Renat Tukanov
Freedom HoldingAbout Renat Tukanov
Renat Tukanov serves as Chief Technology Officer (CTO) of Freedom Holding Corp. (FRHC) since August 2022; he is age 42 as of the 2025 proxy, with a BA in Marketing and Commerce from Turan University (Almaty, Kazakhstan) and more than 18 years in IT, including a decade in executive leadership . He also serves as CEO of Freedom Global (Freedom Finance Global PLC) and Deputy Chairman of the Board at Freedom KZ, leading group-wide technology strategy, cybersecurity governance, and the buildout of FRHC’s digital ecosystem across subsidiaries .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Freedom KZ (subsidiary) | Counselor to the Chairman of the Management Board | Not disclosed | Pre-CTO leadership role supporting management; precursor to group-wide tech leadership |
| National system integrator (Kazakhstan) | General Director | Not disclosed | Led a national system integrator; executive leadership in large-scale IT delivery |
| Subsidiary of the Ministry of Energy (Kazakhstan) | IT Director | Not disclosed | Oversaw complex IT modernization, strategic planning, and financial controls |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Freedom Global (Freedom Finance Global PLC; 100% subsidiary) | Chief Executive Officer | Current | Leads subsidiary-level execution within FRHC’s digital ecosystem strategy |
| Freedom KZ (100% subsidiary) | Deputy Chairman of the Board | Current | Group-wide coordination across tech, governance, and product integration |
Fixed Compensation
| Period | Base salary (annualized) | Notes |
|---|---|---|
| FY 2023 (paid across currencies; USD-adjusted) | $121,937 | CTO since Sep/Aug 2022; figure reflects full-year FY23 salary adjusted for FX |
| Effective April 1, 2023 (retroactive) | $285,234 | Salary rate approved Aug 8, 2023 8-K, retroactive to 4/1/2023 |
| Period | Actual annual cash bonus | Notes |
|---|---|---|
| FY 2023 | $22,765 | FY23 short-term incentives were discretionary in nature |
Performance Compensation
Short-term incentives
| Year | Metric design | Target | Actual payout | Payout as % of salary |
|---|---|---|---|---|
| FY 2023 | Discretionary annual incentive | Not disclosed | $22,765 | 18% (Company table) |
Long-term incentives (equity)
| Grant date | Instrument | Shares granted | Grant-date fair value | Vesting conditions |
|---|---|---|---|---|
| May 18, 2021 | Performance-based restricted stock | 15,000 | $679,650 | 3,000 shares scheduled to vest annually 2022–2026, subject to continuous service and a stock-price gate: 20-day weighted avg close prior to each vest must be ≥70% of prior reference price; if below, the tranche is forfeited |
| Scheduled vesting dates | May 18, 2022 | May 18, 2023 | May 18, 2024 | May 18, 2025 | May 18, 2026 |
|---|---|---|---|---|---|
| Shares scheduled to vest | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 |
| FY 2023 realized vesting | Shares vested | Value realized |
|---|---|---|
| Restricted stock | 3,000 | $215,580 (at $71.86 close on vest date) |
Other equity program notes:
- No stock options outstanding for Tukanov as of March 31, 2023 , and the company disclosed no option grants in FY 2025 under its policies .
Equity Ownership & Alignment
| As-of date | Beneficial ownership (shares) | Percent of outstanding | Notes |
|---|---|---|---|
| September 8, 2023 (record date for 2023 proxy) | 12,006 | <1% | Beneficial ownership per SEC rules; CEO held majority stake, others de minimis |
| March 31, 2023 (equity awards status) | Unvested RS: 12,000 | N/A | Unvested performance-based RS outstanding as of FY23 year-end |
Alignment policies and constraints:
- Company prohibits hedging and pledging by executives and directors .
- Clawback policy adopted Oct 2023 covers recovery of erroneously paid performance-based comp after restatements and includes discretionary recoupment for misconduct, beyond SEC/Nasdaq requirements .
Employment Terms
| Term | Disclosure |
|---|---|
| Role start date | CTO since August 2022 |
| Employment agreement | Not specifically disclosed for Mr. Tukanov; company notes several executives provide services on an at-will basis with standard statutory Kazakh agreements at subsidiaries (example provided for certain NEOs) |
| Severance / change-in-control | Company discloses no contracts, plans, or arrangements with NEOs providing for payments upon termination or change in control (policy reiterated in multiple proxies) |
| Clawback / recoupment | Comprehensive recoupment policy effective Oct 2023 (SEC/Nasdaq-compliant plus discretionary misconduct clawback) |
| Nonqualified deferred comp | None; company does not offer a deferred comp program |
| Pension/SERP | None; no company-sponsored pension; only contributions to national programs where required |
Compensation Committee Analysis
- Committee composition and process: 2025 Compensation Committee comprised of Amber Williams (Chair), Andrew Gamble, Timur Turlov, and Philippe Vogeleer; committee retains independent consultant (Aon) and sets goals, reviews peer data, and oversees disclosures .
- Governance practices: No hedging/pledging, no automatic salary increases, no pension/deferred comp, and no severance/change-in-control payments for NEOs; mix of cash and equity with pay-for-performance emphasis .
- Equity program: Multi-year vesting; FY 2025 policy disclosed no option grants; plan capacity at March 31, 2025 was 1,207,526 shares under the 2019 Plan .
Investment Implications
- Pay-for-performance alignment: Tukanov’s long-term equity features multi-year vesting through 2026 with stock-price hurdles (≥70% of prior reference), strengthening alignment but forfeiting tranches if price gates are missed .
- Retention dynamics: Continued scheduled vesting (annual 3,000-share tranches) supports retention through 2026, while the absence of severance/change-in-control protections reduces “pay for failure” risk but may modestly elevate voluntary departure risk in adverse scenarios .
- Ownership and trading pressure: Beneficial ownership is small (<1%), implying limited direct insider alignment through personal stake; upcoming annual vest dates (May 18) are relevant monitoring points for potential Form 4 activity, though hedging/pledging is prohibited by policy .
- Risk controls: Adoption of an SEC/Nasdaq-compliant clawback with discretionary recoupment for misconduct and prohibition of hedging/pledging reduce governance and incentive risk tail events .
- Cash comp trajectory: Salary increased to a $285,234 annualized rate effective April 1, 2023, while FY23 cash bonus was modest; FRHC’s 2025 STIP table did not include Tukanov as an NEO, limiting current visibility into his short-term plan participation .