/001431/06 (South African company identity disclosures)

**Question.** What was criticised, what was conditional and what did shareholders approve?

**Answer.** Investors and proxy advisers challenged proportionality, independence and workload. The company’s conditions, engagement response and actual voting outcomes belong beside those objections.

## Investor objections, conditional awards and the company’s answer

- Analysis: Before the August 2026 meetings, investors and proxy advisers objected to unequal voting rights, director independence or workload, and the potential size of executive incentives. Storebrand raised proportionality concerns about the CEO’s US$100 million notional moonshot award and other long-term incentives, while explicitly acknowledging that the moonshot had not triggered. ISS questioned Jafta and Sorour’s ties to Naspers and Girotra’s board workload; Glass Lewis criticised Prosus’ pay structure and response to dissent. [s-d74] [s-d117] [s-d302] [s-d315] [s-d320] [s-d360]
  - Qualification: These are attributed governance criticisms, not regulatory findings or proof of a US$100 million payment. Prosus and Naspers have separate voting results. Advisers to investors are not thereby advisers engaged by the company, and asset-manager voting disclosures do not identify a personal beneficial owner of all managed shares.
  - Response: Naspers says its remuneration chair engages investors regularly and that it remains open to dialogue. Its policy makes the moonshot conditional on doubling the combined dollar market value, maintaining that value for a further period and beating median peer shareholder returns. Malus and clawback provisions also apply.
  - Outcome: The 2026 Naspers resolutions passed despite substantial N-class opposition. The company said the discount-linked component of short-term incentives paid zero, while the moonshot remained conditional. These distinctions are retained beside the criticism.

## Passed resolutions and dissent within the N class

- Analysis: The August 2026 AGM illustrates the difference between N-share sentiment and combined voting control. N holders voted 69.87% against the remuneration policy and 66.40% against its implementation report. Both nevertheless passed, with combined support of 91.77% and 92.18% after the A votes. Rachel Jafta’s re-election had 50.12% opposition among N votes but passed with 94.17% combined support. [s-d309] [s-d320] [s-d360]
  - Qualification: These are the separate class and combined voting results disclosed by the company. They are not a claim that the resolutions failed or that most economic ownership necessarily supported them. The 1,000 votes per A share explain why simple share-count comparisons are misleading.
  - Response: The company says no A shareholder controls more than 34% of Naspers. It acknowledges that the holding-company discount had not narrowed as shareholders wanted and says the discount-linked portion of CEO and CFO short-term incentives paid zero for FY26.
  - Outcome: The AGM approved all resolutions. The Prosus dividend was to be passed through to Naspers shareholders, with the exact per-share amount to be announced on 1 December 2026 after further buybacks; it was not yet fixed at the archive cutoff.

## Charter safeguards and company declarations are not blanket clearance

- Analysis: The published Prosus audit charter allocates approval of related-party transactions between US$5 million and US$50 million to the audit committee and larger amounts to the board, with a stated exception for wholly owned Naspers subsidiaries. Smaller transactions are brought to the committee’s attention. The chair of the board cannot be an audit-committee member, and the charter restricts recent executives from chairing it. [s-d23] [s-d53] [s-d73] [s-d74] [s-d120]
  - Qualification: Those rules have the scope of the cited charter; they are not evidence that a particular transaction was approved. A dated SEC statement about no specified convictions or securities-law orders, and the board’s statement that director-integrity checks were completed, are company declarations with defined coverage—not comprehensive independent clearance.
  - Response: The remuneration policy requires engagement and a response to legitimate concerns if opposition reaches 25% of votes exercised. The FY2024 remuneration disclosure also says the group had no personal loans, advances or guarantees to directors at that reporting date.

## Sources

- [s-d74] Company statement source · s-d74
- [s-d117] Company statement source · s-d117
- [s-d302] Media source · s-d302
- [s-d315] Company statement source · s-d315
- [s-d320] Company statement source · s-d320
- [s-d360] Company statement source · s-d360
- [s-d309] Company statement source · s-d309
- [s-d23] Company statement source · s-d23
- [s-d53] Company statement source · s-d53
- [s-d73] Company statement source · s-d73
- [s-d120] Company statement source · s-d120