Andrew Gamble
Freedom HoldingAbout Andrew Gamble
Andrew Gamble, age 71, is an independent Class II director of Freedom Holding Corp. (FRHC), appointed May 28, 2024, with his term continuing until the 2027 Annual Meeting. He spent 1977–2009 as a partner at Hogan Lovells in senior leadership roles (Head of International Banking Practice; London Regional Managing Partner; International Management Board member; Head of Africa Practice) and helped open the firm’s offices in Moscow, Warsaw, Dubai, and Johannesburg; he also served in Frankfurt. He currently works as an independent consultant and serves on the board of Africa Credit Opportunities Limited; he recently stepped down from the board of Zenith Bank (UK) Limited; he is Chairman of the Board of Grata International (Swiss verein). He holds a BA in Law (Honours) from St. Catharine’s College, Cambridge, and professional qualifications from the College of Law, Guildford. Skills noted: deep financial sector expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hogan Lovells | Partner; Head of International Banking Practice; London Regional Managing Partner; International Management Board member; Head of Africa Practice | 1977–2009 | Instrumental in opening offices in Moscow, Warsaw, Dubai, Johannesburg; served in Frankfurt |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Africa Credit Opportunities Limited | Director | Current | Board service in financial sector |
| Zenith Bank (UK) Limited | Director | Recently stepped down | Prior UK banking board experience |
| Grata International (Swiss verein) | Chairman of the Board | Current | Holding company for regional law firm focused on former Soviet Union and neighboring countries |
Board Governance
- Independence: The Board affirmatively determined Gamble is independent under Nasdaq Rule 5605. FRHC is a Controlled Company (CEO/Chair Timur Turlov ~70% ownership), and certain committees include non-independent members; the audit committee is fully independent.
- Board leadership: CEO Timur Turlov serves as Chairman; Amber Williams is Lead Independent Director.
- Attendance: The Board met 14 times in FY2025; all directors attended all meetings except for two meetings that had one director absent (individual director attendance rates not disclosed).
Committee Assignments (current as of the proxy date)
| Committee | Role |
|---|---|
| Audit | Member |
| Compensation | Member |
| Nominating & Corporate Governance | Member |
| Risk | Chair |
| Transactions | Member |
| Telecom | Not a member |
Committee Activity (FY2025)
| Committee | Meetings (#) |
|---|---|
| Audit | 13 |
| Compensation | 10 |
| Nominating & Corporate Governance | 9 |
| Risk | 7 |
Notes:
- Gamble joined Audit upon his appointment in May 2024; committee line-up confirmed October 16, 2024.
- Compensation committee composition changed October 16, 2024; Gamble appointed as member; CEO/Chairman Turlov (non-independent) also serves on Compensation per Controlled Company exemptions.
- Nominating & Corporate Governance composition adjusted October 16, 2024; Gamble appointed as member.
Fixed Compensation
Director Fee Policy (effective FY2025 unless noted)
| Component | Annual Amount |
|---|---|
| Non-employee director annual cash fee (retainer) | $200,000 |
| Audit Committee Chair | $75,000 |
| Compensation Committee Chair | $50,000 |
| Risk Committee Chair | $50,000 |
| Transactions Committee Chair | $50,000 |
| Nominating & Corporate Governance Chair | $50,000 |
| Lead Independent Director | $75,000 |
| Telecom Committee Chair (effective Oct 16, 2024) | $50,000 |
No meeting attendance fees; reasonable travel reimbursement only. Directors who are employees receive no Board fees.
FY2025 Compensation Received (non-employee directors)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Andrew Gamble* | 212,271 | — | — | 212,271 |
*Prorated for service starting May 28, 2024.
Performance Compensation
| Item | FY2025 Disclosure |
|---|---|
| Equity Awards (RSUs/PSUs/DSUs) | None awarded to non-employee directors in FY2025; no outstanding stock options or other equity awards as of March 31, 2025. |
| Option Awards | None; no options outstanding. |
| Performance Metrics (e.g., revenue, EBITDA, TSR) | None disclosed for director compensation. |
| Clawbacks / COI provisions tied to director pay | Not disclosed in director compensation section. |
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Potential Interlock Notes |
|---|---|---|---|
| Africa Credit Opportunities Limited | Director | Not disclosed | Financial sector exposure; no FRHC related-party transactions disclosed. |
| Zenith Bank (UK) Limited | Former Director | Not disclosed | Banking governance experience; no FRHC related-party transactions disclosed. |
| Grata International (Swiss verein) | Chairman of the Board | Not disclosed | Legal network in former Soviet Union; no FRHC related-party transactions disclosed. |
Expertise & Qualifications
- Deep financial sector expertise; long-standing advisory to banks and structuring cross-border financings (Middle East, CIS including Kazakhstan).
- Senior leadership in global law firm operations; opening international offices and governance roles (management board).
- Legal education and professional qualifications (Cambridge; College of Law, Guildford); publications in finance and law.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Andrew Gamble | — | — |
As of March 31, 2025, FRHC had 60,993,949 shares outstanding. Gamble reported no beneficial ownership; no pledging or derivative holdings disclosed.
Governance Assessment
- Committee effectiveness and engagement: Gamble chairs the Risk Committee (7 meetings), sits on Audit (13 meetings), Compensation (10), and Nominating & Corporate Governance (9), indicating strong committee workload and exposure to core oversight areas (financial reporting, ERM, pay, nominations).
- Independence and skills: Affirmed independent under Nasdaq rules; background shows substantial financial-sector and international governance expertise, supporting audit/risk oversight.
- Compensation mix and alignment: FY2025 director compensation was entirely cash ($212,271, prorated) with no equity awards to non-employee directors, which may limit long-term alignment versus equity-based structures commonly used for directors.
- Ownership alignment: No beneficial ownership reported for Gamble, further moderating “skin-in-the-game” alignment; however, FRHC is a Controlled Company with the CEO holding ~69.5% of shares.
- Board structure risk: Controlled Company status with CEO/Chair also serving on Compensation Committee introduces potential conflicts in pay-setting and broader governance; audit committee remains fully independent.
- Attendance signal: The Board met 14 times; near-full attendance was reported in aggregate, though director-specific attendance rates were not disclosed.
- Related-party transactions oversight: Audit Committee charter explicitly covers review/approval of related-party transactions; no related-party transactions tied to Gamble were disclosed.
Red Flags
- Controlled Company governance: Non-independent CEO/Chair on Compensation Committee under Controlled Company exemptions.
- Limited alignment: No director equity grants in FY2025 and zero reported ownership for Gamble.
Mitigating Factors
- Independent committee leadership and membership breadth (Risk Chair; Audit/Nom/Comp member).
- Lead Independent Director role established (Amber Williams), and fully independent Audit Committee.