'Moonshot' award to the CEO
The ‘moonshot’ award is a one-time, performance-based incentive introduced by Prosus in 2024 as part of its revised executive remuneration policy for the CEO.
Designed to motivate the CEO to achieve extraordinary shareholder value creation, the award is contingent upon meeting two stringent performance criteria over a four-year period from 10 July 2024, to 1 July 2028.
Strategic intent
The ‘moonshot’ award is a mechanism to attract and retain top executive talent capable of delivering transformative growth. By setting ambitious performance targets, the company aims to ensure that the award is earned only through exceptional achievement, thereby aligning executive rewards with shareholder interests.
Award structure and performance conditions
The ‘moonshot’ award has a face value of US$100m at the time of grant. To qualify for the award, the CEO must fulfil both of the following conditions:
- Doubling of market capitalisation: The group’s aggregate market capitalisation (being the combined Naspers/Prosus market capitalisation expressed in US$) is doubled or better within a four-year period and that value is maintained for a minimum of one year.
- Relative total shareholder return (TSR): The group’s net value creation over the four-year term measured in US$ in terms of total shareholder returns compared to the TSR peer group1 beats the 50th percentile.
These conditions are designed to ensure that the award is granted only in the event of exceptional company performance, aligning the CEO’s incentives with substantial shareholder returns.
'Moonshot' award calculation
Market capitalisation for the purposes of the moonshot incentive will be based on the free-float (unrestricted) shareholding, and calculated as follows: group market cap = (Prosus issued N shares – treasury shares – Naspers ownership in Prosus) * share price * EUR/US$ FX (Prosus market cap) + (Naspers issued N shares – treasury shares) * share price * ZAR/US$ FX (Naspers market cap):
- This market cap calculation will be adjusted for corporate actions which may create value for shareholders, but theoretically would reduce the market cap. Examples include, but are not limited to: distribution of assets or cash to our shareholders, special dividends, spin-offs to shareholders, plus potentially other distribution events. These values would be added to the value of our aggregate market cap at the time of its final measurement in four years.
- The aim is to ensure that the new value built for our shareholders over four years is measured fairly. Adjustments will be made to achieve this.
- The share buyback programme is a board decision, not in the hands of management only. It will always remain subject to board approval. As previously stated, the intention is to continue with the programme as is running at present.