Kairat Kelimbetov
Freedom HoldingAbout Kairat Kelimbetov
Kairat Kelimbetov (age 56) is a Class II director at Freedom Holding Corp. (FRHC), appointed May 28, 2024, and continuing in office until the 2027 Annual Meeting; he is a non‑independent, employee director serving on the Risk and Nominating & Corporate Governance Committees and has been a Strategic Advisor at Freedom Horizons LLP (an FRHC subsidiary) since May 2023 . He holds a Master of Studies in Sustainability Leadership (University of Cambridge), a Ph.D. in Economics and a BSc in Computational Mathematics and Cybernetics (Moscow State University), plus executive credentials from Harvard Kennedy School and Georgetown; he also holds honorary professorships (Tsinghua, Eurasian Economic Club of Scientists) and an honorary doctorate (Geneva School of Diplomacy) . FRHC is a “Controlled Company” under Nasdaq rules (CEO/Chairman Timur Turlov owns ~70%); while the Board has a majority of independents, Kelimbetov is non‑independent and sits on Nominating & Governance under the controlled company exemption .
FRHC financial performance (context for pay-for-performance and governance analysis):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 398,299,000* | 574,187,000* | 447,216,000* |
| Net Income ($) | 205,140,000 | 375,540,000 | 84,650,000 |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Astana International Financial Center (AIFC) | Founding Governor | 2015–2023 | Built a key regional financial hub spanning Central Asia, Caucasus, EAEU, Middle East, West China, Mongolia, Eastern Europe . |
| National Bank of Kazakhstan | Governor | 2013–2015 | Led monetary/financial oversight at the central bank . |
| Government of Kazakhstan | Deputy Prime Minister | 2012–2013 | Senior economic policymaking leadership . |
| Eurasian Economic Commission | Chairman | 2012–2013 | Regional economic integration leadership . |
| Government of Kazakhstan | Minister of Economic Development and Trade | 2011–2012 | Trade and growth policy leadership . |
| Samruk‑Kazyna Sovereign Wealth Fund | Chief Executive Officer | 2008–2011 | Oversaw sovereign wealth fund management and major transactions . |
| Administration of the President of Kazakhstan | Chief of Staff to the President | 2008 | Senior executive office management . |
| Kazyna Sustainable Development Fund | Founding CEO | 2006–2008 | Established national development finance platform . |
| Government of Kazakhstan | Minister of Economy and Budget Planning | 2002–2006 | Fiscal and macroeconomic planning . |
| Agency for Strategic Planning and Reforms | Chairman | 1999–2001 | Led national strategic planning and reforms . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tsinghua University (Beijing) | Honorary Professor | — | Academic engagement/recognition . |
| Eurasian Economic Club of Scientists Association | Honorary Professor | — | Policy/academic recognition . |
| Geneva School of Diplomacy and International Relations | Honorary Doctorate (International Relations) | — | International recognition . |
Fixed Compensation
Kelimbetov is an employee director; employee directors receive no board retainers or committee fees. Non‑employee directors received $200,000 annual cash retainers in FY2025; committee chair fees ranged from $50,000 to $75,000 (Audit $75k; Compensation $50k; Risk $50k; Transactions $50k; Nominating & Corporate Governance $50k; Lead Independent Director $75k; Telecom Chair $50k effective Oct 16, 2024). Kelimbetov, as an employee director, received $0 for Board/committee service .
| Director service (FY2025) | Amount |
|---|---|
| Board retainer – non‑employee director | $200,000 |
| Committee chair fees (range) | $50,000–$75,000 |
| Board/committee compensation to Kelimbetov (employee director) | $0 |
Note: His employee compensation (as Strategic Advisor at Freedom Horizons LLP) is not disclosed in the proxy; he is not an NEO and does not appear in the Summary Compensation Table .
Performance Compensation
No individual bonus targets, metrics, equity grants, or vesting schedules are disclosed for Kelimbetov. Company‑level NEO program (context): elements comprise base salary, annual short‑term cash incentives tied to KPIs, and long‑term equity that is forfeitable based on stock price performance and vests over 3–5 years . The company did not grant stock options in FY2025; there is no deferred compensation or pension program; and there are currently no potential payments upon termination or change in control for NEOs .
| Element | Type | Form/Key characteristics |
|---|---|---|
| Base salary | Fixed | Annual; market/role/performance calibrated . |
| Annual incentive | Variable | Cash; based on financial/strategic/operational KPIs and individual goals . |
| Long‑term incentive | Variable | Performance‑based stock; forfeitable based on stock price performance; vests 3–5 years . |
Clawback and trading policies: FRHC adopted a compensation recoupment policy in Oct 2023 to recover erroneously paid performance‑based incentive compensation and includes a discretionary clawback for misconduct; hedging and pledging company stock by directors/executives are prohibited .
Equity Ownership & Alignment
As of March 31, 2025, Kelimbetov reported no beneficial ownership of FRHC common stock; total shares outstanding were 60,993,949. CEO/Chairman Timur Turlov beneficially owned 42,405,112 shares (69.5%). FRHC policy prohibits hedging or pledging company stock by directors and executive officers .
| Holder | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Kairat Kelimbetov | 0 | 0.0% | Reported “—”; no equity holdings disclosed . |
| Shares outstanding | 60,993,949 | — | As of Mar 31, 2025 . |
| Policy on hedging/pledging | — | — | Hedging/pledging prohibited for directors/executives . |
Implication: With no disclosed holdings, there is no identifiable near‑term vesting overhang or pledging‑related selling pressure attributable to Kelimbetov; overall insider influence remains concentrated with the controlling shareholder .
Employment Terms
- Role: Strategic Advisor at Freedom Horizons LLP (FRHC subsidiary) since May 2023 .
- Severance/change‑of‑control: The company discloses no severance or CIC arrangements for NEOs; no individual severance/CIC provisions are disclosed for Kelimbetov .
- Clawback: Compensation Recoupment Policy adopted Oct 2023 .
- Hedging/pledging: Prohibited .
Board Governance
- Board structure and independence: FRHC is a “Controlled Company” under Nasdaq rules due to CEO/Chairman Timur Turlov owning ~70% of common stock and majority voting power; audit committee is fully independent. Kelimbetov is non‑independent and serves on Nominating & Corporate Governance and Risk; inclusion as a non‑independent on Nominating is permitted under controlled company exemptions and the Board asserts it is in stockholders’ best interests .
- Leadership: CEO and Chairman roles are combined (Timur Turlov); the Board has a Lead Independent Director (Amber Williams) and held several executive sessions without employee directors in FY2025 .
- Committee service and activity:
- Nominating & Corporate Governance: Members include Chair Philippe Vogeleer plus Boris Cherdabayev, Andrew Gamble, and Kelimbetov; 9 meetings in FY2025 .
- Risk Committee: Members include Chair Andrew Gamble plus Kelimbetov, Askar Tashtitov, and Amber Williams; 7 meetings in FY2025; charter covers ERM, capital planning, liquidity, compliance, cyber risk, and strategic transaction oversight .
Committee memberships snapshot:
| Committee | Members (chairs noted) |
|---|---|
| Nominating & Corporate Governance | Vogeleer (Chair); Cherdabayev; Gamble; Kelimbetov . |
| Risk | Gamble (Chair); Kelimbetov; Tashtitov; Williams . |
Director Compensation
- Non‑employee director cash retainer: $200,000; additional annual chair fees: Audit $75k; Compensation $50k; Risk $50k; Transactions $50k; Nominating & Governance $50k; Lead Independent Director $75k; Telecom Chair $50k (effective Oct 16, 2024). No meeting fees; no equity grants to non‑employee directors in FY2025 .
- Employee directors (including Kelimbetov) receive no board/committee compensation .
Compensation Peer Group (context)
For FY2025 the compensation committee’s peer group (used for NEO market context) included Jefferies (JEF), Interactive Brokers (IBKR), Stifel (SF), Rocket (RKT), Evercore (EVR), SoFi (SOFI), Robinhood (HOOD), Houlihan Lokey (HLI), Piper Sandler (PIPR), Tradeweb (TW), B. Riley (RILY), Oppenheimer (OPY), PJT Partners (PJT), Moelis (MC), Victory Capital (VCTR), and MarketAxess (MKTX) .
Investment Implications
- Alignment and selling pressure: No disclosed FRHC share ownership by Kelimbetov reduces alignment via “skin in the game” but also implies no personal vesting‑driven selling overhang; hedging/pledging prohibitions reduce downside alignment risk .
- Governance risk/mitigants: As a non‑independent employee director serving on Nominating & Governance within a controlled company, independence optics are weaker; mitigants include a Lead Independent Director, independent audit committee, and committee activity/meeting cadence .
- Pay‑for‑performance: No individual compensation disclosure for Kelimbetov; at the company level, incentives emphasize KPIs and multi‑year equity with a clawback, but NEOs currently lack severance/CIC protections—limiting “golden parachute” risk .
- Company performance context: Revenue grew in FY2024 vs FY2023 and declined in FY2025; net income similarly fell in FY2025—important backdrop when assessing any future incentive outcomes or board oversight on performance alignment .