{"url_path":"/sec/karo/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1828102/0001213900-26-066795-index.html","accession_number":"0001213900-26-066795","cik":"0001828102","ticker":"KARO","issuer_name":"Karooooo Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828102/0001213900-26-066795-index.html","primary_entity_key":"0001828102","primary_entity_name":"Karooooo Ltd."},"word_count":3276,"has_tables":true,"body_markdown":"**Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n** **\n\n**A.****DIRECTORS\nAND SENIOR MANAGEMENT**\n\n** **\n\n**Board of Directors**\n\n** **\n\nThe following table sets forth information regarding the current members\nof our board of directors.\n\n \n\nName \nAge \nPosition\n\nIsaias (Zak) Jose Calisto \n59 \nExecutive Officer and Executive Chairman\n\nHoe Shin Goy \n46 \nExecutive Officer\n\nSiew Koon Lim \n67 \nLead Independent Director\n\nAndrew Leong \n51 \nIndependent Director\n\nKim White \n50 \nIndependent Director\n\n \n\n**Executive Officers**\n\n** **\n\nThe table below sets forth information regarding individuals who serve\nas executive officers.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nIsaias (Zak) Jose Calisto\n \n59\n \nChief Executive Officer\n\nHoe Shin Goy\n \n46\n \nChief Financial Officer\n\nJuan Marais (1)\n \n57\n \nChief Sales Officer\n\n \n\n1.Mr.\nMarais is included above as an executive officer by virtue of his shareholding in Karooooo.\nMr. Marais is the beneficial owner of 3,250,793 shares through One Spire (Pty) Ltd., which\ncorresponds to 10.5% of the outstanding shares of the Company.\n\n \n\n**Senior Management**\n\n** **\n\nThe following table sets forth information regarding members of our\ncurrent senior management team.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nRichard Schubert\n \n52\n \nChief Operating Officer\n\nCarmen Calisto\n \n29\n \nChief Strategy and Marketing Officer\n\nPedro Ventura\n \n38\n \nChief Technology Officer\n\n \n\n85\n\n \n\n \n\nThe following sets forth certain biographical\ninformation with respect to our directors, executive officers and senior management. Unless otherwise stated, the business address for\nour directors, executive officers and senior management is 17 Kallang Junction #06-05/06 Singapore 339274.\n\n \n\n**Isaias (Zak) Jose Calisto** is our\nChief Executive Officer and has been a member of our board of directors since May 2018. He has been the Chief Executive Officer of the\nGroup since its founding in 2001. Before founding the Company, Mr. Calisto was a Member of Vehicle Tracking Services, a company specializing\nin the distribution of telematics services, from 1994 through 2001. Prior to that, Mr. Calisto was a Member of Cell Communications, a\ncompany specializing in the distribution of telecommunication services, from 1994 to 1996. Mr. Calisto also completed an accelerated\ntraining program at Standard Bank, Africa’s largest lender by assets, from 1986 through 1991. Mr. Calisto studied at the University\nof South Africa and University of the Witwatersrand.\n\n \n\n**Hoe Shin Goy** was appointed as Karooooo’s\nCFO on June 30, 2022. Hoe Shin is a registered Chartered Accountant based in Singapore. Hoe Shin joined Ernst & Young LLP in 2004\nand was with the firm until 2009. She has extensive experience in audit, full spectrum finance and Group financial reporting throughout\nthe span of her career. Hoe Shin was the Director of Consolidation and Group Reporting for DFS Group, under the Selective Retailing Maison\nof LVMH*.*\n\n* *\n\n**Siew Koon Ong**(Siew Koon Lim) was\nappointed to our board in July 2021 and is currently Karooooo’s Lead Independent Director and the Chair of the Audit and Risk Committee.\nMrs. Lim holds a Bachelor of Accountancy degree from the National University of Singapore and is a Chartered Accountant and fellow member\nof the Institute of Singapore Chartered Accountants. Mrs. Lim has 37 years of experience in providing audit and business advisory services\nto local companies as well as major public listed companies in a wide range of industries, including banks. She has led initial public\nofferings of companies in the retail and lifestyle, manufacturing, construction and property development industries. Mrs. Lim joined\nErnst & Young LLP (then known as Ernst & Whinney) in April 1982 and was a partner of the firm from July 1998 to June 2019, acting\nas Chief Financial Officer for a period of 3 years with the responsibility for the firm’s financial and management accounts. Mrs.\nLim is also an independent director of Nanofilm Technologies International Limited, which is listed on the Mainboard of the SGX, serving\nas the Lead Independent Director and Chairperson of the Audit and Risk Committee and a member of the Nominating and Remuneration Committee.\nMrs. Lim is also an independent director of Maribank (Singapore) Pte Ltd, one of the four digital banks in Singapore. At Maribank, she\nis the Lead Independent Director and Chairperson of the Audit Committee. She also sits on the Risk Committee and Remuneration and Nominating\nCommittee at Maribank. Mrs Lim is also an independent director of Mapletree Logsitic Trust Management Ltd where she is a member of the\nAudit and Risk Committee. In addition to Mrs. Lim’s global financial expertise and deep understanding of regulatory and technical\ncompliance in a listed environment, we believe her extensive local knowledge and experience qualifies her to serve as a member of the\nBoard.\n\n \n\n**Andrew Leong** has been a member\nof our board of directors since February 2021 and was the co- founder and the Chief Executive Officer of Videre Security Solutions, a\nsoftware company established in 2016, providing data analytics and cybersecurity to Singapore. Mr. Leong started his career in Singapore’s\nIntelligence Agency in 1998 and was head of the cybersecurity division from 1999 until 2005. From 2005 until 2015, Mr. Leong was the\nManaging Director of Chameleon Associates Pte. Ltd., a company specializing in risk mitigation utilizing predictive profiling. Mr. Leong\nholds a Bachelor of Applied Sciences in computer engineering from the Nanyang Technology University, Singapore. We believe that Mr. Leong\nis well qualified to serve as a member of our board of directors given his extensive experience in artificial intelligence and data analytics.\n\n \n\n**Kim White**was appointed to our\nboard on June 25, 2021. Mrs. White served as a member of the board of directors of Cartrack Holdings Limited since 2014. Mrs White also\nserved as Chairman of the Audit and Risk Committee and member of the Remuneration Committee for Cartrack Holdings Limited during this\ntime. Mrs. White started her career at RSM South Africa and then founded KCE Consulting, an audit and advisory firm, in 2001. Mrs. White\ncurrently holds the position of managing director at this firm. Mrs White holds a Bachelor of accounting science degree, an Honours degree\nin Accounting Science, a post-graduate certificate in Advanced taxation, a post-graduate certificate in International taxation, a certified\nfinancial planner diploma and a MBA from Guglielmo Marconi University, Italy. Mrs. White is a registered Chartered Accountant (South\nAfrica). We believe Mrs. White is well qualified to serve as a member of our board of directors given her extensive knowledge, leadership,\nand experience.\n\n \n\n86\n\n \n\n \n\n**Juan Marais** is our Chief Sales\nOfficer. Before joining Cartrack Holdings Limited in this role in 2004, he was the Chief Executive Officer of Advancor (Pty) Ltd., an\ninsurance brokerage, from 2001 to 2004. Prior to that, Mr. Marais was the Chief Executive Officer of Finance Mart (Pty) Ltd., a financial\nservices company, from 1998 to 2001. Mr. Marais began his career in the insurance industry at Broadstreet Financial Advisory Services,\nwhere he was a Managing Member from 1993 to 1998. Mr. Marais holds a Certification in Financial Planning from Milpark Business School.\n\n \n\n**Richard Schubert** is our Chief Operating\nOfficer. Mr. Schubert joined Cartrack Holdings Limited in 2007 and has held this role at Cartrack Holdings Limited since 2017, and prior\nto that, served as Chief Information Officer from 2007 through 2017. Mr. Schubert holds a National Higher Diploma in Electronic Engineering\nfrom the Technikon of the Witwatersrand.\n\n \n\n**Carmen Calisto** joined Cartrack\nHoldings Limited in February 2020 as Group Chief Marketing Officer. Before joining Cartrack Holdings Limited in this role, she was a\nMedia Activation Executive at Essence Global from 2019-2020, a global data and measurement-driven full-service agency. Prior to that,\nMs. Calisto interned as an Actuarial Marketer with the Cartrack Group and an Actuarial Advisor at Ernst & Young. She holds a BSc\n(Honours) in Actuarial Science from Cass Business School and an MSc in Strategic Marketing from Imperial College London.\n\n \n\n**Pedro Ventura** is our Chief Technology\nOfficer. Mr. Ventura joined Cartrack Holdings Limited in 2015 as a senior Software Engineer and he was promoted to Chief Technology Officer\nin November 2020 assuming full responsibility for the strategic and technical direction of Research and Development and our IT infrastructure.\nPrior to joining Cartrack Holdings Limited, Mr. Ventura held various senior roles in technology and software development including being\nthe founder of Internet Business Solutions & Technologies S.A., an Internet based start-up. Mr. Ventura studied Computer Engineering\nat the Instituto Superior Técnico in Lisbon.\n\n \n\n**Family Relationships**\n\n** **\n\nCarmen Calisto is the daughter of Isaias (Zak) Jose Calisto.\n\n \n\n**B.****COMPENSATION**\n\n** **\n\n**Directors and Executive Officer Compensation footnote**\n\n** **\n\nThe following table provides information about\nthe aggregate compensation, including benefits in kind, accrued or paid to our executive officers and directors with respect to the years\nended February 2026 and 2025 for services in all capacities:\n\n \n\n  \nYear ended February 28/29 \n\n  \n2026  \n**2026(2)**  \n**2025(2)** \n\n  \n(U.S.$\n\nthousands (1))  \n(in R thousands) \n\nShort-term employee benefits \n 1,165  \n 18,536  \n 18,285 \n\nPost-employment benefits \n 30  \n 480  \n 456 \n\n  \n 1,195  \n 19,016  \n 18,741 \n\n \n\n(1)For\nconvenience purposes only, amounts in South African rand as at February 28, 2026 have been\ntranslated to U.S. dollars using an exchange rate of ZAR 15.9167 to U.S.$1.00, the exchange\nrate for U.S. dollars as at February 28, 2026 as set forth in the H.10 statistical release\nof the Board of Governors of the Federal Reserve System. These translations should not be\nconsidered representations that any such amounts have been, could have been or could be converted\nat that or any other exchange rate. See “Exchange Rates” for further information\nabout recent fluctuations in exchange rates.\n\n \n\n(2)Aggregate\ninformation disclosed includes directors and executive management given Karooooo’s\nIPO in the United States and the incorporation of international headquarters in Singapore\nwith a centralized management function. The Group CEO and CFO drive the Group’s strategy\nimplementation, operation and direction with focus on sustainability and top and bottom-line\ngrowth. Mr. Marais is included as an executive officer by virtue of his shareholding in Karooooo.\nMr. Marais is the beneficial owner of 3,250,793 shares through One Spire (Pty) Ltd., which\ncorresponds to 10.5% of the outstanding shares of the Company.\n\n \n\n87\n\n \n\n \n\n \n**C.**\n**BOARD PRACTICES**\n\n** **\n\n**Board Composition**\n\n** **\n\nOur board of directors is composed of five members,\nof whom Siew Koon Lim, Andrew Leong and Kim White qualify as “independent” under Nasdaq listing rules. Our constitution provides\nthat our board of directors initially be divided into three classes with staggered terms over a three-year period. Only Class I directors\nwere subject to re- election at the first annual meeting of stockholders held after the Nasdaq listing, with the other classes continuing\nfor the remainder of their respective terms. Our current directors are divided among the three classes as follows:\n\n \n\n●the\nClass I director is Andrew Leong, who was re-elected for a term of three years at the annual\nmeeting of stockholders held on August 29, 2024;\n\n \n\n●the\nClass II directors are Kim White and Siew Koon Lim. Mrs Lim was re-elected for a term of\nthree years at the annual general meeting of stockholders held on 25 July 2025; and\n\n \n\n●the\nClass III directors are Isaias (Zak) Jose Calisto and Hoe Shin Goy, who were both re-elected\nat the AGM held on July 12, 2023, for a term of three years.\n\n \n\nAt each annual meeting of stockholders, upon\nthe expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the\ntime of election and qualification until the third annual meeting following his or her election and until his or her successor is duly\nelected and qualified, in accordance with our amended and restated certificate of incorporation. Any additional directorships resulting\nfrom an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will\nconsist of one-third of our directors.\n\n \n\nThis classification of our board of directors\nmay have the effect of delaying or preventing changes in control of our company. For additional information regarding our board of directors,\nsee Exhibit 2.2 “Description of Ordinary Shares—Election and Reelection of Directors.”\n\n \n\nWe have not entered into service contracts with\nany directors of our company or any of our subsidiaries providing for benefits upon termination of employment.\n\n \n\n**Audit Committee**\n\n** **\n\nThe audit committee, which consists of Siew Koon\nLim, Andrew Leong and Kim White assists the board in overseeing our accounting and financial reporting processes, the audits of our financial\nstatements and business risk analysis. In addition, the audit committee is directly responsible for the appointment, compensation, retention\nand oversight of the work of our independent registered public accounting firm. The audit committee is also responsible for reviewing\nand determining whether to approve certain transactions with related parties. See Item 7.B. “Related Party Transactions—Related\nPerson Transaction Policy.” The board of directors has determined that Siew Koon Lim qualifies as an “audit committee financial\nexpert,” as such term is defined in the rules of the SEC, and that Siew Koon Lim, Andrew Leong and Kim White are independent, as\ndefined under the rules of the SEC and the Nasdaq applicable to foreign private issuers. Siew Koon Lim acts as chairman of our audit\ncommittee.\n\n \n\n**Compensation and Nomination Committee**\n\n** **\n\nThe compensation and nomination committee consists\nof Andrew Leong, Siew Koon Lim and Kim White, who are all independent non-executive directors, and assists the board in identifying and\nnominating candidates for election to the board of directors; reviews and recommends the compensation arrangements for the executive\nmembers of our board of directors and administers any equity compensation plan. Andrew Leong is the appointed director to act as chairman\nof our compensation and nomination committee. Although the CEO and CFO are invitees to the meetings to provide input on management performance\nand to motivate and explain the remuneration of our people and present proposals for general increases and bonuses, they are not members\nof this committee and therefore have no vote.\n\n \n\nThis committee is also charged with evaluating\nindividual director performance, the performance of the sub-committees and the board as a whole, which is done on an annual basis.\n\n \n\n**Duties of Directors and attendance of meetings**\n\n** **\n\nUnder Singapore law, members of the board of\ndirectors of a Singapore company owe certain fiduciary duties towards the company, including a duty to act in good faith in the best\ninterests of the company, a duty to act honestly and to use reasonable diligence in the discharge of the duties of their office. Directors\ngenerally owe fiduciary duties to the company, and not to the company’s individual shareholders. Our shareholders may not have\na direct cause of action against our directors. The company has a right to seek damages if a duty owed by directors is breached.\n\n \n\nThe directors have, without exception, attended all board meetings\nheld during the reporting period.\n\n \n\n88\n\n \n\n \n\n**Foreign Private Issuer and Controlled Company Exemptions**\n\n \n\nIn general, under the Nasdaq corporate governance\nstandards, foreign private issuers, as defined by the rules adopted under the Securities Exchange Act of 1934, as amended (the “Exchange\nAct”), are permitted to follow home country corporate governance practices instead of the corporate governance practices of the\nNasdaq. Accordingly, we follow certain corporate governance practices of our home country, Singapore, in lieu of certain of the corporate\ngovernance requirements of the Nasdaq in respect of the following:\n\n \n\n●the\nrequirement under Section 5605(e)(2) of Nasdaq listing rules that companies must adopt a\nformal written charter or board resolution, as applicable, addressing the nominations process\nand such related matters as may be required under the U.S. federal securities laws;\n\n \n\n●the\nrequirement under Section 5605(d) of Nasdaq listing rules that a compensation committee comprised\nsolely of independent directors governed by a compensation committee charter oversee executive\ncompensation;\n\n \n\n●the\nrequirement under Section 5605(b)(2) of Nasdaq listing rules that the independent directors\nhave regularly scheduled meetings with only the independent directors present;\n\n \n\n●the\nrequirement under Section 5605(c) of Nasdaq listing rules that a quorum must consist of at\nleast 331⁄3 percent of the outstanding shares of a listed company’s common voting\nstock; and\n\n \n\n●the\nrequirement under Section 5610 of Nasdaq listing rules that a company must have adopted one\nor more codes of conduct applicable to all directors, officers and employees, and that such\ncodes are publicly available.\n\n \n\nIn the event we no longer qualify as a foreign\nprivate issuer, we intend to rely on the “controlled company” exemption under the NASDAQ corporate governance rules. A “controlled\ncompany” under the Nasdaq corporate governance rules is a company of which more than 50% of the voting power is held by an individual,\nGroup or another company. Our controlling shareholder and chief executive officer, Zak Calisto, controls a majority of the combined voting\npower of our outstanding ordinary shares, and will be able to nominate a majority of directors for election to our board of directors.\nAccordingly, we would be eligible to, and, in the event we no longer qualify as a foreign private issuer, we intend to, take advantage\nof certain exemptions under the Nasdaq corporate governance rules.\n\n \n\nThe “foreign private issuer” exemption\nand the “controlled company” exemption do not modify the independence requirements for the audit committee, and we comply\nwith the requirements of the Sarbanes-Oxley Act and the Nasdaq rules, which require that our audit committee be composed of at least\nthree directors, all of whom are independent.\n\n \n\nIf at any time we cease to be a “controlled\ncompany” or a “foreign private issuer” under the rules of the Nasdaq and the Exchange Act, as applicable, our board\nof directors will take all action necessary to comply with the NASDAQ corporate governance rules.\n\n \n\nDue to our status as a foreign private issuer\nand our intent to follow certain home country corporate governance practices, our shareholders will not have the same protections afforded\nto shareholders of companies that are subject to all the Nasdaq corporate governance standards. See Exhibit 2.2 “Description of\nOrdinary Shares.”\n\n** **\n\n**D.****EMPLOYEES**\n\n \n\nAs at February 28, 2026, we had 7,395 full-time\nemployees, of which 5,398 are located in South Africa, 309 are located in Africa-Other, 387 are located in Europe, and 1,301 are located\nin Asia-Pacific and Middle East. None of our employees are represented by a labor union or covered by a collective bargaining agreement.\n\n \n\nWe have a team-oriented culture and encourage\ncandor from our employees, which we believe helps us to succeed and drive operational excellence. We also seek to, and have a history\nof, promoting from within our organization as well as hiring top talent from outside of our company to expand our capabilities. We aim\nto hire individuals who share our passion, commitment and entrepreneurial spirit. We are also committed to diversity and inclusion because\nwe believe that diversity leads to better outcomes for our business and enables us to better meet the needs of our customers.\n\n** **\n\n**E.****SHARE\nOWNERSHIP**\n\n** **\n\nFor information regarding the share ownership\nof our directors and executive officers, please refer to Item 6.B. “—Compensation” and Item 7.A. “Major Shareholders\nand Related Party Transactions—Major Shareholders.”\n\n \n\n89\n\n \n\n \n\n**F.****DISCLOSURE\nOF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION**\n\n \n\nPursuant to Rule 10D-1 under the Exchange Act\nand Nasdaq Rule 5608, on November 20, 2023, we adopted a Compensation Recoupment Policy providing that we will recover reasonably promptly\nthe amount of erroneously awarded incentive-based compensation from any “Executive Officer” (as such term is defined in Rule\n10D-1 under the Exchange Act and Nasdaq Rule 5608) in the event that the Company is required to prepare an accounting restatement due\nto our material non-compliance with any financial reporting requirement under the U.S. securities laws, including any required accounting\nrestatement to correct an error in previously issued financial statements that is material to the previously issued financial statements,\nor that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current\nperiod.\n\n \n\nA copy of our Compensation Recoupment Policy is filed as Exhibit 97.1\nhereto.\n\n \n\nAs at financial year ended February 28, 2026, we were not required\nto recoup any compensation awarded under the Compensation Recoupment Policy."}