Incentive payouts outpace guaranteed pay
PwC published its 19th Directors Remuneration and Trends report on October 15, 2026, covering executive and non-executive director compensation from March 1, 2025, through February 28, 2026. The firm cautions that the JSE Top 200 sample changes each year: the results show trends rather than like-for-like increases and provide indicative ranges, not a direct compensation benchmark.
For CEOs, median long-term incentive outcomes jumped 67%, while short-term incentives increased 42%. Guaranteed compensation grew much more slowly, with the median rising 6% to R8.814 million.
Chief financial officers showed a similar pattern. Their median total compensation reached R13.489 million, a 7% increase, as long-term incentive outcomes rose 54% and short-term incentives climbed 39%. Median guaranteed pay increased only 1%, to R5.580 million.
The payouts also varied widely among CEOs. Short-term bonuses at the upper quartile were R16.4 million, compared with a median of R9.2 million. For long-term incentives, the upper-quartile figure was R23.4 million, versus R4 million at the lowest quartile.
PwC linked the higher compensation outcomes to stronger company performance and favorable vesting of incentive awards. Makhosazana Mabaso, a reward partner at PwC, said: "The real story is not simply that executive pay has increased, but what is driving it. The increase has come mainly through incentives, particularly long-term incentives, rather than guaranteed pay."
Mabaso said boards need to keep rewards connected to performance and sustainable value creation while balancing the expectations of executives, employees and shareholders.
Shareholders give pay reports more support
Shareholder backing for remuneration implementation reports reached 89.6% in 2026, up from 83.8% in 2025, PwC found. Only 0.6% of those reports faced opposition from more than half of shareholders, down from 5.4%.
No remuneration policy resolution attracted more than 50% opposition in 2026; 1.2% had done so in 2025. Even so, support remained between 50% and 75% for about 9.6% of policy resolutions and 9.8% of implementation report resolutions.
PwC identified two areas of continuing scrutiny: substantial sign-on awards without performance conditions and large long-term incentive grants that companies had not adequately justified.
Binding votes and broader pay disclosures
Changes to the Companies Act took effect on May 22, 2026, strengthening pay transparency and shareholder accountability. Their reach extends beyond listed businesses to all public companies, including unlisted ones, and every state-owned company.
The rules require shareholders to cast a binding vote on a remuneration policy valid for three years, along with an annual vote on a three-part remuneration report. Companies must disclose their highest- and lowest-paid employees, average and median employee pay, and a wage-gap ratio comparing the top 5% with the bottom 5%.
A "two-strike" provision also places responsibility on remuneration committees. Members must stand for reelection after shareholders reject a remuneration report for the first time. A second failed vote bars them from serving on the committee for two years.
Leila Ebrahimi, a reward partner at PwC, said better pay data enables organizations to "identify patterns, uncover potential gaps and make more informed remuneration decisions".
Some early annual general meetings under the new rules drew substantial opposition, Ebrahimi and Mabaso wrote in a Business Day opinion piece. At Absa's June 2, 2026, meeting, 43% of shareholders opposed the implementation report. Three days later, Old Mutual recorded opposition of about 32% to its remuneration policy and 29% to its implementation report.
The authors noted that the JSE had confirmed compliance with the new Companies Act provisions would satisfy its listing requirements, removing the old nonbinding advisory vote for domestic issuers. Because the new vote is an ordinary resolution, opposition of up to 49% carries no formal consequence.
Executive representation remains limited
Women held 10% of CEO positions and 25% of CFO positions in the companies analyzed. The median guaranteed-pay gap between male and female CEOs was 7% in 2026, while male CFOs received median guaranteed compensation 2% above that of female CFOs.
African, Coloured and Indian/Asian executives together held 18% of CEO roles and 28% of CFO roles, according to PwC.
The board profile differed from the executive ranks. Among the non-executive directors analyzed, 55% were African, Coloured or Indian/Asian and 64% were male. Boards averaged eight non-executive directors, whose average tenure was 5.5 years; 79% were independent and 82% were South African nationals.
Board fees rise with strong shareholder backing
Median fees increased 7.7% for non-executive board members and 6.5% for chairpersons. Proposed annual fees had medians of R1.754 million for chairpersons, R1.509 million for deputy chairpersons, R1.193 million for lead independent directors and R518,000 for board members.
Shareholders approved proposed non-executive director fees with 99.4% support in the 2026 reporting period, compared with 98.1% in the previous period.
