Sergey Lukyanov
Freedom HoldingAbout Sergey Lukyanov
Sergey Lukyanov (age 50) serves as Chairman of the Management Board of Freedom KZ (since March 2020) and Chairman of the Board of Freedom Finance Global PLC (since May 2020). He oversees FRHC’s operations in Kazakhstan, Uzbekistan and Kyrgyzstan and holds a Bachelor’s degree in engineering from the Moscow Institute of Electronics and Mathematics . Company revenue grew from $799.1M (FY2023) to $1,666.4M (FY2024) and $2,050.5M (FY2025), providing context for incentive outcomes during his tenure . As a named executive officer (NEO), his FY2025 compensation was primarily salary with a modest cash bonus and no new stock grant recorded in the Summary Compensation Table .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Finam investment group | Senior positions | 2009–2016 | Senior leadership roles in a leading Russian investment group, providing brokerage/business development experience . |
| VTB 24 | Head of investment department (retail brokerage) | 2016–2018 | Led development of retail brokerage business at VTB 24 . |
| Otkritie Bank / Otkritie Investments | Vice President; Director of Otkritie Investments | 2018–2020 | Oversaw brokerage business; expanded operational leadership ahead of joining FRHC . |
Fixed Compensation
Multi-year compensation (USD) as reported in the Summary Compensation Table.
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $280,476 | $0 | $855,503 |
| Bonus | $442,034 | $0 | $177,981 |
| Stock Awards | $632,959 | $0 | $0 |
| All Other Compensation | $47,840 | $0 | $135,940 |
| Total | $1,403,309 | $0 | $1,169,424 |
Notes and detail:
- FY2025 adjusted base salary: $855,503; Lukyanov is paid in Kazakhstan tenge .
- FY2025 All Other Compensation includes social tax $112,717 and car/travel allowance $23,223 .
- Employment contract (Freedom Finance JSC/Freedom KZ) monthly salary set at 9,520,000 KZT under April 3, 2023 supplementary agreement; contract is indefinite-term (Employment Contract No. 20-13 dated Feb 3, 2020) .
Performance Compensation
Annual Short-Term Incentive (Cash) – FY2025
| Metric | Weighting | Target | Actual | Payout | Vesting/Conditions |
|---|---|---|---|---|---|
| KPIs set by compensation committee, aligned to functional responsibilities | Not disclosed | Not disclosed | Not disclosed | $177,981 | Must be employed during fiscal year earned and at payment time . |
- Actual bonus equaled 21% of FY2025 adjusted base salary ($177,981 vs. $855,503) .
Long-Term Incentives (Equity)
| Award type | Grant/Units | Vesting schedule | Performance/vesting conditions | Other terms |
|---|---|---|---|---|
| Restricted shares | 42,400 | 21,200 on May 18, 2025; 21,200 on May 18, 2026 | “Vesting Conditions”: vesting requires continuous service and a stock-price hurdle—20-trading-day weighted average price before vest date must exceed 70% of the weighted average price on the immediately preceding vesting date; if not, shares scheduled to vest are forfeited . | Dividends/distributions on unvested shares held in custody; no assignment/pledge/transfer before vesting . |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares beneficially owned | Percent of outstanding |
|---|---|---|
| Sergey Lukyanov | 119,800 | “*” (less than 1%) |
- The above includes 42,400 restricted shares subject to vesting conditions (21,200 scheduled for May 18, 2025 and 21,200 for May 18, 2026) .
- Shares outstanding as of March 31, 2025 were 60,993,949 .
- No disclosures found in reviewed materials regarding pledging/hedging by Lukyanov, ownership guidelines, or compliance status; proxy footnotes discuss restrictions on unvested shares but do not indicate pledging by Lukyanov .
Employment Terms
| Agreement | Effective date / term | Key economics | Termination/Severance | Change of control | Other provisions |
|---|---|---|---|---|---|
| Employment Contract (Freedom Finance JSC / Freedom KZ) No. 20-13 | Feb 3, 2020; indefinite term | Supplementary agreement (Apr 3, 2023): 9,520,000 KZT monthly salary; paid in KZT | Labor dispute and modification processes under Kazakhstan law; indefinite employment framework | Not specified in contract exhibit | Kazakhstan governing framework; position tied to FRHC subsidiary . |
| Agreement as Chairman of the Board of Directors, Freedom Finance Global PLC | Sept 1, 2020; valid until termination of powers | Remuneration per shareholder resolutions (amount not specified in this exhibit) | Chairman may resign by written notice; termination upon shareholder decision or board term end | Not specified in exhibit | AIFC law governs; two-language execution; amendments in writing . |
| Company-wide (NEOs) | — | — | FRHC discloses no contracts/arrangements that would result in payments upon resignation, retirement, termination, or change in control for NEOs | No CoC payouts; no single/double-trigger payouts for NEOs | No deferred compensation or company pensions; only state-mandated programs where applicable . |
Additional Context: Compensation Peer Group
FRHC used a financial-services peer group for fiscal 2025 (unchanged from FY2024), including 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), MarketAxess (MKTX). The committee does not target a fixed percentile but reviews competitiveness vs. this set .
Investment Implications
- Alignment and structure: Lukyanov’s FY2025 pay mix skews toward fixed compensation (salary $855.5K, modest bonus $178K; no new stock award in SCT), which can weaken direct pay-for-performance alignment vs. peers; however, his 42.4K restricted shares carry a price-based vesting hurdle, adding performance linkage and potential retention value .
- Vesting and potential selling pressure: Two vesting events (May 18, 2025 and May 18, 2026) could create incremental supply if shares vest and are sold; the hurdle (≥70% of prior vesting-date 20-day VWAP) can defer/forfeit vesting if price conditions aren’t met, mitigating immediate overhang risk .
- Ownership and incentives: Beneficial ownership of 119.8K shares (<1%) indicates limited direct equity exposure vs. FRHC’s large insider concentration (CEO holds ~69.5%), suggesting Lukyanov is incentive-aligned but not a major stockholder; his incentives rely on continued role performance and meeting vesting hurdles .
- Retention risk and governance economics: The absence of severance or change-in-control protections for NEOs reduces entrenchment and cost of management turnover but may elevate retention risk during strategic transitions or control events .
- Benefits/perquisites: FY2025 included social tax and car/travel allowances; no company deferred comp or pension plans (outside national programs), signaling a relatively “clean” pay design with limited legacy liabilities .
Overall: Lukyanov’s compensation emphasizes steady cash with smaller at-risk components relative to other NEOs, while outstanding restricted stock with a price hurdle supports medium-term alignment. Watch the May 2026 vesting milestone for incremental supply and track any new FY2026 awards as FRHC re-evaluates executive compensation for the year .