People

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

The People Running This Company

Governance grade: B. Two founders own ~43% of the equity and have run this business together for nearly two decades; the LTIP barely dilutes; dividends are real; the board has four credentialed independents on a six-person board. The drag is concentrated control, founder-affiliated related-party transactions with Magnum and Kolesa, an active US securities class action tied to alleged undisclosed Russia exposure, and the foreign-private-issuer exemption that hides individual executive pay.

1. The People Running This Company

This is a two-man company at the top: a co-founder Chairman with a retail/payments background and a Harvard MBA / ex-Baring Vostok co-founder CEO. Both have been in the building since inception, both have nine-figure shareholdings, and both have stayed through the failed 2019 London IPO, the successful 2020 GDR listing, and the 2024 Nasdaq listing. The Management Board adds three operating lieutenants who joined as founding executives in 2007–2008 — average tenure on the senior team is roughly 18 years, an unusual continuity record for emerging-markets fintech.

What matters for trust:

• Lomtadze (CEO) is the operational center of gravity. Baring Vostok originally backed the business and seeded the management team, and Lomtadze emerged as the credible operator. He has been recognized as Forbes/PwC's "best CEO in Kazakhstan" every year from 2017–2022 — a Kazakh accolade, not a global one, but it correlates with the operating record (revenue from $1.5B to $7.8B over five years, 30%+ net margins maintained through a fintech build-out).
• Kim (Chairman) is the higher-risk figure. His parallel control of Magnum (the country's largest grocer) generates the largest set of related-party transactions and was the central allegation in the 2024 securities class action.
• Succession is the unspoken risk. The three deputies are long-tenured but not visibly being groomed in disclosure as CEO successors. There is no named heir apparent. For a business this concentrated in two people, a Lomtadze health/exit event would be a meaningful re-rating risk.

2. What They Get Paid

Aggregate compensation for all directors and executive officers combined in FY2025 was about $1.26 million — roughly $209,000 per person if split evenly across the nine-person D&O group. For a company generating $7.75 billion in revenue and $2.02 billion in net income, that aggregate is a rounding error, and the headline cash pay is genuinely modest by global standards. The real economic incentive is delivered through the Long-Term Incentive Plan (nominal-cost options) and through the founders' ~43% direct equity stake.

Pay assessment. Aggregate D&O compensation is sensible relative to company size — arguably too light at the cash level, which is consistent with the founder-owner economics. The structural problem is what the 20-F does not disclose: as a foreign private issuer, Kaspi.kz reports only the aggregate $1.26m line and gives no per-name breakdown for the CEO, CFO, or any individual director. There is no proxy statement, no Summary Compensation Table, no Pay-vs-Performance disclosure, and no clawback policy disclosure ("Not applicable" under Item 6.F). An outside shareholder cannot verify how the LTIP grants are sized to performance, how much of the $1.26m flows to Lomtadze versus the board, or whether Kim is paid at all as Chairman. That is a real governance gap, not a cosmetic one.

The LTIP itself is well-designed: nominal-cost options with five-year vesting, full forfeiture on termination, and an explicit CEO discretion to cut up to 50% of awards for underperformance. The unvested option overhang is ~0.7% of shares outstanding — essentially zero dilution. Compared to US fintech peers where SBC routinely runs 10–20% of revenue, Kaspi's plan is shareholder-friendly almost to the point of being unusual.

3. Are They Aligned?

This is where the analysis splits cleanly into a green column and an amber column.

Ownership and control

The two co-founders together control 43.4% and could exert effective control with relatively limited additional coordination. The three Guernsey vehicles associated with the original Baring Vostok investment (Fintech Partners, Asia Equity Partners, European Investors) together hold another 23.0% via participation deeds — though Baring entities formally disclaim beneficial ownership. The 20-F itself flags this: a coordinated bloc among founders plus historical PE backers could exceed 65%, which would functionally limit outside-shareholder influence on any contested vote. There is a single class of common shares with one-vote-per-share, which is the good news; no super-voting dual-class structure.

Insider activity

Section 16 filing volume is consistent with an active disposition pattern, not insider buying. Since the Nasdaq IPO (January 2024), the company has filed 21 Form 4s and 16 Form 144s. Recent open-market sales reported in 2026:

Third-party trackers report aggregate insider selling of roughly US$13.6m over the trailing three months and zero insider purchases. That is the textbook pattern for a controlling founder slowly diversifying after a US listing — Kim's sales were 0.07% of his 39.5m-share position — but in a stock that has de-rated since the 2024 short-report event, the optics are not friendly.

Dilution and capital return

Share count has been remarkably flat: 191.8m basic shares in FY2020 → 190.6m in FY2025 (a ~0.6% decrease over five years). The dilutive overhang from outstanding LTIP options is ~0.7% of shares. By any reasonable standard this is a shareholder-friendly equity structure.

Capital return has been generous. Cumulative dividends paid FY2020–FY2024 were roughly $4.28 billion. FY2025 dividends were paused while the company funded the Hepsiburada acquisition in Türkiye, then resumed at about $1.63 per ADS quarterly from the Q4 2025 result. The CEO addressed this directly in the Q4 2025 release: "Following the acquisition of Hepsiburada, we anticipate that we can now balance targeted growth investments and resume dividend distributions." Buybacks have been token (about $42m in FY2025) — Kaspi pays cash, it does not repurchase.

Related-party transactions

This is the live wire. Two relationships dominate, both involving founder-affiliated private companies that transact daily with Kaspi:

The disclosed numbers are small relative to Kaspi's $7.75 billion revenue (Magnum E-comm goods purchases ~$13.1m = 0.17% of revenue). The structural concern is qualitative: every major related-party counterparty is owned or chaired by a Kaspi founder, the Audit Committee approves these under the related-person policy but does so against a related-party policy whose enforcement is opaque to outsiders, and the same fact pattern (related-party transactions plus alleged executive ties) was the substance of the 2024 securities class action filed by Rosen Law and the parallel investigation by Schall Law Firm, which centered on three allegations:

(1) continued business with Russian entities and Russian citizens after the 2022 invasion of Ukraine, exposing the Company to undisclosed sanctions risk; (2) undisclosed related party transactions; (3) certain Company executives have alleged links to "reputed criminals." (Robbins LLP/Levi & Korsinsky complaint summary, January 19 – September 19, 2024 class period.)

These allegations originated in a Culper-style short report and the company has rejected them. Status as of the latest filing date: the class action is ongoing, no judgment has been entered, and there are no announced SEC or DOJ enforcement actions. But the lawsuit is real, the class period is concrete, and the allegations are not boilerplate.

Skin-in-the-game score

9 / 10. Founders own ~$6.5B of stock between them at recent prices, the company has never engineered material dilution, capital is returned aggressively as dividends, the LTIP overhang is sub-1%, and the senior team is the founding team after 18+ years. The single point off is the related-party density and the lack of individual-executive pay disclosure — both of which mean alignment is structurally there but cannot be independently audited at the granular level.

4. Board Quality

The board is six people: two founder-insiders (Kim, Lomtadze) and four independents (Nikvashvili, Gardner, Gutkowski, Prawdzik). All four independents joined in 2019 — meaning the independent slate has now served ~7 years together without refresh, which is a tenure-staleness flag worth watching but not yet acute. Both the Audit Committee and the Compensation, Strategy & Social Committee are 100% independent under Nasdaq rules. The audit-committee chair (Gardner) is a CPA and named SEC "audit committee financial expert."

Board expertise scorecard

What the board does well, and what it doesn't

Strengths: the audit committee has actual accounting depth (Gardner and Nikvashvili are both ex-EY partners and credentialed CPAs in their jurisdictions); the consumer/digital seats (Gutkowski, Prawdzik) bring genuine global tech experience that an Almaty-based founder team would otherwise lack; comp and audit committees are fully independent.

Real weaknesses, not cosmetic ones:

• No new independent director in 7 years. All four independents joined in 2019. Refresh is overdue.
• No US securities-law expert on the board even though the company now has a primary US listing and an active class action.
• No Kazakh banking regulatory veteran. Kaspi is a bank, and the only banking experience comes from management's own track record.
• Comp committee is two-person. Gutkowski plus Prawdzik. Industry best practice is three.
• All-Caucasus / CEE composition. Strong on Eastern European consumer/digital, no Asian or US capital-markets seat.

5. The Verdict

Grade: B. The economic alignment is genuinely strong — two founders with ~43% combined ownership, an LTIP that does not dilute, dividends that have returned over $4B of cash in five years, share count flat for half a decade, a senior team that has stayed together for 18+ years, and an independent audit committee with real accounting credentials.

The grade does not go higher because:

1. An active US securities class action alleges undisclosed Russia exposure and undisclosed related-party transactions. Until it resolves, governance must be discounted.
2. Foreign-private-issuer disclosure hides individual executive compensation entirely. The $1.26m aggregate line is all the reader gets.
3. Related-party density with Magnum (Kim-controlled) and Kolesa (Lomtadze-affiliated, now consolidated via a trust-management agreement) is structural, not optional, and would normally trigger a higher independent-board ratio.
4. Concentrated control — founders plus Baring-affiliated vehicles can effectively control any vote.
5. Stale independent slate. No new independent director appointed since 2019; only four independents in total.

The one thing most likely to move the grade.

• Upgrade catalyst (to A-/A): the Rosen/Schall class action is dismissed at the pleading stage or settled for an immaterial sum, the company voluntarily moves toward US-style proxy disclosure, and one or two new independent directors are added with US capital-markets experience.
• Downgrade catalyst (to C or below): an adverse class-action ruling, an SEC or OFAC enforcement action stemming from the same Russia allegations, or an unexpected dividend cut accompanied by founder selling.