Askar Tashtitov

About Askar Tashtitov

Askar Tashtitov, 46, is President of Freedom Holding Corp. (since June 2018) and a Class I director (since May 2008). He holds a B.A. in Economics and History from Yale University (2002) and previously led BMB Munai, Inc. as President (2006–2015). FRHC delivered rapid revenue growth ($799.1M FY2023 → $1,666.4M FY2024 → $2,050.5M FY2025) and added scale in banking/insurance; however, FY2025 total shareholder return fell (value of $100 investment declined to $248 from $497), with FY2025 net income of $84.5M and year-end share price measure at $132, framing mixed pay-for-performance optics for FY2025 .

Past Roles

External Roles

Fixed Compensation

• Named Executive Officer (NEO); President. No separate board fees for employee-directors .

Multi-year compensation detail (USD):

Notes on fixed/other:

• All Other Compensation in FY2025 includes company-covered salary-related income taxes, mandatory pension and social insurance ($238,245) and a travel allowance ($198,515) .
• Base salary (FY2025) aligned to peer-informed medians; committee retained Aon as independent consultant .

Performance Compensation

Annual cash incentive (FY2025):

• Structure: Short-term cash incentive tied to KPIs set by the Compensation Committee; executive must be employed through payout .
• Disclosure status: Specific KPI metrics, weightings, targets, and achievement levels were not disclosed.

Long-term equity incentives:

• Program: Restricted stock with “Vesting Conditions” tied to continued service and a stock-price condition (20-day WAVG close must exceed 70% of the prior vest date’s 20-day WAVG) or forfeiture on vest date .
• FY2025 Grant: 5,691 shares to Mr. Tashtitov on 7/9/2025; grant-date fair value $860,000; vested immediately on 7/9/2025 .

Outstanding awards and vesting schedule:

FY2025 vesting realized:

Plan governance and risk:

• No stock options granted/held; equity is primarily restricted stock; no repricing indicated .
• Clawback policy adopted October 2023 for erroneously-paid incentive comp and discretionary recoupment in cases of misconduct .

Equity Ownership & Alignment

Beneficial ownership (as of 3/31/2025):

• Shares beneficially owned: 136,608 (<1% of outstanding) .
• Unvested, subject to “Vesting Conditions”: 24,404 shares; market value $3,225,477 at $132.17 (3/31/2025) .
• FY2025 newly granted and vested: 5,691 shares on 7/9/2025 .

Ownership policy and pledging/hedging:

• Company prohibits hedging and pledging by directors/executive officers; no pledging disclosed for Mr. Tashtitov .

Options and in-the-money value:

• Options outstanding: None; no option exercises in FY2025 .

Vested vs. unvested snapshot (3/31/2025):

Compliance with stock ownership guidelines:

• Executive ownership guideline policy not disclosed; no requirement status provided in proxy .

Employment Terms

• Employment agreements: No individual employment agreement with FRHC; standard Kazakhstan statutory employment agreements apply at subsidiaries; services are at-will for Mr. Tashtitov .
• Severance/Change-in-Control: No contracts or plans providing severance or change-in-control payments to NEOs .
• Deferred compensation and pensions: None; no company-sponsored pension/retirement plans for NEOs .
• Clawback: Compensation Recoupment Policy compliant with SEC/Nasdaq (effective Oct 2023) .
• Hedging/pledging policy: Prohibited for covered insiders .
• Perquisites: FY2025 All Other Compensation included salary-related taxes/social contributions ($238,245) and travel allowance ($198,515) .

Board Governance

• Board service: Class I director since May 2008; non-independent .
• Committee memberships (current): Risk Committee member; Transactions Committee member .
• Independence/controlled company: FRHC is a Nasdaq “Controlled Company” (CEO/Chairman owns ~70%); may rely on exemptions from certain independence requirements; compensation and nominating committees include non-independent members under controlled company status .
• Lead Independent Director: Amber Williams .
• Board/committee activity: Board met 14 times in FY2025; general attendance strong (all meetings attended except two instances with one absence) . Risk Committee met 7 times; Transactions Committee met 10 times .

Dual-role implications:

• Mr. Tashtitov serves concurrently as President (executive management) and director, with seats on Risk and Transactions committees—introducing inherent independence considerations; however, this structure is permissible under controlled company exemptions .

Director compensation:

• Employee-directors (including Mr. Tashtitov) receive no additional compensation for Board service .

Say-on-Pay & Peer Benchmarking

• Say-on-Pay: ~96% support at 2024 Annual Meeting; company to conduct annual advisory votes .
• Peer group (for benchmarking, FY2025): Includes Jefferies (JEF), Interactive Brokers (IBKR), Stifel (SF), Evercore (EVR), Robinhood (HOOD), Houlihan Lokey (HLI), Piper Sandler (PIPR), PJT Partners (PJT), Moelis (MC), MarketAxess (MKTX), Tradeweb (TW), SoFi (SOFI), Rocket (RKT), Victory Capital (VCTR), Oppenheimer (OPY), B. Riley (RILY) . Target percentile/pay positioning not formulaically disclosed .

Performance & Track Record

• FRHC revenue growth (post-Russia divestiture basis): $799.1M (FY2023) → $1,666.4M (FY2024) → $2,050.5M (FY2025), underscoring significant scale-up during his presidency .
• FY2025 total shareholder return: $100 invested measured at $248 vs peer group $147; year-end share price measure $132; net income $84.5M—net of significant strategic investments (telecom/media ramp expected to drive near-term losses) .
• Role scope: Leads investment banking activities at FRHC; >15 years public company experience interfacing with equity/debt markets .

Compensation Committee Analysis

• Composition (FY2025): Chair Amber Williams (independent); members include Andrew Gamble (independent), Philippe Vogeleer (independent) and CEO/Chairman Timur Turlov (non-independent), consistent with controlled company status .
• Consultant: Aon retained as independent advisor; no conflicts reported .
• Governance features: Clawback policy in place; prohibition on hedging/pledging; no CIC/severance arrangements; mix of cash and equity with emphasis on at-risk pay; however, KPI specifics/weights not disclosed, reducing transparency on pay-for-performance rigor .

Equity Overhang and Plan Capacity

• Shares remaining under 2019 Equity Incentive Plan as of 3/31/2025: 1,207,526 .

Related Party Transactions (Context)

• Proxy highlights related-party items primarily connected to the controlling shareholder; committee oversight via Audit Committee; no specific related-party transactions disclosed for Mr. Tashtitov beyond standard employment and equity awards .

Investment Implications

• Alignment: Meaningful, but sub-1% ownership; unvested restricted stock carries a stock-price “Vesting Condition,” improving alignment and limiting automatic dilution in downside scenarios .
• Overhang/Supply: Immediate vesting of 5,691 shares (7/9/2025) could add marginal sellable float; next vesting gates in Jan/May 2026 depend on price hurdles, potentially moderating selling pressure if shares underperform .
• Pay-for-performance: Strong FY2025 cash bonus (186% of salary) despite negative TSR YoY (value of $100 fell to $248 from $497), suggesting bonus metrics diverged from shareholder return; lack of KPI disclosure limits external validation of rigor .
• Retention risk: No employment agreement or severance/CIC protection; equity is primarily RS with price hurdles; strong 2024 say-on-pay support and continuing growth may mitigate voluntary departure risk, but absence of contractual protections is a factor .
• Governance: Dual executive/director role and non-independent committee participation exist under controlled company framework; investors may monitor for potential conflicts while noting lead independent director structure and committee activity levels .

Appendix: Board Service Snapshot for Askar Tashtitov

• Class I Director; term continuing until 2026 Annual Meeting; non-independent .
• Committees: Risk Committee (member); Transactions Committee (member) .

Appendix: FY2025 Bonus and LTI Summary (Mr. Tashtitov)

• Bonus: $1,860,000 (186% of salary), metrics undisclosed .
• Equity grants: 5,691 shares, $860,000 GDFV, vested on grant (7/9/2025) .
• Unvested RS: 24,404 shares scheduled for 1/25/2026 (3,204) and 5/18/2026 (10,600), with price hurdles; 5/18/2025 tranche (10,600) in FY2025 vesting table reflects realized vesting value .