Remuneration implementation report
Our implementation report sets out our remuneration outcomes for 2025. We explain how our Remuneration Policy was applied during the year, as well as the linkage between pay and performance in our short-term and long-term rewards. This implementation report is subject to a non-binding advisory vote at the AGM in July 2025.
Executive directors’ remuneration and performance
CEO
Darren Hele (54)
BCom
As per the amendments to the Companies Act, we confirm that the CEO is our highest paid employee.
Share appreciation rights
The final tranche of the 2019 SARS vested in June 2024 but were below the strike price and therefore could not be exercised. The second tranche of the 2020 SARs which were issued at a strike price of R34.96 vested on 1 June 2024 at a 30-day VWAP of R52.29 and were exercised. The 2021 SARS were issued at a 30-day VWAP of R56.66, which was below the strike price and therefore could not be exercised.
Retention shares
The vesting conditions in respect of the retention shares were met in respect of the 2019, 2020, and 2021 retention share grants.
Share options
The share options issues in terms of the 2012 Share Option Scheme lapsed in November 2024.
Group Financial Director
Nelisiwe Shiluvana (45)
CA(SA) with SAICA and ACMA, CGMA with CIMA
The Group Scorecard FY2025 performance outcomes
The Group Scorecard is used to determine STIs and includes financial and non-financial metrics. Our performance outcomes for FY2025 are included below.
LTI vesting in 2025
In June 2024, the 2019, 2020 and 2021 retention and SARs share allocations awarded in terms of the 2015 LTI Share Scheme vested. Both SARS and retention shares are subject to continued employment, while SARs are also subject to performance conditions as required by the rules of the scheme. Read more about the SARs performance conditions here.
Famous Brands purchases the shares on the open market rather than issuing new shares based on feedback received from some shareholders that they would prefer the Company or scheme to purchase shares rather than issue new shares because of the potential dilutionary effect.
SARS awards
Vesting of the SARs awards requires an assessment of the vesting price (30-day VWAP to date of vesting) to determine if it exceeds the strike price and the performance conditions to determine if they have been met. If the vesting price exceeds the strike price and the performance conditions have been met, then the SARS vest and are exercisable.
The final tranche of the 2019 SARS vested on 1 June 2024 but were below the strike price. The second tranche of the 2020 SARs vested on 1 June 2024 at a 30-day VWAP of R52.29 and were exercised. The first tranche of the 2021 SARS vested on 1 June 2024 at 30-day VWAP of R56.66, which was below the strike price.
For the 2020 SARs grants, 87% of the performance conditions were achieved, and therefore, 87% of the 2020 SARs awards vested. The 646 793 2020 SARs grants awarded were exercised and 562 710 shares were purchased and issued to 35 participants at a total value of R8,873,935 (before tax).
Retention shares
The required vesting conditions for the retention share grants for 2019, 2020, and 2021 were met. In June 2024:
- •For the 2019 retention shares awarded, 70 281 shares were issued to 29 participants at a total value of R3 565 355.13.
- •For the 2020 retention shares awarded, 54 191 were issued to 35 participants at a total value of R2 133 145.77.
- •For 2021 retention shares awarded, 39 451 were issued to 44 participants at a total value of R2 001 349.23.
Employee remuneration
In 2025, we paid our employees R1.14 billion in remuneration and incentives (2024: R1.09 billion). The Companies Amendment Act 16 of 2024 requires companies to disclose more details regarding employee remuneration. Although these provisions are not yet in effect, in the interest of transparency, we are disclosing the following employee remuneration statistics.
| R76 316.97 | Total remuneration1 of the employee with the lowest remuneration |
| R391 816.91 | The Group’s average remuneration |
| R259 205.00 | Median remuneration of all employees2 |
| 22 times | Our remuneration gap between the ratio of the top 5% and the lowest 5% of employees |
Non-executive directors’ fees
The Board determines fees to non-executive directors for membership on the Board and its Committees. The Board is of the opinion that such fees are market-related and commensurate with the time and effort required by the directors to undertake their duties. No additional consultancy fees were paid to non-executive directors in 2025.
| Non-executive directors |
2025 (R’000) |
2024 (R’000) |
|---|---|---|
| NJ Adami* | 279 | 625 |
| SL Botha* | 504 | 1 088 |
| CH Boulle (Chairman)** | 1 261 | 1 027 |
| N Halamandaris | 675 | 596 |
| JL Halamandres*** | – | 151 |
| AK Maditse | 869 | 760 |
| B Mathe | 822 | 675 |
| T Mosololi | 704 | 636 |
| WP Mzimba**** | 734 | 240 |
| F Petersen-Cook | 986 | 825 |
| Total | 6 834 | 6 623 |
* Resigned from the Board on 26 July 2024.
** Appointed Chairman on 26 July 2024.
*** Resigned from the Board on 20 July 2023.
**** Appointed to the Board on 1 October 2023.