Boris Cherdabayev
Freedom HoldingAbout Boris Cherdabayev
Independent Class I Director at Freedom Holding Corp. (FRHC) since February 2019; age 71. Veteran oil and gas executive with deep Kazakhstan and U.S. public company board experience; former Chairman and CEO of FRHC’s predecessor BMB Munai. Education: Ufa Oil Institute (1976); executive programs at Harvard Business School (Advanced Management Program, 2011), Columbia University (Senior Executive Program, 2002), and Chevron Corporation (Advanced Management Program, 2000). Current external board role: independent director at Kazakhstan Qazaq Gas JSC; ongoing counselor role at Weatherford-CER JV. Core credentials: extensive executive management, board governance, and transaction oversight experience across national and private enterprises.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMB Munai, Inc. (FRHC predecessor) | Chairman of the Board | Nov 2003–Nov 2015 | Led predecessor to FRHC; oversaw public listing on NYSE American in 2006 |
| BMB Munai, Inc. | Chief Executive Officer | Nov 2003–Aug 2007 | Operating leadership during growth and listing phase |
| JV TengizChevroil LLP | General Manager | Mar 2000–Mar 2003 | Operational leadership at major JV in Kazakhstan |
| KazakhOil National Oil & Gas Co. | Managing Board Member; VP E&P | Jun 1998–Mar 2000 | Chaired boards of UzenMunaiGaz, KazakhOil-Emba, KazakhstanCaspiShelf; JV Partnership Council member for TengizChevroil |
| JSC MangistauMunaiGaz | Managing Board Member; VP | 1994–1997 | Executive leadership in Kazakhstan O&G |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kazakhstan Qazaq Gas JSC | Independent Director | May 2022–present | Current public-sector energy board role |
| Weatherford-CER JV | Counselor to Chairman of Management Board | Oct 2012–present | Strategic advisory capacity |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605; FRHC is a “Controlled Company” (≈70% held by CEO Timur Turlov), exempting some independence requirements; audit committee solely independent.
- Committee memberships and chairs (current as of the 2025 proxy):
- Audit Committee: Member; committee met 13 times in FY2025.
- Nominating & Corporate Governance Committee: Member.
- Transactions Committee: Chair; met 10 times in FY2025; members include both independent and non-independent directors.
- Telecom Committee: Member; met 3 times in FY2025.
- Compensation Committee: Former member; resigned in Oct 2024 during committee reassignments.
- Board engagement: In FY2024, the Board met 15 times; each director attended at least 75% of meetings.
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual cash fee (non-employee director) | $100,000 | $200,000 |
| Committee chair fees – Audit Chair | $75,000 (policy) | $75,000 (policy) |
| Committee chair fees – Compensation Chair | $50,000 (policy) | $50,000 (policy) |
| Committee chair fees – Risk Chair | $50,000 (policy) | $50,000 (policy) |
| Committee chair fees – Transactions Chair | $50,000 (policy) | $50,000 (policy) |
| Committee chair fees – Nominating & Corp Gov Chair | — | $50,000 (policy) |
| Lead Independent Director | $75,000 (policy) | $75,000 (policy) |
| Telecom Committee Chair | — | $50,000 (policy; effective Oct 16, 2024) |
Actual cash received (Boris-specific):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $250,000 |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | $100,000 | $250,000 |
Notes:
- No meeting attendance fees; reasonable travel reimbursed.
- FY2025 likely comprises $200,000 base plus $50,000 Transactions Committee chair fee (Boris is chair).
Performance Compensation
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Equity awards to non-employee directors | None; no options/RSUs outstanding | None; no options/RSUs outstanding |
| Performance metrics tied to director pay | Not disclosed | Not disclosed |
| Clawback policy (directors) | Not disclosed (company-wide policies referenced via committee charters; audit oversees RPTs) | Not disclosed (company-wide policies referenced; audit oversees RPTs) |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Overlap/Interlocks |
|---|---|---|---|
| Kazakhstan Qazaq Gas JSC | Public/State energy | Independent Director | Energy sector oversight; external to FRHC operations |
| BMB Munai, Inc. | Public predecessor | Chairman; CEO | Historical ties to FRHC; not current interlock |
| Weatherford-CER JV | JV | Counselor to Chairman | Advisory role; potential industry network overlap |
- Compensation Committee interlocks: Aside from CEO Timur Turlov, no Item 404 related-party transactions among compensation committee members in FY2025; Boris resigned from the compensation committee Oct 16, 2024.
Expertise & Qualifications
- Oil & Gas executive leadership and governance across national and private entities; public company chair/CEO experience.
- Education: Ufa Oil Institute (1976); advanced executive programs at Harvard (2011), Columbia (2002), Chevron (2000).
- Skills cited: extensive executive management and board experience; financial literacy for audit committee service.
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mar 31, 2025 | 0 | 0.0% | FRHC had 60,993,949 shares outstanding |
- Hedging/Pledging: Formal policy prohibits short sales, derivatives, margin holdings, and pledging by directors and covered persons.
- Vested/Unvested shares: None disclosed for non-employee directors; no outstanding options/equity.
Governance Assessment
- Strengths:
- Independent status with multi-committee engagement; audit committee solely independent; audit met 13 times in FY2025, indicating strong oversight cadence.
- Significant chair responsibility leading the Transactions Committee (10 meetings in FY2025), aligning with his transaction-heavy background.
- Alignment and pay:
- FY2025 director compensation increased to $200k base plus chair fees; no equity grants to non-employee directors, reducing long-term alignment incentives.
- Boris holds no FRHC shares, limiting “skin-in-the-game” alignment.
- Conflicts/RED FLAGS:
- Controlled company structure: CEO/controlling shareholder (~69.5–70%) sits on compensation committee; independence exemptions applied—may weaken board counterbalance in pay and governance decisions.
- Transactions Committee includes a non-independent member (Tashtitov), mixing independence in strategic transaction oversight—monitor for potential related-party or internal influence risk.
- No related-party transactions disclosed involving Boris; audit committee reviews RPTs monthly—mitigates risk signal.
- Engagement:
- Board and committee activity levels are high (Board 15 meetings in FY2024; audit 13; transactions 10; telecom 3 in FY2025), supporting active oversight.
Overall: Boris’s independence, transaction leadership, and audit participation support board effectiveness; however, zero ownership and cash-heavy director pay reduce alignment, and FRHC’s controlled company governance (CEO on compensation committee) is a structural red flag investors should factor into risk-adjusted valuation and stewardship expectations.