Ousted Naspers boss Bob van Dijk’s R1.5-billion payday

Former Naspers CEO Bob van Dijk has received R1.5 billion in salaries, bonuses, and long-term incentives since he assumed the role of chief executive in April 2014.

On Monday, Naspers and Prosus announced that Van Dijk would be stepping down from his role of CEO effective immediately.

In 2014, Van Dijk took the reins from Koos Bekker, who had served as Naspers CEO from 1997 to 2014 and now serves as non-executive chairman.

Under Bekker’s tenure as CEO, Naspers invested in Tencent Holdings, signalling its evolution into a global internet and entertainment group.

Bekker grew Naspers’ market cap from $1.2 billion to $45 billion, but he earned no salary and received no bonuses or perks as CEO.

Instead, Bekker was compensated purely through stock option grants that vested over time. This strategy paid off handsomely.

According to Forbes’ billionaire list, Bekker is the fourth richest South African, with a net worth of around R39 billion ($2.1 billion).

Koos Bekker, Naspers chair

Van Dijk, in comparison, receives a high base salary, short-term incentives, long-term incentives, a pension, and other benefits.

However, Van Dijk must hold ten times his annual salary in Naspers and Prosus shares.

His total remuneration mainly consists of a 10% base salary, a 10% cash bonus, and 80% long-term incentives.

Naspers’ remuneration methods have been a controversial topic among the company’s shareholders for years.

In 2017, a significant 50% or more Naspers N shareholders appeared to have voted against the company’s controversial remuneration policy.

Nearly 60% also voted against giving directors control of unissued shares, clearly indicating their unhappiness with the board’s performance.

More recently, Van Dijk’s pay had come under fire, with shareholders objecting to how it was tied to the growth and performance of Tencent.

At the company’s annual general meeting in August 2023, 79,40% of Naspers N shareholders voted against the company’s remuneration policy.

Naspers A shareholders, who carry voting rights equivalent to 1,000 N shares per A share, voted in favour of the policy, effectively swinging the vote.

Van Dijk’s Naspers shareholding

As of 31 March 2023, Van Dijk holds 457,306 Naspers N share options – far less than the 1,107,608 he held in 2022.

This is because he sold R1.6 billion in Naspers shares when the company was on a buyback spree last year – a move that was heavily criticised by analysts and shareholders.

Counterpoint Asset Management executive director and portfolio manager Piet Viljoen said, “Directors of Naspers are selling large chunks of shares while the company is in a buyback program. Have they no shame?”

He highlighted that it is never a good sign when executives sell shares when a repurchase programme is ongoing.

He previously said if Naspers’ management was truly concerned about creating shareholder value, they would unbundle their Tencent stake and give investors the full value of their holding.

It would be the easiest and cheapest way to narrow the discount at which Naspers was trading.

It did not happen. Naspers first created Prosus, and when it did not narrow the discount, it started the share repurchasing program.

Curiously, at the end of August 2022, only two months after the buyback announcement was made, Van Dijk went on a Naspers share disposal spree to the value of R1.72 billion.

The Naspers CEO’s selling spree formed part of a R1.99 billion share sale by Naspers directors since the buyback programme was announced.

During this period, not a single Naspers director bought shares in either Naspers or Prosus.

Many investors see this as counter-intuitive and contrary to the narrative of the Naspers and Prosus shares trading at a massive discount.

How much Van Dijk made

Van Dijk’s remuneration since he took office, provided below, illustrates the company’s remuneration strategy.

It should be noted that the LTIs are reported at fair value on the reporting date according to accounting standards.

The actual amount realized can be much larger or smaller depending on the company’s performance and when Van Dijk decides to exercise his options.

Van Dijk’s remuneration

Year Base Salary Pension/Benefits Cash Bonus Long-term Incentives Total Compensation
2015 R9,700,000 R4,300,000 R7,000,000 None Disclosed R21,000,000
2016 R15,000,000 R1,100,000 R8,300,000 None Disclosed R24,400,000
2017 R14,800,000 R1,700,000 R13,000,000 R139,500,000 R169,000,000
2018 R157,000,000 R1,700,000 R12,600,000 R113,900,000 R285,200,000
2019 R18,200,000 R2,200,000 R16,000,000 R150,100,000 R186,500,000
2020 R24,300,000 R2,700,000 R21,000,000 R234,100,000 R282,100,000
2021 R21,300,000 R2,100,000 R20,900,000 R200,400,000 R244,700,000
2022 R21,000,000 R2,000,000 R17,100,000 R182,900,000 R223,000,000
2023 R26,700,000 R2,700,000 R83,500,000 None Disclosed R112,900,000
Total R308,000,000 R20,500,000 R199,400,000 R1,020,900,000 R1,548,800,000

Van Dijk’s share options at the end of every financial year

Year Naspers N share options
2017 284,031
2018 277,333
2019 15,835,000
2020 974,260
2021 1,055,737
2022 1,107,608
2023 457,306

This article was first published by Daily Investor and is republished with permission.

Now read: Naspers and Prosus investments analysed

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Ousted Naspers boss Bob van Dijk’s R1.5-billion payday