What on earth were they thinking? Two years on and it’s still nigh impossible to track down a shareholder or analyst who thinks the Prosus remuneration committee’s $100m moonshot for CEO Fabricio Bloisi was anything but an appalling decision.
Even by Prosus’s standard of pointlessly generous pay policies, the moonshot award seemed flakey in 2024 when Bloisi took over from Bob van Dijk. It has only looked flakier since.
To qualify for the $100m, the combined market capitalisation of Naspers/Prosus must double by June 2028 and maintain that value for at least one year. In addition, the total shareholder return must be in the top 50th percentile of the Naspers/Prosus peer group.
This, the committee said, incentivises extraordinary performance and reinforces “the alignment between executive compensation and sustained shareholder returns”.
Only, it doesn’t.
Twelve months ago, through no fault of his own, Bloisi was temptingly on track to bag his bonanza. Today, also through no fault of his own, his “moonshot” looks more like a distant mirage. And here’s the thing: in 2025, the operations over which Bloisi had control performed poorly; in 2026, those operations put in a more impressive showing.
It’s no wonder Protea Capital Management’s Jean Pierre Verster is flabbergasted by the moonshot’s structure. “I can’t make sense of it. Nine months ago it was looking too easy for Bloisi to hit target, now it’s too hard. And that’s because of Tencent’s performance, which Bloisi cannot control.”
Rients Abma, executive director of Eumedion, a Netherlands-based corporate governance forum, tells the FM: “As a general principle, incentives are most effective when there is a credible line of sight between performance and reward.”
There’s no line of sight here, since the biggest factor in Prosus’s performance is what happens at Tencent, the Chinese internet firm in which it holds 28%.
Zwelakhe Mnguni of Benguela Global Fund Managers says the moonshot hinges on a company Bloisi doesn’t control. “Tencent is between 80% and 85% of Prosus’s net asset value. For [Prosus plus Naspers] market capitalisation to double, Tencent has to do most of the work.”
This brings us to the discount — the gaping hole between Prosus and the value of its 28% stake in Tencent.
Mnguni says even if the discount collapses from 38% today to 10%, Tencent still has to rise 66% in Hong Kong to HK$748. “If the discount simply stays where it is, Tencent has to rise about 160% to about HK$1,165, taking its market capitalisation past $1.3-trillion.”
This is an immense task, considering Tencent’s peak, in 2021, was HK$719.23.
It also seems unlikely the discount will narrow to 10%, since $42bn of share buybacks at Prosus and Naspers have failed to achieve anything close to that over the past four years.
Mnguni says this is because the discount is down to the market’s distrust of Prosus’s investment decisions. “I do not think the discount is a mispricing that management should be trying to close, it is a rational price,” he says.
Still, anything can happen by 2028. This year, for example, Tencent’s stock underperformed due to jitters over the fact that the Chinese company doubled its investment in AI.
But as Mnguni says, “Bloisi had no say in the AI investment decision … he is a passenger on the largest position in his portfolio.”
Verster says there’s a 50-50 chance the moonshot will score, but whether it does is largely out of Bloisi’s control.
Driven by winning
But if the Tencent misalignment was the only problem, it might not be too bad. Where it gets “flabbergasting”, as Verster describes it, is the use of market capitalisation, rather than net asset value per share, or share price. The concern here is the impact this target could have on Prosus’s share buyback programme.
Most analysts say the only substantial value created by Prosus in recent years is due to the share buyback programme launched in June 2022. By September 2025, 30% of the Prosus free float had been retired and 28% of Naspers’s. This exercise bumped up Prosus’s net asset value per share by 18% and Naspers’s by 21%.
“Buying your own shares at a 30%-40% discount to a net asset value dominated by a single liquid listed holding is genuinely accretive,” says Mnguni. The group itself calculates that the buybacks have created $35bn value.
So, if you were Bloisi, would you not be tempted to recommend to the board to scale back the buyback, and spend billions on grandiose acquisitions that might, even temporarily, boost market capitalisation?
Of course, it’s unlikely that Bloisi would be disincentivised if the moonshot begins to appear unattainable. Not only will he still be in line for a $57m payout in 2028 from the traditional long-term incentive plan, but Verster reckons Bloisi is entrepreneurial enough not to be driven by money but by winning.
For Mnguni the biggest problem is the lopsided structure, which vests control of Naspers and Prosus in the hands of a few Stellenbosch-based individuals who control the “A” shares. The 164.4-million N shares carry one vote each, while the 961,193 A shares carry 1,000 times the vote.
At the 2025 AGM, roughly 74% of N shareholders voted against the group’s remuneration policy and 71% against the implementation report. But all the “A” shares voted in favour and so it looked as if 90.6% of the shareholders supported the pay policy.
“Accountability requires that a bad decision carries a governance consequence,” Mnguni says. “Capital allocation improves at most companies because it has to: allocate badly enough for long enough and the board changes, or the company is bought.”
The A shares prevent that from happening.