Aidos Zhumagulov

About Aidos Zhumagulov

Aidos Zhumagulov (age 42) is a digital banking executive at Freedom Holding Corp. (FRHC), serving as Advisor to the Development and International Cooperation department of Freedom Global and a Member of the Board of Directors at Freedom Bank Kazakhstan (Freedom Bank KZ), with prior advisory roles at Freedom KZ since 2019 and Freedom Bank KZ since 2020; he holds a degree from Ryskulov Kazakh Economic University and an MBA from City Business School . FRHC’s shareholder return trend during his tenure shows the value of a hypothetical $100 investment rising through FY2023 ($506), then dipping in FY2024 ($497) and FY2025 ($248), indicating volatility despite prior gains . He was a Named Executive Officer (NEO) in FY2024, receiving a large performance-based equity grant explicitly tied to Freedom Bank achievements in calendar 2023, reinforcing pay-for-performance alignment .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual cash incentive (short-term):

  • FY2024: $16,262 paid (discretionary program) .

• Equity awards (restricted stock):

  • March 1, 2024 grant: 140,628 shares total; structure comprised (a) 23,438 unrestricted shares (vested April 4, 2024) and (b) 117,190 restricted shares with time-based vesting on each January 25 from 2025 through 2029, subject to a market-price vesting condition (70% test vs prior reference price); grant-date fair value $9,640,561 .
  • May 18, 2021 grant: 30,000 restricted shares vesting 6,000 shares on each anniversary 2022–2026, subject to continuous service and stock price conditions; reported on Form 3 .

Performance metric linkage and vesting condition

• Market-price vesting condition: For restricted awards, shares scheduled to vest are forfeited if the 20-trading-day weighted average share price prior to the vest date is less than 70% of the relevant benchmark (grant date or prior vesting date, as applicable) .

Detailed award and vesting schedule

No option awards: FRHC reported no outstanding stock options for NEOs; equity incentives are in restricted stock .

Equity Ownership & Alignment

• Beneficial ownership snapshots

  • As of record date July 24, 2024 (proxy): 129,190 shares beneficially owned; includes 129,190 restricted shares with specific vesting schedule (see below) .
  • Form 3 (filed Sept 3, 2024; event date July 29, 2024): 152,013 shares directly; 8,499 shares indirectly via spouse; Form 3 also reiterates 2021 and 2024 award structures and vesting .

• Unvested equity at FY2024 year-end

  • As of March 31, 2024, outstanding unvested stock awards: 135,190 shares (market value $9,540,358 at $70.57 close) .

• Upcoming scheduled vesting (potential supply overhang)

  • 23,438 shares on each of Jan 25, 2025/2026/2027/2028/2029 (subject to vesting conditions) .
  • 6,000 shares on May 18, 2025 and May 18, 2026 (subject to vesting conditions) .

• Hedging/pledging policy

  • FRHC prohibits pledging, hedging, derivatives, and holding stock in margin accounts by directors and executive officers, reducing collateral-based forced selling risk .

• Clawback

  • Compensation Recoupment Policy adopted in October 2023 to recover erroneously paid performance-based incentive compensation after qualifying restatements, plus discretionary clawback for misconduct .

Employment Terms

No related-party transactions specifically involving Mr. Zhumagulov were disclosed; the related-party section centered on transactions with entities affiliated with the CEO .

Performance Context

• Recognition driver: The March 1, 2024 discretionary grants to Mr. Zhumagulov were based on “exceptional performance and the notable achievements of Freedom Bank in calendar year 2023” .
• Shareholder return backdrop: Value of $100 investment in FRHC stock by fiscal year-end—FY2021: $376; FY2022: $420; FY2023: $506; FY2024: $497; FY2025: $248—illustrates strong multi-year appreciation through FY2023 followed by drawdowns into FY2025 .

Say-on-pay and governance signals:

• 2024 say-on-pay support: ~96% of votes cast in favor, indicating strong shareholder backing of the compensation program .

Investment Implications

• Alignment and retention: The 2024 performance-based grant to Mr. Zhumagulov comes with multi-year vesting through 2029 and a 70% stock-price safeguard, aligning equity value with shareholder outcomes and encouraging tenure continuity . FRHC’s clawback and anti-pledging policies further strengthen alignment and reduce collateral-driven selling risks .
• Monitor vesting windows for trading signals: Significant scheduled vesting dates—Jan 25 each year 2025–2029 (23,438 shares annually) and May 18, 2025/2026 (6,000 each)—could create periodic supply overhang; watch Form 4 filings and liquidity around these dates for potential insider flow signals .
• Contractual risk low: Absence of severance/change-in-control protections for NEOs suggests limited parachute risk; role adjusted via 2025 supplementary agreement but remains within Freedom Global, indicating ongoing involvement rather than departure .
• Performance sensitivity: The market-price vesting hurdle (70% thresholds) can cause forfeitures in a drawdown, increasing retention risk if equity becomes less valuable; conversely, it mitigates windfalls if stock underperforms . Shareholder support for pay design (~96% in 2024) reduces near-term governance overhang on compensation structure .