Amber Williams
Freedom HoldingAbout Amber Williams
Amber Williams is a 44-year-old independent Class II director at Freedom Holding Corp., serving since November 2020 and continuing in office until the 2027 Annual Meeting; she is the Lead Independent Director and a Certified Public Accountant licensed in 2010 . She is designated by the Board as an “audit committee financial expert,” reflecting deep audit and internal controls expertise; her education includes a B.S. in Accounting (2004) and a Master of Accounting (2005), both from the University of Utah . FRHC is a Nasdaq-listed “Controlled Company” with independence exemptions due to CEO Timur Turlov’s ~70% ownership, though Williams herself is independent under Nasdaq Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton | Various accounting/audit roles; planned/managing audits incl. internal control testing | 2004–2012 | — |
| PricewaterhouseCoopers | Various accounting/audit roles; internal controls | 2004–2012 | — |
| Goldman Sachs | Accounting/finance roles | 2004–2012 | — |
| Basic Research | Accounting/finance roles; assisted product launch; part of management team for business unit sale; process improvement | 2004–2012 | — |
| Consulting (self-employed) | CFO and accounting consulting services | 2012–2018 | — |
| Brixey & Meyer (CPA firm) | Manager; led team providing CFO/accounting/HR functions | 2018–2019 | — |
| Self-employed | Independent practitioner | 2019–present | — |
External Roles
- No other public company directorships disclosed for Williams .
Board Governance
| Committee | Williams’ Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 13 | Board-designated audit committee financial expert |
| Compensation | Chair | 10 | Committee includes CEO (non-independent) under Controlled Company exemption |
| Risk | Member | 7 | — |
| Telecom | Member | 3 | — |
- Lead Independent Director: Established by the Board in fiscal 2023; Williams serves as principal liaison between non-employee directors and management .
- Independence: Board affirms Williams is independent under Nasdaq Rule 5605; FRHC is a Controlled Company and utilizes certain independence exemptions (e.g., CEO on Compensation Committee), while the Audit Committee consists solely of independent directors .
- Board activity: The Board met 14 times in FY2025; directors attended all meetings except for two meetings where one director was absent, and non-employee directors held several executive sessions without management .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $200,000 | Paid quarterly; no meeting fees |
| Audit Committee Chair fee | $75,000 | Effective April 1, 2024 |
| Compensation Committee Chair fee | $50,000 | Effective April 1, 2024 |
| Lead Independent Director fee | $75,000 | Effective April 1, 2024 |
| Telecom Committee Chair fee | $50,000 | Effective Oct 16, 2024; Williams is a member, not chair |
| Meeting fees | $0 | No attendance fees; reasonable travel reimbursed |
| Amber Williams FY2025 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $391,621 |
| Stock Awards | $0 |
| All Other Compensation | $0 |
| Total | $391,621 |
Performance Compensation
- No equity grants or options were awarded to non-employee directors in FY2025; as of March 31, 2025, none held outstanding stock options or equity awards .
Other Directorships & Interlocks
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | — |
- Compensation Committee interlock: CEO and controlling shareholder Timur Turlov serves as a member of the Compensation Committee under Controlled Company exemptions, reducing full independence of the committee .
Expertise & Qualifications
- CPA license earned in 2010; professional experience in accounting, auditing, finance, and internal controls .
- Audit committee financial expert designation under Item 407(d)(5)(ii) and Rule 10A-3; chairs Audit Committee overseeing financial reporting, internal controls, compliance, and related-party transaction reviews .
- Education: B.S. in Accounting (2004) and Master of Accounting (2005), University of Utah .
Equity Ownership
| Holder | Shares Beneficially Owned (3/31/2025) | % of Shares Outstanding |
|---|---|---|
| Amber Williams | 0 | 0.0% |
- Policy prohibits hedging, pledging, short sales, and derivative transactions by directors and certain employees, reinforcing alignment and risk controls .
Governance Assessment
- Board effectiveness signals: Williams is Lead Independent Director and chairs two high-impact committees (Audit and Compensation), with robust committee activity (Audit 13 meetings; Compensation 10), supporting oversight of financial reporting, pay practices, risk, and telecom strategy .
- Independence and oversight: She is independent under Nasdaq rules and designated as audit committee financial expert; Audit Committee comprises only independent directors and oversees related-party transactions .
- Investor sentiment: Say-on-pay received ~96% approval at the 2024 Annual Meeting, indicating strong shareholder support for compensation governance at that time .
- Potential red flags: FRHC’s Controlled Company status allows non-independent directors on key committees, including CEO on the Compensation Committee; this structure may constrain fully independent oversight of executive pay decisions .
- Alignment considerations: Williams had no personal share ownership as of March 31, 2025, and directors received cash-based retainers without equity grants in FY2025, limiting direct equity alignment despite anti-hedging/pledging policies .
- Attendance/engagement: Overall Board attendance was high (14 meetings; only two meetings had a single absence), and non-employee directors met in executive session several times, supporting independent board dialogue .