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South African executive Dominic Sewela, the chief executive officer of Barloworld, received a cash settlement of R21.8 million ($1.36 million) last year to settle unvested long-term incentive awards that would have accrued had the company remained listed. The payment formed the largest share of R43.5 million ($2.72 million) paid in cash to five senior executives to close out incentive awards following the group’s change of control.
The payouts relate to awards granted under Barloworld’s forfeitable share plan, conditional share plan and cash-settled share appreciation rights scheme. The cash settlements compare with R29.6 million ($1.85 million) paid to the same group of executives as long-term incentives in the 2024 financial year, when the company was still trading as a listed entity.
Barloworld executives cash out awards
Beyond Sewela, several other senior leaders received payments tied to incentive awards that would have vested had Barloworld continued as a listed company. Former finance director Nopasika Lila was paid R6.8 million ($0.42 million). Prescribed officer Emmy Leeka received R6.9 million ($0.43 million). Chris Wierenga, chief executive of Barloworld Consumer Industries, was paid R6.5 million ($0.4 million), while Andronicca Masemola, chief executive of Barloworld Equipment Southern Africa, received R1.4 million ($0.087 million).
Neither of the two executive directors nor any of the three prescribed officers received long-term incentive awards during the 2025 financial year, which ended on Sept. 30. Lila retired as finance director on Nov. 30, 2025, and was succeeded by Relebohile Malahleha. Barloworld said the payments followed the group’s change of control and were handled in line with terms set out in the transaction circular. Under those provisions, outstanding awards were subject to partial accelerated vesting, adjusted for both performance and time served.
Barloworld incentives vest, cash-settled
For conditional share plan awards, deemed vesting percentages were set at 68 percent for 2022, 215 percent for 2023 and 112.5 percent for 2024. For forfeitable share plan awards, deemed vesting was calculated at 30 percent for 2022, 100 percent for 2023 and 65 percent for 2024. The value of the awards was based on a share price of R120 ($7.5) per share.
The first tranche vested in November 2025, while the remaining awards will vest on their original dates and be settled in cash at the same transaction price. The arrangements mean executives and senior managers holding awards under Barloworld’s incentive schemes could still benefit from future cash settlements linked to the transaction terms.
Shareholders question Dominc Sewela-led takeover
Dominic Sewela’s role in the buyout has drawn criticism from some shareholders and investors, who have raised governance concerns tied to his participation in the acquiring consortium. The initial buyout offer failed to secure the required shareholder approval, triggering a standby offer in a transaction valued at R23 billion ($1.44 billion).
Under the consortium structure, Sewela holds a 51 percent interest through a trust and a network of companies, while Saudi-based Zahid Group owns the remaining 49 percent. Zahid began building its stake in Barloworld in 2021 and announced plans to acquire the company outright in December 2024.
