NCBA Group will start distributing 21.8 million of its shares, currently worth Sh1.9 billion, to qualifying employees after South Africa’s Nedbank Group acquires a 66 percent stake in the Nairobi Securities Exchange-listed lender.
The shares, which are part of NCBA’s staff compensation package, are held by trustees of the employee share ownership plan (Esop) and have not been granted to workers for more than seven years.
The Esop existed at Commercial Bank of Africa (CBA) and was rolled into NCBA, which emerged in 2019 from the merger of NIC Group and CBA.
“NCBA has established an Esop as part of its long-term employee incentive and retention framework. The board confirms that substantive progress had been made towards the allocation and implementation of the Esop, including the establishment of the Esop Trust and the identification of eligible participants,” NCBA said in a circular to shareholders.
“However, the completion of the Esop allocation and grant process has not been finalised as at the date of this circular [May 4, 2026], primarily due to the timing and sequencing of the proposed transaction, including the need to align with regulatory approvals.”
Staff incentives
The company said no shares had been formally allocated or awarded to employees under the Esop as of the date of the circular. As a result, the shares held in the Esop trust remain unallocated.
“The board remains committed to the implementation of the Esop and to ensuring that the scheme continues to serve its intended purpose of aligning employee and shareholder interests, as well as retaining and incentivising key talent,” the lender said.
“In this regard…the board intends to complete the allocation of Esop awards following the conclusion of the proposed transaction, subject to applicable approvals,” NCBA added.
Nedbank is expected to acquire the controlling stake in NCBA over the next two months.
The allocation and vesting of the Esop shares will not dilute the bank’s existing ownership structure, nor will it affect earnings per share, NCBA said.
Ownership structure
The Esop trust is among NCBA’s top shareholders, holding 21.8 million shares equivalent to a 1.33 percent stake as of February 2026, according to regulatory filings.
The trust previously held a 2.5 percent stake in CBA and emerged with a 1.32 percent stake in NCBA in 2019 following the merger of CBA and NIC.
Share-based compensation schemes are designed to align the interests of employees with those of shareholders. By owning stock in their company, workers are exposed to both the upside and downside of corporate performance and decision-making.
The alignment of interests is weaker, however, when employees receive shares for free or at negligible cost. Most NSE-listed firms compensate employees, including senior managers, in cash.
A few firms also grant shares to top executives for free or at minimal cost, in addition to salaries and bonuses. Safaricom and Equity Group are among the listed companies with stock-based compensation plans.
