Freedom Holding Corp (FRHC) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on September 19, 2024, with voting on director elections, executive compensation, say-on-pay frequency, and auditor ratification.

• Proxy materials are primarily distributed online to reduce costs and environmental impact, with paper copies available upon request.

• Shareholders of record as of July 24, 2024, are entitled to vote, with 60,721,010 shares outstanding.

• Voting can be done online, by phone, mail, or during the virtual meeting using a unique control number.

Voting matters and shareholder proposals

• Election of three Class II directors to serve until the 2027 annual meeting.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Advisory vote on the frequency of say-on-pay votes, with the board recommending annual votes.

• Ratification of Deloitte LLP as independent registered public accounting firm for fiscal 2025.

• No shareholder proposals were submitted for the 2024 meeting; procedures for 2025 proposals are detailed.

Board of directors and corporate governance

• Board consists of seven members, including a majority of independent directors, though the company is a Nasdaq “Controlled Company.”

• Board diversity matrix: 1 female, 3 Asian, 3 non-minority, 7 total directors.

• Lead Independent Director role established; Amber Williams currently serves in this position.

• Board committees: audit, compensation, nominating and corporate governance, risk, and transactions, with independent directors chairing key committees.

• Board met 15 times in fiscal 2024; all directors attended at least 75% of meetings.