Evgeny Ler
Freedom HoldingAbout Evgeny Ler
Evgeny Ler is Chief Financial Officer of Freedom Holding Corp. (FRHC) and has served in this role since November 2015. He holds a Bachelor’s degree in financial management from Kazakh-American University (2003) and previously worked at Deloitte Kazakhstan as an auditor (2003–2006) . As of the 2025 proxy, his age is listed as 42 . FRHC’s compensation program links executive pay to performance with share price used as the primary measure; pay-versus-performance disclosures show Company TSR and peer TSR over the last five fiscal years .
Company TSR and Peer TSR – $100 initial investment value
| Fiscal Year | Company TSR ($) | Peer Group TSR ($) |
|---|---|---|
| 2021 | $376 | $163 |
| 2022 | $420 | $184 |
| 2023 | $506 | $155 |
| 2024 | $497 | $203 |
| 2025 | $248 | $147 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freedom Holding Corp. | Chief Financial Officer | Nov 2015–present | CFO of a Nasdaq-listed, controlled company; compensation linked to share price performance . |
| BMB Munai, Inc. (FRHC predecessor) | Chief Financial Officer; earlier Finance/Reporting Manager | 2006–2015 | Public company listed on AMEX; provided finance leadership pre- and post-legacy transition . |
| Deloitte Kazakhstan | Auditor | 2003–2006 | External audit experience in Kazakhstan . |
| Private Equity Projects | Investment roles | 2013–2014 | Engagement in PE projects (no additional details disclosed) . |
External Roles
No public company directorships or outside board roles for Mr. Ler are disclosed in FRHC’s proxies .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $275,750 | $1,000,000 | $1,000,000 |
| Actual Cash Bonus ($) | $348,260 | $1,500,000 | $1,781,000 |
| All Other Compensation ($) | $48,509 | $204,741 | $227,833 |
| Total Compensation ($) | $1,150,224 | $2,704,741 | $3,789,833 |
Notes:
- FY 2023 base salary and bonus amounts reflect adjusted figures due to currency fluctuations; bonuses were discretionary and paid at the maximum for eligible NEOs .
- “All Other Compensation” includes employer-paid statutory taxes and contributions and travel allowances (details itemized in proxies) .
Performance Compensation
Annual incentives and equity awards structure
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Short-term cash incentive (FY 2025) | KPIs tied to executive functional responsibilities | Not disclosed | Not disclosed | Not disclosed | $1,781,000 | Cash (payable per policy; must be employed at payment) |
| Restricted Stock (granted 5/18/2021) | Share price performance threshold: 20-day WACP ≥ 70% of prior reference price; plus continuous service | Not applicable | 70% threshold per vest date | Not disclosed | Grant date fair value $1,512,042; shares 33,379 | Ratable vesting: 9,379 (5/18/2023); 8,000 (5/18/2024); 8,000 (5/18/2025); 8,000 (5/18/2026) with forfeiture if threshold not met |
| Restricted Stock (approved 7/12/2024; not yet issued as of record) | Time-based; Vesting ratably on 1/25/2025 and 1/25/2026 | Not applicable | Not disclosed | Not disclosed | Approved fair value $500,000 | 1/25/2025; 1/25/2026 (shares later reflected as 3,204 for 1/25/2026 in Security Ownership notes) |
| Stock grant (issued 7/9/2025) | Discretionary stock award | Not applicable | Not applicable | Vested immediately | 5,169 shares; $781,000 grant date fair value | Vested 7/9/2025 |
Additional notes:
- The company did not grant stock options in FY 2025; there were no option timing practices around MNPI .
- Vested stock realized by Mr. Ler: 6,621 shares ($475,785) in FY 2023; 9,379 shares ($661,876) in FY 2024; 11,204 shares ($1,480,833) in FY 2025 (values based on closing prices on the vesting dates indicated in the proxies) .
Stock vested (realized)
| Fiscal Year | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| FY 2023 | 6,621 | $475,785 |
| FY 2024 | 9,379 | $661,876 |
| FY 2025 | 11,204 | $1,480,833 |
Equity Ownership & Alignment
Beneficial ownership
| Record Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Sept 8, 2023 | 60,000 | <1% |
| July 24, 2024 | 40,979 | <1% |
| Mar 31, 2025 | 33,908 | <1% |
Outstanding unvested equity by fiscal year-end
| As of | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| Mar 31, 2023 | 33,379 | $2,398,615 (at $71.86 close) |
| Mar 31, 2024 | 24,000 | $1,693,680 (at $70.57 close) |
| Mar 31, 2025 | 19,204 | $2,538,193 (at $132.17 close) |
Vesting schedule currently applicable to Ler’s outstanding restricted stock
| Vesting Date | Shares |
|---|---|
| May 18, 2024 | 8,000 |
| May 18, 2025 | 8,000 |
| Jan 25, 2026 | 3,204 |
| May 18, 2026 | 8,000 |
Alignment policies
- Hedging and pledging: FRHC prohibits hedging, short sales, margin accounts, or pledging of Company securities by directors and executive officers; legacy margin or pledges had a one-year grace period to unwind .
- Stock ownership guidelines: The Compensation Committee Charter authorizes establishing executive stock ownership guidelines and monitoring compliance; specific multiples or status are not disclosed in the proxies .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment agreements | No individual employment agreements with Mr. Ler; standard statutory employment agreements in Kazakhstan via subsidiaries; services provided on an at-will basis . |
| Severance | No severance provisions or change-in-control payments for NEOs; no arrangements for potential payments upon termination or change-in-control . |
| Non-compete / Non-solicit | Not disclosed in proxies for Mr. Ler (beyond standard statutory employment terms) . |
| Deferred compensation | No deferred compensation program for NEOs . |
| Pensions | No company-sponsored pension; employer contributes to nationally sponsored programs where required . |
| Clawback / Recoupment | Compensation Recoupment Policy adopted October 2023 per SEC/Nasdaq rules; recover erroneously paid performance-based comp tied to restatements; discretionary clawback for misconduct may apply to time-based awards . |
Investment Implications
- Pay-for-performance trajectory: Ler’s compensation has shifted toward a larger fixed base (from ~$276k in FY 2023 to $1.0m in FY 2024–2025) alongside sizable annual bonuses tied to role-specific KPIs, indicating increased formalization of short-term performance alignment; however, specific KPI weights/targets are not disclosed, limiting transparency on payout rigor .
- Equity alignment and supply considerations: The multi-year restricted stock schedule with share-price thresholds and forfeiture provisions aligns incentives to sustained share price performance; notable vesting dates cluster around May 18 and January 25, which can create concentration in potential liquidity events around these dates, especially as unvested balances decline while grant cadence includes occasional immediate-vesting awards (e.g., 7/9/2025) .
- Governance and risk controls: The formal hedging/pledging prohibition and an SEC/Nasdaq-compliant clawback framework mitigate alignment and misconduct risks; the absence of severance/change-in-control protections reduces entrenchment risk but may elevate retention risk for key executives during strategic transitions or transactions .
- Ownership posture: Ler’s beneficial ownership is <1% and has trended down in reported counts as of record dates (60,000 → 40,979 → 33,908), placing greater emphasis on unvested equity as the primary alignment mechanism rather than material outright ownership .