Sector: Financials
FREEDOM HOLDING CORP · Meeting: September 16, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
AGAINST
Election of Two Class I Directors
Tashtitov has served as a director since May 2008 and as President since 2018; FRHC's 3-year total return of +82.9% is essentially in line with the disclosed compensation peer group median of +82.2% (gap of only +0.7 percentage points), well within the 65-percentage-point threshold required to trigger a vote against, and no overboarding, attendance, independence, or familial-relationship concerns were identified.
Cherdabayev has served as an independent director since February 2019 and brings extensive executive and board experience with Kazakhstan and U.S. public companies; FRHC's 3-year total return is in line with its peer group median (gap of +0.7 percentage points, far below the 65-percentage-point trigger threshold), and while four late SEC Form 4 filings were disclosed, the proxy attributes these to a documented technical EDGAR login error resolved promptly, which does not rise to the level of a governance disqualifier under the policy.
Both Class I nominees pass all policy screens: FRHC's strong 3-year total return of +82.9% is essentially matched to the peer group median of +82.2%, no TSR trigger fires, both directors attended 100% of board meetings in fiscal 2026, neither is overboarded, neither has a familial relationship with senior management, and both have relevant qualifications for the company's industry and stage.
CEO
Timur Turlov
Total Comp
N/A
Prior Support
99%%
CEO Timur Turlov received total compensation of $17,043,328 for fiscal 2026, a very large increase from $7,512,043 in fiscal 2025, driven primarily by $8,293,328 in 'all other compensation' that includes $7,402,006 in car and travel allowances — an unusually large perquisite-style item that inflates total pay well above what a CEO at a comparable $9.4 billion market cap financial services firm would typically receive, and which raises concerns about pay structure even if the company disclosed 99% prior-year say-on-pay support. For a CEO at a roughly $9 billion market cap financial services company, a base salary of $6,250,000 alone exceeds typical benchmarks for this size band, and the total package of $17 million is more than double the prior year with no corresponding stock award component for the CEO while a very large portion of 'at risk' compensation cited by the company is attributable to a single NEO (Yerdessov) rather than the CEO, meaning the CEO's own pay mix is dominated by fixed salary and cash bonus rather than truly performance-linked equity. The compensation committee also chose not to retain an independent compensation consultant for fiscal 2026, relying instead on year-old data from fiscal 2025, which weakens the governance process supporting this pay decision.
Auditor
Deloitte LLP (Kazakhstan)
Tenure
N/A
Audit Fees
$8,177,849
Non-Audit Fees
$4,260,010
The non-audit fee ratio exceeds the policy's 50% threshold: non-audit fees (audit-related fees of $4,251,914 plus other fees of $9,096, totaling $4,261,010) represent approximately 52% of core audit fees of $8,177,849. The audit-related fees were primarily for capital market transaction services outside the United States, which are not part of the statutory audit scope and must be counted as non-audit fees under the policy. Because this ratio exceeds 50%, the non-audit financial relationship has grown large enough to raise auditor independence concerns, triggering a vote against ratification. Auditor tenure was not disclosed in the proxy, so the tenure trigger does not fire, but the non-audit fee ratio alone is sufficient to warrant a vote against.
The 2026 Freedom Holding Corp. annual meeting presents three proposals: director elections (both nominees pass all policy screens given strong peer-relative stock performance), auditor ratification (vote against due to non-audit fees exceeding 50% of audit fees), and say-on-pay (vote against due to CEO total compensation of $17 million that is significantly above benchmark for a $9.4 billion financial services firm, driven largely by $7.4 million in car and travel allowances, combined with a weakened governance process from the absence of an independent compensation consultant in fiscal 2026). No stockholder proposals were submitted for the 2026 annual meeting.
16 companies disclosed in 2026 proxy filing
