Freedom Holding re-elects two directors after CFO change, Kelimbetov exit

Shareholders of Freedom Holding Corp, the Nasdaq-listed financial group that calls Kazakhstan its main market, re-elected two directors, Askar Tashtitov and Boris Cherdabayev, at a virtual annual meeting on 16 September, an 8-K filing showed.

Tashtitov received 42,851,938 votes in favour and 55,543 withheld, and Cherdabayev 42,674,821 in favour and 232,660 withheld. Both were elected as Class I directors to serve until the 2029 annual meeting.

The meeting also approved the pay of named executive officers in an advisory vote, with 42,637,294 votes for and 269,328 against, or about 99.4 per cent of the votes for or against, a Boards and Capital calculation. Deloitte LLP in Kazakhstan was ratified as auditor for the 2027 fiscal year, with 43,802,420 votes for and 5,291 against (8-K). Shares represented at the meeting totalled 43,808,400, about 68.7 per cent of the 63,803,116 shares entitled to vote on the same basis.

A controlled company

Timur Turlov, the chief executive and chairman, owned approximately 66.5 per cent of the common stock on 29 July, the proxy statement says. That makes Freedom a controlled company under Nasdaq rules, which exempt it from having a majority-independent board or fully independent nominating and compensation committees. The company said the board "presently consists of a majority of independent directors" but that "may not always be the case".

The 8-K does not break the vote down by holder. A table in the proxy statement lists Turlov with 42,405,112 shares as of 31 March. If he voted all of them in favour, they would account for about 99 per cent of the votes cast for each nominee, a Boards and Capital calculation. Withheld votes were 0.5 per cent of the votes for or withheld for Cherdabayev and 0.1 per cent for Tashtitov.

Opposition to executive pay has been small but is rising. Votes against went from 18,826 in 2024 to 165,102 in 2025 and 269,328 this year, the meeting filings for 2024, 2025 and 2026 show. At the 2025 meeting, 702,102 votes were withheld from Turlov's re-election and 352,155 from that of independent director Philippe Vogeleer.

Tashtitov, the company's president, has been a director since May 2008 and is classed as non-independent, the proxy statement says. Cherdabayev, 72, is classed as independent and sits on the audit, nominating and governance, transactions and telecom committees. The board has three classes: Class II directors Andrew Gamble and Amber Williams serve until 2027 and Class III directors Turlov and Philippe Vogeleer until 2028 (proxy statement).

A smaller board

The board has six members after Kairat Kelimbetov resigned on 8 July. The company said in an 8-K that his departure was not related to any disagreement and that it cut the board from seven directors to six. The proxy statement describes him as a former employee director who sat on the nominating and corporate governance and risk committees. The annual report filed in June said the company used an exemption to let him sit on the nominating committee (10-K).

Two of the six directors are executive directors, Turlov and Tashtitov. The other four, Cherdabayev, Gamble, Vogeleer and Williams, are classed as independent (proxy statement). The audit, nominating, compensation and transactions committees consist solely of independent directors. The risk committee has two independents and Tashtitov, and the telecom committee three independents and one non-independent director. Turlov left the compensation committee on 30 March, the proxy statement says.

New finance chief

Freedom also changed its chief financial officer in June. Evgeny Ler, who had held the post since November 2015, resigned on 25 June to become a special adviser to Turlov on financing and mergers and acquisitions. The board appointed Valeriy Kim, 37, in his place, an 8-K said. Kim had been chief executive of the subsidiary Freedom Holding Operations since 2024 and was chief financial officer of Freedom Finance Global PLC from 2020 to 2024.

On the compensation committee's recommendation, the board approved for Kim a base salary of $1,132,692, an annual cash bonus of $1,000,000 and an annual award of 15,000 shares with an estimated grant value of $2,155,500 (8-K).