People

Figures converted from Kazakhstani tenge at historical FX rates — see data/company.json.fx_rates. Ratios, margins, and multiples are unitless and unchanged.

The People Running Kaspi.kz

Governance grade B−: two founders own 43% of the company and pay themselves almost nothing, but the chairman runs a major related-party trading partner, the board has not refreshed in seven years, and insiders are persistently selling into a pending Russia-exposure class action.

The People Running This Company

Kaspi is run by the same founding team that bought a privatized Kazakh bank in 2002 and rebuilt it into a super-app. The five-person management board has been together for 17–19 years; four of them hold Harvard Business School degrees (one MBA, three GMP). That continuity is rare in emerging-markets fintech and is the single biggest reason to trust the operating story.

Two facts stand out. First, Lomtadze owns more of Kaspi (22.6%) than chairman/founder Kim (20.8%) — extremely unusual for a CEO who is not the original purchaser. Second, the deputy-chair team has never been refreshed: capital markets, ops, and finance have been run by the same three founders for seventeen years. The succession bench is invisible from public filings.

What They Get Paid

Total cash + equity compensation for all executive officers and the entire board combined was $1.26 million in FY2025 — under $1.3M against $2.06B of net income, or roughly six one-hundredths of one percent of profit. For a company doing $7.8B of revenue and worth $15B+, the pay packet is extraordinary in its restraint.

Because both founders already own more than 20% each, neither participates in the long-term incentive plan — the LTIP exists to retain the engineering and product organisation (303 grantees, 6.06 million ADSs reserved in treasury, 1.32 million unvested). At the AGM in April 2026 the three independent directors (Gardner, Gutkowski, Prawdzik) were granted 8,889 nominal-cost ADS options each, vesting in three equal annual tranches. These are the only board grants of consequence — director cash retainers stay inside the $1.26M total.

Are They Aligned?

This is where the story gets uncomfortable. Founder ownership is real and large, but the founders are selling, the chairman runs a related-party trading partner, the CEO personally owns one of the platforms Kaspi consolidates, and the dividend was zeroed in 2025.

Who owns Kaspi.kz

Three Baring Vostok-affiliated vehicles together hold 23.0% of the company. The fund family — through Schedule 13D/A amendments filed seven times in the trailing twelve months — has been steadily distributing stock. Combined founder + Baring control is north of 66%, so the public free float is effectively a minority stake in a tightly controlled company.

Insider buying vs selling

There are 70+ insider/major-holder filings with the SEC since the January 2024 NASDAQ debut, virtually all of them dispositions: thirty-plus Form 4 sales, fifteen Form 144 notices, ten Schedule 13D/A amendments from the Baring vehicles, and one Form 4 gift transfer (director Prawdzik moving 17,778 ADSs into a family trust on 12 May 2026). In the most recent three months alone, Chairman Kim trimmed roughly 146,000 ADSs for ~$12.3M at prices between $77 and $90. No insider open-market buying is on file.

Dilution

Share count has barely moved — 189.86M (FY2023) → 189.83M (FY2024) → 190.58M (FY2025) — a 0.4% increase over two years, fully attributable to LTIP option exercises out of treasury. There is no stock-based compensation expense on the cash flow statement; the LTIP is funded from treasury ADSs already in the share count. This is one of the cleanest dilution profiles in fintech.

Related-party transactions

The dollar amounts here are tiny next to $7.8B of revenue (Magnum purchases ≈ 0.17% of revenue), but the structures are the issue. The chairman controls Kaspi's largest retail counterpart. The CEO personally owns Kolesa and the company consolidates it via a trust management agreement rather than direct ownership — Kaspi gets the economics for accounting purposes, but legal title sits with Lomtadze. The class action complaint filed in April 2025 cites these undisclosed-RPT structures as part of its theory.

Capital allocation behavior

The 2025 dividend was zeroed — the first skip since at least 2019. After the AGM on 15 April 2026, the board reinstated payments at $1.74 per common share for FY2025 plus a proposed quarterly dividend of $1.74 per ADS, annualising back into the $7 range. The detour was driven by the Hepsiburada acquisition (Türkiye), Humo (Uzbekistan) privatisation, the pending Rabobank A.Ş. deal, and a $600M senior unsecured bond raised in May 2026. The strategic logic is defensible; the optics — skipping payouts the same year insiders accelerated selling — are not.

Skin-in-the-game score: 8 / 10

Lomtadze's $3.4B stake is worth roughly 2,700× his annual compensation; Kim's $3.0B stake is similar. The founders eat what they cook to an unusual degree. The score is held below 10 by (i) accelerating insider sales, (ii) the founders' parallel ownership of Magnum and Kolesa, and (iii) the dividend skip.

Board Quality

Six directors, four formally independent, but the substance is thinner than the box-tick suggests.

The diagnosis:

• Gardner is the only independent director with deep audit + CIS-region operational experience and chairs the audit committee. If he stepped down the financial-oversight bench collapses to one CPA (Nikvashvili) added only two years ago.
• Gutkowski and Prawdzik bring brand and digital-commerce credentials — sensible for a consumer super-app — but neither has bank, credit, or sanctions experience. The compensation, strategy and social committee chaired by Gutkowski reviews strategic moves like Hepsiburada and the bond programme.
• No director was added between 2019 and early 2024; Nikvashvili is the only fresh independent. With M&A into Türkiye, Uzbekistan and a Rabobank deal in flight, the board has not visibly refreshed its sanctions, M&A integration, or Turkish-market expertise.
• The audit committee meets the Nasdaq requirement of three independents, but two of those three (Gutkowski, Prawdzik) lack the financial sophistication typically expected.
• The compensation and nominating committees have two members each — sub-quorum-of-three by Nasdaq norms but permitted under foreign private issuer carve-outs.

The Verdict

Final grade: B−.

Strongest positives. Two founders sit on more than $6 billion of personal stock at the current price and pay themselves less than $1.3M between them and the rest of the senior team. Share count has been essentially static since IPO. The audit committee is chaired by a credible Big Four-trained CPA. The CEO has been in the chair for 19 years and the operating record from a bank takeover to a $2B-net-income super-app is exceptional.

Real concerns.

1. Chairman Kim is also the controlling shareholder of Magnum and the CEO personally owns Kolesa; Kaspi transacts with both, including consolidating Kolesa through a trust structure rather than equity.
2. Persistent, one-way insider selling — 70+ filings in 18 months, zero open-market purchases — including ~$12M of chairman sales in the last quarter into a falling stock.
3. The class action over Russia exposure and undisclosed related-party transactions is still in motion-to-dismiss phase; the alleged "links to reputed criminals" allegation has not been adjudicated.
4. The board has not refreshed in seven years, two of three audit committee members lack deep finance backgrounds, and the disclosed material weakness in internal controls has not been visibly closed out.
5. The 2025 dividend skip while M&A was in flight was strategically defensible but governance-poor in optics.

What would upgrade this to a B+. A clean dismissal of the class action, a visible internal-controls remediation in the next 20-F, one additional independent director with sanctions or banking depth, and a credible succession marker — for example, equity grants to a non-founder operating executive — would each move the grade up.

What would downgrade this to a C. Survival of the class action past motion-to-dismiss, any sanctions action by OFAC, an accelerated SCHEDULE 13D/A exit by Baring Vostok at distressed prices, or quietly increasing related-party flows with Magnum or Kolesa.