A week before Sygnia shareholders vote on an expanded share incentive scheme, Magda Wierzycka was not playing defence. Responding to a Financial Mail report that cast the plan as an enrichment scheme, she told Alec Hogg it was about holding on to a long-serving executive team and being able to hire a CFO, or a successor CEO, at today's market rates. Then she went further. With 30 days' notice and no restraint of trade, she said a weak vote would leave her asking whether she still wants to work for other shareholders, at a time when she believes stakes in private giants like Anthropic, OpenAI and SpaceX can make her more than Sygnia has in 20 years. She also said the dispute with former partner Andre Crawford-Brunt was settled, previewed a fund giving South African investors access to those companies, and warned that every division at Sygnia would have to be rebuilt for the AI era..Listen here.Edited transcript of the interview.Alec Hogg (00:01) Magda Wierzycka is with us. She's the founder and chief executive of Sygnia. And next Friday is a big day for Sygnia. There is a special meeting at which a share incentive scheme is going to be looked at. It's had plenty of coverage. The Financial Mail, in last week's edition, was pretty scathing of you, Magda. And the feedback we've been getting on that one is that you're greedy. Anyway, that's the way it was positioned. It's a week since the article, a week to go to the big meeting. Have you had much feedback from your major shareholders?Magda Wierzycka (00:42) Thank you for having me. Actually, let's just talk about the share scheme. The share scheme has been in existence since 2019 in exactly the same form. And what we are doing is expanding the scheme to allow us to allocate more share options, and we're increasing the threshold at which we can allocate the shares. And the reason to do that is to incentivise and lock in our executive team. Many of them have been here for 10-plus years. We're celebrating, on the first of November, 20 years in existence at Sygnia. And, you know, I've got an amazing executive team, and they really have been rewarded with very little to date. It's kind of bog-standard options. So one objective is really to take people who have built up this business for all the other shareholders and actually reward them for what they've built, and to give them the incentive and the retention to stay. They've got no restraints of trade to retain them.And then the market pricing has adjusted for senior executives in the financial services industry. We've been looking for a CFO for the past six months, and we are interviewing really good people. But you look at their share option schemes, which we would have to buy out, and we're looking at something like R10 million before we can even hire somebody.So that scheme literally was voted through, with many of the amendments, in May 2025, with no strike options, you know, with all of this. And I think a handful, a minority of shareholders, a minority because our institutional shareholders have already voted yes, suddenly took umbrage at the fact that we want to expand the number of share options and lift the ceiling. Really, it's a commercial decision and there should be nothing controversial about it.Alec Hogg (02:58) But the story that is being put out there is that it's you. You want to increase your shareholding.Magda Wierzycka (03:05) And I'm not going to deny the fact, and I'll explain why. I have 30 days' notice and I have no restraint of trade whatsoever. And I've always been considered as, well, she's got so much skin in the game, she can never walk away. And this isn't my decision, by the way.In terms of direct shareholding in Sygnia, I currently have 12% in my own name, and the family trust, where [my children] are beneficiaries, has 30%. But there are so many amazing opportunities, and there's a fund I'm going to be launching which involves Anthropic and OpenAI and very innovative thinking, provided I can get regulators over the line. That business venture, I believe, has unlimited potential. But I can do that within the Sygnia umbrella, or I can do it on my own.And so the board of directors, and it really wasn't me, I'm not driving this, looked at this and said: you're a shareholder. But if you think of a shareholder, even if I take the trust into account, I work for other people. 57% of me works for other shareholders. And it's not only about me. If you look at an average CEO in this market, and I think people need to divorce the issue of shareholding from the issue of keeping me as a CEO, I'm basically working for free for multiple shareholders. So that's one.And then we've never had a share option scheme, in terms of structure, for a CEO. So let's assume I fall under a bus tomorrow. Whatever happens, it's not that I resigned, but I fall under a bus. We don't have a share option scheme that would attract a new entrant, a new CEO. We have nothing. Nothing. So what would happen is that the existing shareholders, to appoint a new CEO, when you've seen some of these salaries in the market, would at that stage need to put in a scheme which would hit the financials of the company right there and then.Magda Wierzycka (05:23) So yes, and I'm not denying for a second, and neither is the board, that I would benefit from that scheme as a CEO. But it's also thinking long term and saying, OK, something happens to me: I'm pursuing a venture or I fall under a bus. We've got nothing in place to reward a new CEO, because our standard share option schemes just don't allow for it. So it really should not be controversial.With proper explanations, we thought we'd provided a sufficient amount of disclosure in the circular, based on the advice of lawyers. I mean, we don't make this stuff up. And we basically said, if shareholders have questions, they must ask. It's a 75% vote. They can phone now, and some have, and they can come to the shareholder meeting electronically and ask more questions before they decide how to vote. So, you know, I'm surprised.Alec Hogg (06:48) How are the votes stacking up right now? Given, again, the Financial Mail's numbers, and please confirm whether they're right or not, they say you've got 43% and Simon, your ex-husband, has got 17%. So you would have 60% in the bag already, which would kind of get it across the line, because not everybody does vote. But are those numbers right?Magda Wierzycka (07:09) Those numbers are correct. And interestingly, in terms of the 17% that my ex-husband holds, when I sent him the circular, he sent me a very lengthy email, very lengthy, saying that he fully assumes the share option scheme has also been designed for me as a CEO, and that he is, I can't read you the email, but that he's completely supportive of me being rewarded for being a CEO.Other institutional shareholders with more significant shareholdings have also spoken to me about it. And they said to me, as long as the executive team is properly incentivised and retained, they've got no issue with the scheme.Alec Hogg (08:04) So what happens if the unusual happens and it's a very, very close call? Because you need 75, is that correct? 75%?Magda Wierzycka (08:12) We need 75. We need 75.Alec Hogg (08:14) How would you look at it if, let's just say, it's either a close call or more than 25% of the shareholders vote against the scheme? What would you do then?Magda Wierzycka (08:26) OK. It's a personal question, because it's kind of a personal vote in many ways. I'll give you my old story. My old story is, when I left Coronation, I was 31 years old. When I resigned, there was a lot of emotion. I was driving home in the car and I said to myself: I will never, ever work for anyone else again. Ever.And that has served me very well through my career. And then Sygnia listed, and obviously we brought in external shareholders, and that was already kind of, OK, I'll live with that. But if I look at it now, and I think about my benefit from the trust and from my direct shareholding, obviously not from the 17, I kind of go: well, I'm finding myself in a position, and that's a personal thing, by the way, where I'm working for other people again. And that is what I swore to myself at the age of 31 I would not do ever, ever again.It's a personal thing. People look at it and say, well, you've got skin in the game, interests are aligned, so why do we have to worry? Well, do worry. And it's not a threat. I'm just putting it out there, and that's why I'm explaining. I will have to look at it and go, well, do I want to? Whether it's a vote of confidence in the decision-making I'm making or not, I have to look at it very carefully. I obviously will have to look at the percentage of votes. And then I have to consider, and it's not a threat, I just don't want it to come across as if I'm resigning the next day. But I now have to think about it long and hard, which is why the board is doing what they're doing. No restraint of trade, nothing stopping me launching a competing business, none. And a 30-day termination notice. So I now have to think about it and ask: does it work for me psychologically or doesn't it?Alec Hogg (10:49) Magda, you operate on a global basis. One of your closest friends, I remember you told me during a conversation, is Roelof Botha, the head of, or I don't know if he's stepped down, but anyway, very involved in Sequoia.Magda Wierzycka Yeah.Alec Hogg You're plugged in. You're plugged into maybe the way the world works, rather than the way that South Africa works. Is this part of the issue here, perhaps, that you're thinking in a different way to what people might be doing in South Africa generally?Magda Wierzycka (11:20) A brilliant question, because the answer, perversely, is yes. I was in London for eight years. I got exposed to the world. I was a nobody, let's be honest, in London, but I met a whole lot of interesting people. I saw how large the world is, and I also saw the world of innovation. And I was involved in this venture capital fund, so obviously I saw at the coalface what's happening.And I come back to South Africa, and I have to be honest, it's small. It's much smaller. So, my new venture, and I will talk about it publicly within the next couple of weeks. There was a very specific reason we haven't: it's a capacity issue. I want to launch quite an innovative thing. It will start as just a fund, and already we have investors in it. It's just that capacity is limited. I am going to expand it. So it's just a portfolio at the moment, but I want to do a lot more with it. I want to [list] it on the JSE. I've got quite a lot of strategic plans around it.And it's a portfolio, an offshore fund, that invests in shares that I think are not really available to the average South African investor. So if I said to you: Anthropic. Anthropic went up from a valuation of 80 billion 18 months ago to 400 billion in February this year, when we invested. By May, it was valued at 960 billion. I got an offer last week to sell what we bought at 1.4 trillion. I said no. And the company is about to list at, hopefully, 2 trillion.So there's Anthropic, obviously. We looked at SpaceX. And there's a lot of negotiation in trying to find these shares. It's not "can we go off and buy Anthropic?" No, you can't, is the answer, unless you've got that global connectivity. SpaceX, before it listed. OpenAI. And, realistically, we're hoping for early next year, ByteDance. Getting hold of shares in those companies, that is a deal. Every single one is not an investment transaction, it's a corporate transaction.Magda Wierzycka (13:45) And so this is the idea, and that's because I got exposed to the wider world, the wider world of what is accessible in late-growth venture. I don't want anyone stuck in any fund for 10 years. I've learned my lessons. As I said to myself, if I wanted to invest in Anthropic in a venture fund, and I'm disclosing my age, but locked in for 10 years, I'm 67 when I get access to value.So I'm hoping to bring, and we already have brought, those ideas to South Africa, and offer them to South African investors. There's some legal structuring, which I think no one has done yet, which I think will make it a lot more attractive. So yes, if you ask me, have I? Yes, is the answer. But a very good question.Alec Hogg (14:44) But then, or maybe you need to unpack this for us, your relationship with Andre Crawford-Brunt. You were partners. He's now threatening an urgent interdict against the circular if it isn't withdrawn. What's the story there?Magda Wierzycka (14:56) Yeah. So that's not happening. Yeah, that's not happening. We were partners for eight years, nine years, in the UK in a venture capital firm. And it really wasn't anything more complicated. I wish there was some big story around it, but I came back to South Africa, and it is for tax reasons. We were jointly running the business, he's in the UK, and I basically sold my stake in Braavos and came up with a new idea for the South African market. And by the way, he's not launching interdicts. That's not on the table.But when I came back, it's the fact that I wanted to launch this new venture under the umbrella of Sygnia. Because I said, I've sold my stake in Braavos, I want to launch this big idea under the umbrella of Sygnia. And he felt that I should be launching that venture under the umbrella of Braavos in the UK. And I basically said, look, I can't work in the UK. I've moved back to South Africa. I cannot work in the UK, for tax reasons.And the tax reason, by the way, in case people think there's some big tax dodge: all the wealthy people have left the UK because of one tax change. The UK does not recognise trusts, and inheritance tax in the UK is 40%. So literally, you're talking about my 30% shareholding in Sygnia sitting via a trust. In the UK structure, that trust would be what's called pierced. And should I fall over dead, it doesn't go to my children or other beneficiaries immediately. That trust would be taxed. Half of that, 40% of the shareholding of Sygnia in the trust, would be swallowed in taxes. Never mind exchange controls and my ability to actually pay it.So I think the bit of a disagreement with him has been around this big idea I have around your Anthropics and OpenAIs. He felt it should fall under the Braavos idea. I obviously differed. So that's kind of the disagreement, but we've put it to bed, by the way. We really have put it to bed. So we're done. We're done with fighting over it.Alec Hogg (17:33) OK.Magda Wierzycka (17:34) He is a big shareholder in Sygnia. He's always been very supportive of Sygnia. And I mean, breaking up or parting in a business is a little bit like a divorce. In fact, it is a divorce. So now all of that is behind us. There are no interdicts. And it was a little bit of a storm in a teacup, to be perfectly honest.Alec Hogg (18:05) All right, so that issue that was highlighted in the Financial Mail article is actually not an issue anymore. And you and Andre have kissed and made... well, you've made up, if not kissed and made up.Magda Wierzycka (18:14) No. We've made up. No kisses involved.Alec Hogg (18:27) OK. I'm still intrigued about this idea that you could resign tomorrow, serve out 30 days' notice and be gone from a company that you started. You're the founder and the CEO. Shouldn't you maybe have tied yourself in more?Magda Wierzycka (18:46) You know what? I've got an amazing board of directors, and somehow everybody looked at me and said, well, you're such a big shareholder, you will never do another thing in your life. And I come back from the UK and I go, it's a big world out there. I've got other ideas for launching businesses which can make...In the world, when you start investing and looking at your Anthropics, your OpenAIs and those kinds of companies, the saddest thing to me is that I can make more money out of that, I mean, it's sad, isn't it, than I've made out of Sygnia over 20 years. I mean, it's really depressing.So I think the board always looked at it from the perspective of, well, your interests are aligned, which is 100% true. So is there anything else that is required? And the conversation actually started with the fact that if you were to leave and pursue other business ventures, we'd have to bring in a good CEO, and there is no scheme. Just like with the CFO, we're struggling. There is no scheme that could compensate a very good CFO right now. There isn't. We can't attract. If I have to buy someone out for R10 million out of their existing scheme and put something else on the table, there's nothing to put on the table.So, you know, I'm OK. I'm disclosing my age. My birthday was two days ago, so, 57.Alec Hogg (20:24) Happy birthday.Magda Wierzycka (20:26) Thank you. But you know, everyone always says, almost everyone at around this age, that I've got another gig in me. So of course I wouldn't withdraw from Sygnia in terms of sitting on the board. Of course I wouldn't withdraw in terms of strategic ideas. But I could sell my shareholding and make a lot of money and not have to worry about Sygnia.It's not my baby, by the way, and it's not a family legacy. I think that's an important one. People think of many other companies where you've got founders and the family follows. I've got two sons, both in the US. One, after his studies in AI, is in his third year at Harvard studying law. He already has a job offer with one of the major firms in the field of AI. He's not coming back. My second son, finishing at UPenn in economics, is studying for a master's at Columbia in New York. He wants to do a PhD. He's not coming back.There is no family legacy involved in Sygnia. I wish I could tell you otherwise. So as much as I love Sygnia, for obvious reasons, I'm not building it because there is a generation of family coming after me. There's no one. So I love it. It's a baby of mine. But I look at myself and see a big, wide world which I can bring to South Africa.I do believe I can personally make substantial money, if that matters. I mean, at some stage you've made enough money. How many shoes and handbags can I buy, for goodness' sake? So then you go, it's about interest. It's about mental stimulation. It's about interest. So when I say that, I don't say it lightly, by the way. I actually don't say it lightly. People always go and say, yeah, she's bluffing. I don't bluff.Alec Hogg (22:46) Just getting back to the business itself, and Magda, don't take umbrage at this, but I remember listening once to Koos Bekker. I had numerous engagements with Koos, and he said entrepreneurs are often dysfunctional people. They aren't easy to get along with. And I see that you've had three CFOs in the past three years. Is that because you're hard to get along with, or were they just not the right people?Magda Wierzycka (23:20) So maybe let me start with my executive team. It's a big executive team. Apart from one person, all of them have been here for over 10 years, some for 18, some for 15. We've just appointed two new executives to join the team. So if you look at the longevity of the team... I'm not going to talk about, because of course there are a lot of rumours about women in the financial services industry. There are a heck of a lot of misconceptions. I always laugh at it. Look, I've got a thick skin. And I always say people who say things about me don't know me personally.But I think the fact that I've got that longevity... I'll give you another example. Sygnia is turning 20 on 1 November. We're having a big function. We now employ 450 people. And because I want to do it in our offices, I can only fit 120 people, and I had to have a cut-off point, because it's for staff. I want staff to celebrate. So I said 10 years: anyone who has been here for 10 years. And we're struggling, because there are over 120 people who fit into that category.So I think the culture of Sygnia is quite unique. It's a family, and I don't say that lightly. And then, moving to the CFO story: CFOs are difficult creatures, and I've changed my mind, by the way. They weren't the right people, but not for the reasons you think. One person I appointed because I wanted to give a 32-year-old a chance, and that was someone who was too young. My [board] said, don't do it. I said, let's give it an opportunity. I was wrong.But I've always looked at CFOs, and I've relooked at this now, as people who come in... Of course, I've got an amazing head of finance, so it's not about the financial function. It's someone who comes in and takes over numerous divisions: your risk, compliance, your legal division, your finance division, which all have amazing heads.Magda Wierzycka (25:44) But you want to bring in someone strategic. In a lot of companies, the CFO is the natural successor to the CEO. And the people who have been in the position were just not obvious successors, and just did not have that... Sygnia got bigger. We need to look at acquisitions. We need to think about the organic growth of the business. So I need to have someone in that key position who has that wide thinking. And because Sygnia was just growing up, the CFOs were basically heads of finance.So I brought in an amazing COO, Bruce McClatchie, a couple of years ago. Amazing. He is playing that strategic role. So what we've said is, OK, let's forget looking for a CFO as a strategic CFO. Let's just find a very solid person who is a very solid manager, as opposed to a very solid strategist. So after six months of looking, we've pivoted.So no, I don't believe I'm difficult to work with. I'll challenge you to choose a random person. I've got a happy birthday sign right there, a huge poster made by my staff. They bought me this Swarovski crystal minion, I don't know if you know it, it's a cartoon. And it says at the bottom: "You are one in a million, a minion, from all of your loyal minions." And the entire company came out to sing happy birthday, with cakes and flowers. So I'd like you to choose any person at random at Sygnia and ask whether I'm a difficult person.Alec Hogg (27:41) Disruption, I suppose, does not make you friends. And you have been incredibly disruptive at Sygnia. Has the current Sygnia, as it is today, run its course on the disruption story, or have you still got a long road to go there? And I ask this because clearly, to bring Anthropic and OpenAI, and perhaps the likes of, who knows, SpaceX in future, to South African investors pre-listing would be a huge opportunity for South Africans, let alone for the person who puts it together.But the disruption of where Sygnia was: I can remember talking to you about your vision for cutting costs, and understanding that costs were so important at a time when most people weren't really bothering with it. Has the market changed to a degree where that is not really that strong a disruptor anymore?Magda Wierzycka (28:47) I mean, if I look at the retail space, our [passive] balanced unit trusts, over a 10-year track record, are right there at the top in terms of performance. And of course, decisions have been right, but let me not overstate the investment decision-making. A lot of it, in unit trusts, where you're seeing the returns after fees, you can see the impact of the fees on the net returns we produce. So, full belief in low fees.Is it a disruptor anymore? Look, I've got to be frank: no. I would be kidding if I said otherwise. It's something that people look at, very much so. We're known for low fees. My margins could be much thicker if I increased the fees. So people are now used to the fact that Sygnia charges low fees. Is that a disruption? No. So we have to think out of the box again, literally out of the box.We've got our existing divisions. Our umbrella funds, thank goodness, because all institutional retirement fund money is moving into [umbrella] funds. Thank my lucky stars that seven years ago I randomly bought a small umbrella fund, so I have an offering in that space. Our retail business is growing exponentially. We've got this unique institutional administration business for retirement funds. I don't have to talk about it, but it's unique, and we're very strongly positioned in this space.And now the disruption must come from brand-new ideas. I have two. I'm not going to talk about the second one. I'll put it this way: I've got a genius head of AI, and I'm sitting with him for two hours a week, learning AI. Not which agent I can use to do what. I'm learning from the coding level. I want to know how the code works. How does this actually work? And he's sitting here with me, showing me the code generation. Because I don't believe you can innovate in this space unless you actually understand it from the ground up. So I've got a business idea driven by that, but...Magda Wierzycka (31:14) ...it can only mature if I literally watch the code. I'm not going to code myself, but I'm watching as he's doing it, to see how it actually works from the ground up. It's really AI 101. So I've got a business idea around that, but I need to learn.And that business idea around bringing... And I have. I've got investors currently invested in a mixture of Anthropic, OpenAI, SpaceX and ByteDance. We're [looking at] a couple of other investments to go into the fund. So the only thing I haven't done about this fund is publicise it, and I will now. We're at a point where there will be a unique structure around it. And I'm at a point where, within the next three weeks, we're taking it to market in terms of publicity.So you are the first person to actually publicly hear about it. But there's disruption in that space which doesn't exist in South Africa. And then I've got an idea for even bigger disruption. I need to learn. I'm back to school.Alec Hogg (32:36) Well, it's been good talking with you, and thank you for sharing all of that. I'm sure that our mutual friend Magnus Heystek will be delighted to hear that things have settled down at Sygnia. He's a big fan of yours, and I know he has invested successfully in some of the very interesting ideas that you've given to him. So long may they continue.Magda, if you look ahead maybe five years, and if everything goes the way that you expect next Friday at the meeting, what are you hoping the Sygnia of five years' time is going to look like compared with the one today?Magda Wierzycka (33:15) Completely different. Like with the world of AI, if we don't create new moats, we will be out of business.So Sygnia in five years' time: it's not that the offerings will necessarily change, there will be a lot of additional offerings, but if you look under the hood, there isn't a division in this business that will not be [restructured]. And if we don't do it, there won't be a Sygnia.Alec Hogg (33:52) Well, that's a good note to finish on, because I think there are a lot of people who need to be looking at their own businesses as well. And not too often do we look at the tsunami of change which is coming around the corner. You clearly are identifying it. And as always, good talking with you. Magda Wierzycka, founder and chief executive of Sygnia. I'm Alec Hogg with your BizNews Edge..Sign up for your early morning brew of the BizNews Insider to keep you up to speed with the content that matters. The newsletter will land in your inbox every morning on weekdays. Register here.Support South Africa's bastion of independent journalism, offering balanced insights on investments, business, and the political economy, by joining BizNews Premium. Register here.If you prefer WhatsApp for updates, sign up to the BizNews channel here.