Jason Kerr
Freedom HoldingAbout Jason Kerr
Jason Kerr is Chief Legal Officer (appointed May 2024) and Acting Corporate Secretary (appointed January 2025) at Freedom Holding Corp.; he previously served on FRHC’s Board from May 2008 to May 2024 and chaired the compensation committee before being replaced in 2024 . He is 54, holds a B.S. in Economics (Phi Beta Kappa) and a J.D. (1998, William H. Leary Scholar) from the University of Utah, and has a 26-year legal career spanning commercial litigation and insurance law, including founding Price, Parkinson & Kerr and serving as General Counsel at Basic Research, LLC . FRHC’s executive pay program emphasizes pay-for-performance, with a mix of cash and equity and no severance/change-in-control benefits; pledging/hedging of company stock is prohibited . Company performance context: FRHC revenues increased in FY 2024 then declined in FY 2025 (see table below; values from S&P Global)*.
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $398,299,000* | $574,187,000* | $447,216,000* |
| EBITDA ($USD) | N/A* | N/A* | N/A* |
| Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freedom Holding Corp. | Director; Compensation Committee Chair (replaced in 2024) | 2008–May 2024 | Board oversight; chaired comp committee until early 2024; succession of committee roles documented . |
| Freedom Holding Corp. | Chief Legal Officer | Appointed May 2024 | Established new CLO role; executive management addition . |
| Freedom Holding Corp. | Acting Corporate Secretary | Appointed Jan 2025 | Corporate secretary duties pending permanent appointment . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Price, Parkinson & Kerr | Founding member (commercial litigation firm) | Not disclosed | Led commercial litigation practice; represented diverse clients across industries . |
| Basic Research, LLC | General Counsel | Not disclosed | Senior legal leadership for food/cosmetic/dietary supplement company . |
| Plant, Christensen & Kanell | Partner (insurance practice) | Not disclosed | Insurance law expertise; partner-level responsibility . |
| Lewis Roca | Commercial litigator | Not disclosed | Complex commercial litigation and class action defense . |
Fixed Compensation
| Component | FY 2025 Amount ($) | Notes |
|---|---|---|
| Base Salary | 1,000,000 | Paid in KZT and USD . |
| Target Bonus % | Not disclosed | Company used KPI-based short-term incentives; specific targets not disclosed . |
| Actual Bonus Paid | 500,000 | 50% of adjusted base salary for FY 2025 . |
| All Other Compensation | 50,949 | Includes $50,000 medical insurance and $226 social tax . |
| Director Fees (prorated) | 47,802 | For service as a non-employee director during part of FY 2025 . |
Performance Compensation
| Incentive Type | Grant/Performance Period | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Short-Term Cash Incentive | FY 2025 | KPIs aligned to functional responsibilities (company-wide policy) | Not disclosed | $500,000 (50% of salary) | N/A (cash). |
| Stock Award (RSU/Restricted Stock) | Grant 07/09/2025; Approved 06/16/2025 | Equity grant | N/A | Grant-date fair value $500,000; 3,309 shares | Vested on grant date (07/09/2025) . |
Key plan terms applying to equity awards: subject to clawback policy; governed by Nevada law; subject to insider trading and compliance policies; restrictions on transfer and pledge; Rule 144 considerations .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 03/31/2025) | None; less than 1% . |
| Vested vs. Unvested | No outstanding unvested stock awards as of 03/31/2025; received a $500,000 stock award on 07/09/2025 that vested same day . |
| Options (Exercisable/Unexercisable) | None outstanding among NEOs as of 03/31/2025 . |
| Pledging/Hedging | Prohibited by company policies . |
| Ownership Guidelines | Committee determines and monitors executive ownership guidelines; specific multiple not disclosed . |
| Equity Plan Capacity | 1,207,526 shares available under 2019 Equity Incentive Plan as of 03/31/2025 . |
Employment Terms
| Term | Provision |
|---|---|
| Engagement Structure | Outstaffing Agreement dated May 28, 2024 between FRHC and JMK Management Services Corp. for services of Jason Kerr as CLO . |
| Acting Corporate Secretary | No employment agreement for secretary role . |
| At-Will Status | Provides services on an at-will basis . |
| Severance | No contracts or arrangements providing severance or payments upon termination/change-in-control for NEOs . |
| Change-of-Control | No payments upon change-in-control for NEOs; equity awards generally not accelerated by default . |
| Clawback | Equity awards subject to clawback policy . |
| Non-Compete/Non-Solicit | Not disclosed. |
| Deferred Compensation/Pension | None; no nonqualified deferred compensation or company-sponsored pension . |
Performance & Governance Signals
| Item | Detail |
|---|---|
| Say-on-Pay (2025 Annual Meeting) | For: 43,414,881; Against: 165,102; Abstain: 147; Broker non-vote: 1,871,967 . |
| Executive Pay Philosophy | Mix of fixed salary, annual cash incentive, and long-term equity; 64% variable “at risk” for NEOs overall; committee oversight with independent consultant (Aon) . |
| Committee Composition Changes | Kerr resigned from the Board in May 2024; compensation committee leadership/membership re-assigned thereafter . |
Investment Implications
- Pay-for-performance alignment is intact: Kerr’s FY 2025 bonus was KPI-based at 50% of salary, and he received a $500,000 equity grant that vested immediately, balancing cash and equity (50/50 fixed vs variable) .
- Selling pressure risk from vesting appears limited near term given policies prohibit pledging/hedging and equity awards are subject to trading and Rule 144 restrictions; Kerr had no beneficial ownership as of FY-end and no options .
- Retention risk is tied to ongoing incentive decisions rather than contractual protection: at-will engagement via outstaffing, with no severance/change-in-control benefits; future compensation changes anticipated by the committee for FY 2026 .
- Governance support is strong: Say-on-pay passed with overwhelming support, and compensation oversight utilizes independent benchmarking, which reduces pay inflation/structural risk .
Notes: FRHC performance context provided via S&P Global data in the revenue table above.*