Amid rising regulatory pressure, intensifying competition, tax disputes, expensive network expansion obligations, and the race to transform itself into a digital and fintech powerhouse, MTN has quietly introduced a new long-term executive incentive scheme designed to keep its top talent locked in for the long haul.
The telecom’s 2025 Annual Report reveals that the company approved a new “performance share plan” on November 5, 2025, a move that underscores just how strategically important leadership retention has become for Uganda’s largest telecommunications and fintech player.
The decision comes at a time when MTN is navigating one of the most complex periods in its recent corporate history, balancing strong commercial growth with mounting operational, technological, and regulatory demands.
The company’s report repeatedly references the increasingly difficult environment in which it operates.
“Our overarching risk principle remains unchanged; to take calculated and balanced risks within the guardrails of compliance and long-term institutional sustainability,” the company states in its governance disclosures.
The report notes that MTN’s risk teams spent the year proactively managing “regulatory developments, technology stability, political and macroeconomic dynamics, cybersecurity exposures, and key tax matters.”
Against that backdrop, retaining high-performing executives has become critical.
A new long-term incentive strategy
At the heart of the new scheme is a performance-linked reward structure aimed at encouraging senior leaders to remain at MTN for several years while driving long-term shareholder value creation.
The company disclosed that: “MTN’s performance share plan was approved by the board on 5 November 2025.”
Importantly, the structure has been carefully designed to avoid shareholder dilution.
“The plan is exclusively cash settled, and all awards are made by way of a cash payment to the eligible employee. There is no delivery of shares in MTN, and MTN’s share capital structure is unaffected by the plan,” the report explains.
The arrangement effectively gives executives exposure to the company’s long-term performance without issuing additional equity.
MTN further noted that: “Non-executive directors do not participate in the scheme,” to ensure the plan remains focused on management retention while maintaining governance independence at the board level.
Why MTN needs to hold on to talent
MTN’s leadership team is currently steering the business through multiple strategic transitions simultaneously.
Among the biggest is the structural separation of MTN Mobile Money, a process that has already received no-objection approvals from the Capital Markets Authority and the Uganda Securities Exchange, although approvals from Bank of Uganda, Uganda Revenue Authority, and Commissioner for Labour remain pending.
The company warned that: “Prolonged regulatory approvals or emerging compliance conditions could affect execution timelines.”
At the same time, MTN continues to modernize its core telecom infrastructure, expand fintech services, and manage one of the region’s most sophisticated digital ecosystems.
The telecom revealed that it completed “a major modernization of the core network supporting voice and internet services” in late 2025 as part of its wider digitization agenda.
Such transitions require stable leadership and specialized technical expertise.
MTN’s executive management team includes Chief Executive Officer Sylvia Mulinge, Chief Financial Officer Andrew Bugembe, Chief Technology and Information Officer Thomas Motlepa, Chief Marketing Officer Sylvia Elsheikh, and several experienced divisional heads overseeing risk, enterprise business, customer experience, growth, internal audit, and wholesale services.
The annual report also suggests the incentive scheme is intended to retain precisely this cadre of leadership talent.
The bigger remuneration philosophy
MTN says the new scheme is part of a broader compensation strategy built around performance, retention, and competitiveness.
“Our remuneration philosophy is part of an interlinked, holistic and people-oriented approach, aiming to support current and evolving business priorities,” the company says.
“The philosophy aims to attract, motivate, retain, and engage the desired talent,” the telecom says, acknowledging that the regional and global competition for skilled executives has intensified significantly.
“The competitive talent landscape demands a differentiated reward system, capable of competitively matching pay for results, delivered fairly without bias, and flexible yet compliant,” the report states.
The company says compensation is benchmarked against “peers in the industry and within the MTN Group.”
The incentive structure combines annual bonuses, long-term incentives, provident fund contributions, and participation in MTN Group share schemes.
How the share incentive scheme works
The report provides additional insight into how the broader share-linked compensation structures operate.
MTN Group, the parent company, already runs the MTN Group Share Scheme and the MTN Group Share Appreciation Rights Scheme.
The report explains that NSO allocations are granted annually, with 100% vesting after three years and expiring after five years.
The telecom adds that participation depends on “continuous employment with MTN Uganda.”
In practical terms, this means executives are rewarded for staying longer and delivering sustained performance over several years rather than focusing purely on short-term annual targets.
Strong performance despite pressure
The introduction of the long-term incentive scheme comes even as MTN Uganda delivered another year of strong operational and shareholder performance.
The company declared total consolidated dividends of UGX 643.7 billion for 2025, equivalent to UGX 28.75 per share.
This included a final dividend of UGX 184.7 billion, plus two interim dividends worth UGX 223.9 billion and UGX 235.1 billion, respectively.
The payout represents a “94.8% of profit and total comprehensive income for 2025,” which remains well above the company’s minimum dividend payout policy threshold.
Yet even with strong profitability, MTN faced significant financial headwinds.
One of the biggest was a transfer pricing dispute with Uganda Revenue Authority that resulted in a UGX 110.9 billion settlement.
The company acknowledged that the settlement materially reduced earnings.
“Without the impact of the tax settlement, MTN would have achieved underlying profit after growth of 23.1% and an improved profit margin of 21.9%,” the report says.
The telecom also continued battling another tax-related dispute tied to call data record audits, which remains before the Tax Appeals Tribunal.
At the operational level, MTN is also under pressure to meet demanding national telecom coverage obligations.
The company disclosed that while its internal assessments placed network geographical coverage at 86.9% by December 2025, Uganda Communications Commission measurements under a stricter framework produced significantly lower figures.
Governance and leadership stability
Thus, while the new long-term incentive scheme seeks to primarily retain talent, it fits into a wider governance modernization process underway at MTN Uganda.
The board conducted extensive strategy sessions during 2025 to evaluate geopolitical developments, macroeconomic pressures, and emerging business risks.
Meanwhile, the company completed a comprehensive board evaluation exercise conducted by Carol Musyoka Consulting, in which “a detailed remedial action plan designed to enhance the board’s oversight capabilities and governance practices” was produced.
At governance level, MTN maintains a nine-member board comprising two executive directors, three non-executive directors, and four independent non-executive directors.
The company says this structure complies fully with Uganda’s CMA Corporate Governance Regulations 2025.
A battle for talent in East Africa’s digital economy
Ultimately, MTN’s new executive incentive plan reflects a much larger reality unfolding across East Africa’s corporate landscape.
Banks, telecoms, fintechs, and technology companies are increasingly competing for a limited pool of executives capable of navigating digital transformation, regulation, AI integration, cybersecurity, fintech scaling, and capital market scrutiny simultaneously.
For MTN, whose ambitions increasingly stretch far beyond traditional telecom services, leadership continuity may now be as strategically important as spectrum, towers, or market share.
And in a tough operating environment where the company is juggling regulation, taxation, digital transformation, and fintech expansion all at once, keeping its top executives motivated and preventing them from being poached may prove to be one of the most important investments it makes.
