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Billie Williamson

Lead Independent Director at Cushman & WakefieldCushman & Wakefield
Board

About Billie Williamson

Billie Ida Williamson (age 72) has served on the Cushman & Wakefield board since 2018; she is the Lead Independent Director and chairs the Audit Committee . A certified public accountant and former Big Four senior assurance partner, she brings deep expertise in finance, risk management, financial reporting, internal controls, and audit; the company also identifies her as an audit committee financial expert . Current external public company directorships include Pentair plc (NYSE: PNR) and Cricut, Inc. (NASDAQ: CRCT) .

Past Roles

OrganizationRoleTenureCommittees/Impact
Ernst & Young LLPSenior Assurance Partner1974–1993; 1998–2011Extensive audit/financial reporting and internal controls leadership
Marriott International, Inc.Senior Vice President, Finance and Corporate Controller1996–1998Public company controller experience
AMX CorporationChief Financial Officer1993–1996Corporate finance leadership

External Roles

CompanyRoleTenureCommittees/Impact
Pentair plc (NYSE: PNR)DirectorNot disclosedNot disclosed in CWK proxy
Cricut, Inc. (NASDAQ: CRCT)DirectorNot disclosedNot disclosed in CWK proxy
Prior boards (selected): Kraton, XL Group, CSRA, Janus Capital Group, Annie’s, ExelisDirectorHistoricalAdds broad public company governance perspective

Board Governance

  • Roles and committees: Lead Independent Director; Audit Committee Chair .
  • Independence: Listed as “Lead Independent Director”; all standing committees consist solely of independent directors .
  • Attendance and engagement: The Board met 4 times in 2024; Audit Committee 11, Compensation 4, NomGov 4. Each director attended ≥75% of Board and committee meetings in 2024; five of ten directors attended the 2024 AGM .
  • Executive sessions: Company discloses regular executive sessions of independent directors .
  • Governance evolution: Board moving to annual elections via phased declassification beginning 2026 (advisory resolution in redomiciliation process) .

Fixed Compensation

Element20232024 (program changes effective May 2, 2024)
Annual Board retainer (Non‑Employee Directors)$100,000 $110,000
Lead Independent Director retainerNot specified$40,000
Audit Chair retainer$40,000 $40,000
Comp Chair retainer$25,000 $25,000
NomGov Chair retainer$15,000 $20,000
Committee member (Audit/Comp/NomGov)$10k/$10k/$5k $10k/$10k/$10k
Meeting feesNone (no per‑meeting fees; expenses reimbursed) None (no per‑meeting fees; expenses reimbursed)
YearFees Earned or Paid in CashStock Awards (Grant‑date fair value)Total
2023$140,000 $180,001 $320,001
2024$173,241 $180,004 $353,245

Notes:

  • Directors affiliated with Principal Shareholders were not eligible for fees; program reset and lead director retainer confirmed in May 2024 .
  • Director compensation continues under new bye‑laws post‑redomiciliation; responsibilities unchanged .

Performance Compensation

Item20232024
Annual equityRSUs with grant‑date value $180,001; grant date May 11, 2023 RSUs with grant‑date value $180,004; grant date May 16, 2024
Vesting scheduleVests on earlier of 1st anniversary or next AGM Vests on 1st anniversary of grant (2024 policy language); grants on/after May 16, 2024 under Second Amended & Restated 2018 Omnibus Director Plan
Performance metricsNone; director RSUs are time‑vesting (no performance conditions)

Other Directorships & Interlocks

CategoryDetails
Current public boardsPentair plc; Cricut, Inc.
Interlocks/conflicts with CWKNo Item 404 related‑party relationships disclosed for 2024 Compensation Committee; no specific related‑party transactions disclosed relating to Ms. Williamson in 2024–2025 related‑party sections .
Governance oversightAudit Committee oversees related‑party transaction policy and approvals .

Expertise & Qualifications

  • CPA with 40+ years across EY, Marriott (Corporate Controller), and AMX (CFO) spanning audit, financial reporting, internal controls, and risk management .
  • Designated Audit Committee Financial Expert; Audit Committee chaired by Williamson; all members qualify as financial experts .
  • Experience contributes to governance trend awareness and public company oversight .

Equity Ownership

Metric12/31/20238/26/2025
Shares held outright50,345 88,992
RSUs outstanding23,196 Not disclosed in 2025 redomiciliation proxy
Ownership guideline statusMet (5x annual cash retainer guideline) Company states directors were in compliance as of 12/31/2024
Ownership as % of SO<1% (231,531,216 SO as of 8/26/2025)
Hedging/pledgingProhibited (no hedging, no pledging, no margin)
Stock ownership guidelineNon‑Employee Directors: 5x annual cash retainer; 100% retention of after‑tax shares until met; compliance assessed annually (May 31)

Governance Assessment

  • Strengths
    • Independent leadership: Lead Independent Director plus Audit Chair role supports robust oversight; Audit Committee composed entirely of independent directors with financial expertise .
    • Deep accounting/audit credentials (CPA; former EY Senior Assurance Partner) aligned with Audit Committee mandate .
    • Active engagement: ≥75% attendance by all directors in 2024; Audit Committee met 11 times, suggesting active risk/controls oversight .
    • Ownership alignment: Met 5x retainer ownership guideline; company‑wide prohibition on hedging/pledging; retention until compliance achieved .
    • Governance trajectory: Phased declassification to annual director elections from 2026 enhances accountability .
    • Concentrated shareholder influence reduced: Founding Shareholders’ nomination rights and Shareholders Agreement terminated June 7, 2024, lowering potential sponsor control .
  • Watch‑items / Potential risks
    • Director equity is time‑based (no performance conditions), a common market practice but offers limited performance linkage for directors .
    • Redomiciliation governance differences: Under Bermuda law, director remuneration is board‑determined (no mandatory shareholder approval), and indemnification/expense advancement provisions are expansive—both standard for Bermuda but may modestly weaken direct shareholder say on director pay compared with prior U.K. regime .
    • Multiple external directorships (Pentair, Cricut) increase workload; no attendance shortfall disclosed for 2024 .

RED FLAGS: None disclosed relating to related‑party transactions, hedging/pledging, or attendance shortfalls for Ms. Williamson in 2024–2025 company disclosures .