Philippe Vogeleer

About Philippe Vogeleer

Philippe Vogeleer, age 52, is an independent Class III director of Freedom Holding Corp. (FRHC), appointed May 28, 2024 and elected by shareholders at the 2025 Annual Meeting to serve until the 2028 Annual Meeting. He is a Chartered Director with ~15 years of board experience; education includes law degrees (Université Saint-Louis 1993; UCLouvain 1996), a Master’s in Media & Communications Management (Stirling 1997), postgraduate courses in telecom and competition law (KUL 1999; King’s College 2002), an executive MBA (INSEAD/Cedep 2006), and a Master’s in corporate governance (Institute of Directors, 2024); he speaks Dutch, English, French, and Italian . He qualifies as an independent director under Nasdaq Rule 5605 .

Past Roles

External Roles

Board Governance

• FRHC is a “Controlled Company” under Nasdaq Rule 5615 as CEO/Chairman Timur Turlov holds ~70% of shares; FRHC may rely on independence exemptions (e.g., non-independent members on committees) .
• Independence: FRHC’s board currently has a majority of independent directors; the board affirmatively determined Vogeleer is independent under Nasdaq Rule 5605 .
• Committee leadership and membership for FY2025 (as of the proxy date):
  • Nominating & Corporate Governance: Chair (members: Cherdabayev, Gamble, Kelimbetov); committee met 9 times .
  • Telecom: Chair (members: Turlov, Cherdabayev, Williams); committee met 3 times; charter specifies at least three independent voting members .
  • Compensation: Member; the committee met 10 times; includes non-independent CEO Turlov as a member due to controlled-company status .
  • Transactions: Member; committee met 10 times .
  • Audit: Not a member .
• Board attendance: The Board met 14 times in FY2025; each director attended all meetings except for two meetings where one director was absent .

Fixed Compensation

• Non-employee director compensation policy (FY2025): Annual cash fee $200,000; chair fees: Audit $75,000; Compensation $50,000; Risk $50,000; Transactions $50,000; Nominating & Governance $50,000; Lead Independent Director $75,000; Telecom Chair $50,000 (effective Oct 16, 2024, approved Jan 27, 2025). No attendance fees; travel reimbursed .
• FY2025 director compensation for Vogeleer (prorated for service period): cash-only, no equity awards.

Performance Compensation

• FRHC did not award equity compensation to non-employee directors in FY2025; as of March 31, 2025, non-employee directors held no outstanding stock options or other equity awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Chartered Director; ~15 years board experience including audit and compensation committee roles; executive leadership across telecom operations and strategy .
• Multilingual (Dutch, English, French, Italian); global experience (lived in 10 countries, worked in 100+), teams up to 3,000 with P&L responsibility .
• Legal and governance education plus executive MBA; extensive partnership work with development finance institutions (BII, EIB, World Bank Group, DFC, USAID) .

Equity Ownership

• As of March 31, 2025, Vogeleer reported no beneficial ownership of FRHC shares; FRHC had 60,993,949 shares outstanding . Company policy prohibits directors from hedging or pledging FRHC securities .

Governance Assessment

• Independence and roles: Vogeleer is independent, chairs Nominating & Governance and Telecom, and serves on Compensation and Transactions; committee activity levels were high in FY2025 (9–10 meetings for governance/transactions; 10 for compensation; 3 for telecom), indicating active oversight .
• Controlled-company risk: FRHC’s controlled status enables non-independent participation on committees (CEO Turlov on Compensation; employee director Kelimbetov on Nominating & Governance), a governance risk mitigated by majority-independent composition and submission of matters requiring independent approval to appropriate bodies .
• Director pay and alignment: Director compensation is cash-only; no equity grants in FY2025 and Vogeleer reported no share ownership, representing limited direct economic alignment with minority shareholders versus equity-based structures; company prohibits hedging/pledging which mitigates misalignment risks .
• Shareholder support: At the 2025 Annual Meeting, shareholders elected Vogeleer with 43,227,975 FOR vs. 352,155 WITHHELD; Say‑on‑Pay received strong FOR votes (43,414,881 FOR), signaling broad investor support for board composition and compensation policies at that time .
• Related-party exposure: FY2025 related‑party transactions predominantly involved entities controlled by CEO Turlov; no related-party transactions disclosed involving Vogeleer; compensation committee interlocks noted only for Turlov’s insider participation due to controlled-company status .

RED FLAGS

• Controlled-company exemptions allow non-independent CEO on Compensation Committee and employee director on Nominating & Governance, potentially weakening independent oversight over pay and nominations .
• No equity holdings or equity awards for Vogeleer and cash-only director pay may reduce “skin-in-the-game” alignment relative to peers that use equity retainers .

Positive Signals

• Significant committee leadership and high meeting cadence suggest active board engagement and governance process .
• Strong shareholder support for Vogeleer’s election and Say‑on‑Pay in 2025 .
• Formal prohibition on hedging and pledging for directors .