Shareholders apparently disagreed with Mark Godfrey's R9.5 million payout after he retired as Spar CFO at the end of 2024 when they voted again renumeration pay, said IoDSA.
Image: Graphic: Nicola Mawson using SPAR images
The Institute of Directors in South Africa (IoDSA) says SPAR shareholders’ pushback against a payout to the retailer’s outgoing CEO signals growing investor willingness to challenge executive pay.
During SPAR's latest annual general meeting, a substantial 61% of shareholders voted against how executives were paid at the 2025 AGM.
“The dissent… likely stems from a ‘lump sum payment’ of R9.5 million paid to the outgoing CFO who resigned on 31 December 2024,” said Ray Harraway, IoDSA Remuneration Committee Forum member.
Harraway said this “backlash means shareholders are paying attention and legitimately using their voice to show discontent”. Mark Godfrey retired as SPAR CFO at the end of 2024.
The shareholder aggrievance comes as SPAR said in its 2025 annual report for the year to September that it had begun implementing a living wage for employees at its central office and distribution centres.
“We are also proud to confirm that SPAR implemented the first step toward a living wage for our employees in the central office and distribution centres.”
The first phase introduces a living wage of R12,500 per month from January 2026, rising to R15,000 per month in January 2027, both on a cost to company basis.
“This milestone reflects our ongoing commitment to improving overall employee well-being and addressing income inequality in a fair and responsible manner,” it said.
The fair wage forms part of a structured approach to move away from paying the rates as prescribed by the national minimum wage, said SPAR.
Angelo Swartz, who SPAR said resigned on 20 February, earned R16 million via his basic salary and other contributions in 2025, a R44,000 increase year-on-year.
Reeza Isaacs – appointed as CFO on 1 January 2025, earned R12.7 million. Isaacs took over as CEO this month.
According to website Legal Advice, there is a CEO in South Africa who earns more than your entire neighbourhood combined.
“His name is Mike Henry from BHP Billiton, and he tops the list of the highest paid CEOs in South Africa for 2025–2026.
“This is the man who could buy a brand-new luxury car every single day and still be left with change large enough to pay a full year’s salary to dozens of employees,” the website said.
Other CEOs salaries at the top end of the range include Bob van Dijk earning a reported R330 million before leaving Naspers in 2023. Gerrie Fourie earned around R104 million, including short- and long-term incentives, in his final year as Capitec’s CEO.
Harraway says that SPAR's remuneration policy doesn’t seem to cater for exit payments, while the remuneration report also doesn’t explain the rationale for this payment, even though no performance bonus was paid to the outgoing CFO, not even a pro-rated one.
“However, the AGM remuneration vote is currently not legally binding but rather acts as signal to a company when they are unhappy with remuneration,” says Harraway.
Harraway added that “the board can still implement a policy that hasn’t received 75% or more votes in favour by shareholders, but will face reputational and even sustainability risk, especially if repeated over longer periods”.
SPAR has invited dissenting shareholders to submit comments or concerns regarding the remuneration policy and implementation report ahead of a planned virtual engagement with the board.
Harraway says engagement between boards and shareholders can help address disagreements over pay outcomes.
“Sometimes the perception of unfair pay is rooted in poorly communicated remuneration decisions. At other times, shareholder discontent on broader governance or management issues can flow over into their remuneration policy or implementation vote,” said Harraway.
Harraway added that “many such clashes could be avoided if boards engaged better with their shareholders, clearly explained the linkage between executive pay and value creation; and listened better to legitimate shareholder concerns – in short, truly applied King’s recommendations.”
IOL BUSINESS