Gavin Turner
About Gavin M. Turner
Gavin M. Turner, age 52, has served as an independent director of Brilliant Earth Group, Inc. since its formation in 2021. He co-founded growth equity firm Mainsail Partners in April 2003 and serves as Managing Partner; previously he held investment roles at Summit Partners from 1995 to 2002. Turner holds a Bachelor of Economics and an MBA from Stanford University Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brilliant Earth Group, Inc. | Director (Class II) | 2021–present; current term expires at the 2026 Annual Meeting | Compensation Committee member |
| Brilliant Earth, LLC | Board of Managers | Dec 2012–Sep 2021 | Pre-IPO governance of operating subsidiary |
| Mainsail Partners | Co-Founder; Managing Partner | Apr 2003–present | Growth equity investor; extensive private board experience |
| Summit Partners | Investment Roles | 1995–2002 | Technology investing track record |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mainsail Partners | Managing Partner | 2003–present | Veto rights over voting/dispositive power at certain Mainsail entities; sole Manager of MMC; shared voting/dispositive power over BRLT holdings |
| Various private companies | Director | Multiple (not enumerated) | Service on numerous private company boards |
Board Governance
- Independence: Board determined Turner is independent under Nasdaq Rules; the Board considered affiliations with significant stockholders (Mainsail) and still concluded no relationship interferes with independent judgment .
- Controlled company: BRLT is a “controlled company” under Nasdaq Rules due to combined voting power of Mainsail and Just Rocks; while committees currently consist entirely of independent directors, the company may avail itself of controlled-company exemptions in the future .
- Committee assignments and activity:
- Compensation Committee member (Beth J. Kaplan—Chair; Jennifer N. Harris; Gavin M. Turner); met five times in FY 2024. The committee engaged Compensia as independent consultant .
- Committee membership chart confirms Turner on Compensation only; not on Audit or Nominating & Corporate Governance .
- Attendance: Five Board meetings in FY 2024; each director attended at least 75% of Board and committee meetings during their service period .
- Designation rights: Under the Stockholders Agreement, Mainsail and Just Rocks have board designation rights. Turner (Class II) is a Mainsail-designated director; Mainsail also has rights to designate one director to the Compensation Committee while it retains board designation rights .
Fixed Compensation
- Turner does not receive compensation (cash fees or equity awards) for Board service because he is a partner in one of BRLT’s principal investors (Mainsail) .
| Year | Fees Earned or Paid in Cash | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
| 2023 | — | — | — |
Director Compensation Program (for context; applies to non-employee directors generally):
- Annual cash retainer: $50,000; chair retainers: Audit $20,000; Compensation $14,000; Nominating & Corporate Governance $8,000. Directors may elect RSUs in lieu of retainers; retainer RSUs vest by the next annual meeting .
- Initial and Annual RSU grants: $140,000 value each, calculated by dividing by average closing price; time-based vesting over one year; accelerated vesting upon change-in-control .
Performance Compensation
- No performance-based compensation metrics are disclosed for directors; RSU grants are time-based, not performance-conditioned .
| Performance Metric | Director Plan Use |
|---|---|
| Revenue growth, EBITDA, TSR, ESG goals | Not applicable to director compensation |
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Notes | Dates |
|---|---|---|---|
| Mainsail GP III, LLC; Mainsail entities (MIP, MCOI, MP III, MMC) | Manager/GP/Investment Committee | Turner has veto rights on GP III investment committee re voting/dispositive power for MP III/MCOI; MMC is managing member of MIP and Turner is sole Manager; shared voting/dispositive power over BRLT securities via Mainsail structure | Ongoing |
| BRLT Stockholders Agreement | Designated Director | Mainsail and Just Rocks collectively control director elections via agreement; Mainsail can designate directors and one Compensation Committee seat while it retains rights | Since IPO |
- Compensation Committee Interlocks: Company discloses no relationships required to be reported under SEC rules among Compensation Committee members (Kaplan, Harris, Turner) in FY 2024 .
Expertise & Qualifications
- Growth equity and technology investor with 25+ years in private technology companies; prior Summit Partners roles .
- Education: Bachelor of Economics and MBA from Stanford University .
- Board qualification: Recognized for private equity, leadership, and scaling technology companies experience .
Equity Ownership
- Beneficial ownership: Turner beneficially owns 31,898,071 shares of Class B common stock (via Mainsail-related entities), representing 5.9% combined voting power. Footnotes describe his governance roles within Mainsail vehicles and shared voting/dispositive power .
| Holder | Class A Shares | Class B Shares | Class C Shares | Combined Voting Power |
|---|---|---|---|---|
| Gavin M. Turner | — | 31,898,071 (89.0%) | — | 5.9% |
- Related agreements affecting ownership/liquidity:
- TRA: BRLT pays 85% of realized tax benefits to “Continuing Equity Owners,” including Mainsail; Turner is affiliated with Mainsail .
- Registration Rights: Holders (including Mainsail) have demand and piggyback registration rights for exchange/redemption into Class A or D, at the election of disinterested independent directors .
- Redemption/Exchange mechanics: LLC Interests redeemable 1:1 into Class A or D, with corresponding cancellation of Class B/C; independent directors determine cash vs share election .
Governance Assessment
- Independence and controlled-company status: Turner is formally independent under Nasdaq standards, but his affiliation with Mainsail—a controlling stockholder—creates perceived influence risks. BRLT’s controlled-company status permits future reliance on governance exemptions, potentially reducing minority investor protections .
- Committee influence: Mainsail’s contractual right to designate one Compensation Committee member while retaining board designation rights embeds investor representation in pay decisions. Turner’s presence on the Compensation Committee alongside this right elevates conflict-of-interest scrutiny even as the Committee uses an independent consultant (Compensia) .
- Attendance and engagement: Minimum 75% attendance and five Compensation Committee meetings in FY 2024 suggest baseline engagement; not a red flag on participation .
- Compensation alignment: Turner receives no director cash or equity compensation, which avoids pay-related conflicts but also means alignment is primarily through Mainsail’s economic interests rather than direct RSU/option-based director holdings .
- Ownership and liquidity structures: TRA and registration rights provide material economic benefits and liquidity pathways to Continuing Equity Owners (including Mainsail). While common in Up-C structures, these can be viewed as shareholder-unfriendly if tax benefits and liquidity are prioritized over GAAP earnings quality and cash retention .
- Election control: Stockholders Agreement centralizes director elections among controlling parties, limiting activist or minority shareholder influence on board composition, a governance headwind for some investors .
RED FLAGS
- Controlled company status with intent to potentially rely on exemptions; concentrated election control via Stockholders Agreement .
- Investor-affiliated director on Compensation Committee alongside Mainsail’s committee designation rights; heightened conflict optics despite independence determinations and consultant use .
- TRA paying 85% of realized tax benefits to Continuing Equity Owners (including Mainsail), which can divert cash flows and complicate valuation of tax assets .
Mitigating Signals
- Formal independence determination and all standing committees currently composed entirely of independent directors with charters .
- Use of independent compensation consultant (Compensia) for executive pay decisions .
- No disclosed Compensation Committee interlocks requiring reporting under SEC rules in FY 2024 .
Fixed Compensation
| Program Element | Amount/Terms | Notes |
|---|---|---|
| Annual Director Retainer | $50,000 | Time-based RSU election available in lieu of cash; retainer RSUs vest by next annual meeting |
| Audit Chair Retainer | $20,000 | Cash or RSU election per program |
| Compensation Chair Retainer | $14,000 | Cash or RSU election per program |
| Nominating & Governance Chair Retainer | $8,000 | Cash or RSU election per program |
| Turner’s Actual 2024 Director Pay | $0 cash; $0 equity | No compensation due to principal investor partner status |
| Turner’s Actual 2023 Director Pay | $0 cash; $0 equity | No compensation due to principal investor partner status |
Performance Compensation
| Equity Grants | Value Basis | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial RSU Grant | $140,000 / average closing price | 1-year time-based | Full vest prior to change-in-control |
| Annual RSU Grant | $140,000 / average closing price | Earlier of 1-year or next annual meeting | Full vest prior to change-in-control |
| Retainer RSU Election | Varies by cash retainer | Vests by next annual meeting | Standard program terms |
| Performance Metrics | None disclosed for directors | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Brilliant Earth Group, Inc. | Director (Class II) | Compensation Committee member | Mainsail-designated; current term set to expire at 2026 annual meeting |
| Mainsail entities (GP III, MP III, MIP, MCOI, MMC) | Manager/GP roles | N/A | Governance/control details over BRLT holdings and voting/dispositive power |
Equity Ownership
| Holder | Security | Amount | Ownership % | Combined Voting Power |
|---|---|---|---|---|
| Gavin M. Turner | Class B Common | 31,898,071 | 89.0% of Class B (per table) | 5.9% |
| Notes | Footnote describes shared voting/dispositive power via Mainsail entities and Turner’s veto rights; MMC managed by Turner |
Governance Assessment
- Overall, Turner brings deep PE and scaling expertise with meaningful ownership via Mainsail, but governance risk stems from controlled-company status and investor designation rights impacting board and committee composition. The absence of director pay reduces pay-related conflicts, attendance is acceptable, and committees currently meet independence norms, but TRA and registration rights warrant continued monitoring for cash flow impacts and alignment with minority shareholders .