Timur Turlov

About Timur Turlov

Timur Turlov (age 37) is the Chief Executive Officer and Chairman of the Board of Freedom Holding Corp. (FRHC) and has served in these roles since November 2015; he is the Company’s controlling stockholder, owning approximately 69.5% of outstanding shares as of March 31, 2025 . He holds a B.S. in economics and management from Russia State Technic University (named after Tsiolkovsky) and professional certificates in stock exchange operations and broker/dealer management from the Russian National Securities Market Association . Pay-versus-performance disclosures indicate FRHC’s Company TSR value of an initial $100 investment declined to $248 by fiscal 2025, while share price (CSM) rose to $132, with reported net income of $84,521 (table-defined values); the committee states share price is the performance measure linking compensation actually paid to NEOs .

Past Roles

External Roles

Fixed Compensation

All Other Compensation components detail:

Pay Ratio (CEO vs median employee, fiscal 2025): 952 to 1 .

Performance Compensation

Annual Short-Term Cash Incentive (FY2025):

• Program design: FY2025 short-term cash incentives tied to achievement of KPIs set by the compensation committee; specific KPI names, weightings, and targets for the CEO are not disclosed .
• Long-term incentives: No stock options granted in FY2025; the Company did not grant options in FY2025 and had no timing policies around MNPI for options; CEO held no outstanding options as of March 31, 2025 .

Outstanding Equity Awards (as of March 31, 2025):

Equity Ownership & Alignment

• Equity plans: 1,207,526 shares remaining available under the 2019 Equity Incentive Plan as of March 31, 2025 .
• Vested vs unvested for CEO: No outstanding equity awards reported; vesting not applicable .

Employment Terms

• Tenure: CEO and Chairman since November 2015 .
• Severance/Change-in-control: The Company states it has no contracts, agreements, plans or arrangements providing for potential payments upon termination or change in control for any NEOs (including CEO) .
• Clawback: Compensation Recoupment Policy adopted October 2023 per SEC/Nasdaq rules; includes recovery of erroneously paid performance-based compensation and discretionary clawback for misconduct, including time-based compensation .
• Deferred compensation: None; the Company does not have a deferred compensation program for NEOs .
• Pension/retirement: None; the Company does not offer company-sponsored pension or retirement benefits; contributions to nationally sponsored programs may be required in certain countries .
• Hedging/pledging: Prohibited for covered persons (directors/executives) and family members .

Board Governance

• Board service: Class III Director since November 2015; continuing in office until the 2025 Annual Meeting .
• Committee roles: Compensation Committee Member; Telecom Committee Member . Compensation Committee met 10 times in fiscal 2025; Chair is Amber Williams .
• Independence and controlled status: Non-independent; Company is a “Controlled Company” under Nasdaq rules due to Mr. Turlov holding approximately 70% of outstanding common shares; as a Controlled Company, FRHC utilizes certain exemptions to committee independence requirements .
• Lead Independent Director: Amber Williams (established during fiscal 2023) .
• Executive sessions: Non-employee directors met in executive sessions several times during fiscal 2025 without CEO or other employee directors .

Performance & Track Record (Selected Pay-versus-Performance Disclosures)

• The compensation committee indicates FRHC share price is the performance measure used to link compensation actually paid to NEOs .
• Advisory say-on-pay: FRHC holds an annual advisory vote; next planned at the 2026 Annual Meeting .

Investment Implications

• Alignment and control: With 69.5% ownership, Turlov’s economic alignment is high; pledging/hedging prohibitions further reduce misalignment or leverage-related risk . Dual role (CEO + Chairman) and compensation committee membership under controlled company status present governance/independence considerations; FRHC employs a Lead Independent Director and independent-majority committees (except permitted members) to mitigate oversight risks .
• Pay-for-performance: CEO pay is predominantly cash (salary + annual cash incentive); FY2025 bonus at 171% of salary reflects strong KPI achievement, but lack of disclosed metric names/weightings limits external verification of pay-for-performance rigor . No FY2025 equity grants or outstanding awards for CEO reduces near-term insider selling pressure tied to vesting; dilution capacity exists under the 2019 plan but issuance cadence for CEO has been minimal recently .
• Retention and severance economics: No severance or change-in-control protections for CEO reduces “golden parachute” liabilities; clawback adoption adds downside accountability in restatement/misconduct scenarios . Perquisites declined notably from FY2024 to FY2025 (car/travel allowance), indicating tighter cash components year-over-year .
• Performance signals: Pay-versus-performance shows share price at $132 and Company TSR $248 by FY2025 while net income declined versus FY2024; the committee asserts share price drives compensation actually paid. Monitoring future committee disclosures on KPI frameworks and any shift toward equity-linked incentives will be important for assessing alignment and long-term value creation .