Cheryl L. Turnbull
GRIFFONAbout Cheryl L. Turnbull
Cheryl L. Turnbull (age 64) is an independent director of Griffon Corporation, serving since 2018; she is Senior Director of the Keenan Center for Entrepreneurship at The Ohio State University and has held multiple roles at OSU since 2013. Her background spans private equity, venture capital, corporate advisory, and merchant banking, supporting Board oversight on operational and financial matters . The Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ohio State University – Keenan Center for Entrepreneurship | Senior Director | 2013–present | Leads entrepreneurship initiatives; brings operational/financial experience to GFF Board |
| Capital Transactions, LLC | Founding Partner | 2009–2012 | Corporate advisory to management teams/boards on strategy, plans, and funding |
| Merchant bank (name not disclosed) | Managing Director | Prior to 2012 | Investment management/merchant banking leadership |
| Various private equity/venture capital roles | Investor/Manager | Prior to 2012 | PE/VC and investment management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Non-profit and community organizations (unspecified) | Director | Not disclosed | Boards noted; no public company directorships disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Committees | Compensation Committee (Chair) |
| Compensation Committee composition | Turnbull (Chair), Jerome L. Coben, Lacy M. Johnson, Samanta Hegedus Stewart |
| Compensation Committee meetings (FY24) | 6 meetings |
| Independence | Board determined Ms. Turnbull is independent |
| Board meeting cadence & attendance | 5 Board meetings in FY24; each director attended ≥75% of Board and committee meetings of which they were a member |
| Lead Independent Director | Jerome L. Coben; independent director duties include presiding over executive sessions; executive sessions generally quarterly |
| Executive sessions | Independent directors meet in executive session regularly at Board and Committee levels |
Fixed Compensation
| Component (Non-Employee Directors) | Amount/Terms | Source |
|---|---|---|
| Base annual retainer (cash) | $70,000 | |
| Board meeting fee | $1,500 per Board meeting attended | |
| Committee meeting fee | $2,500 per Audit Committee meeting; $1,500 per other committee meetings | |
| Committee Chair fee – Compensation | $17,500 per annum | |
| Annual equity grant | $110,000 in restricted shares at each annual meeting; vests in full after one year | |
| Stock ownership guideline (directors) | Must acquire, within 4 years, shares equal in value to 4× base annual retainer; each director either exceeds or is expected to meet guideline in period | |
| Ms. Turnbull – FY2024 cash fees | $104,000 | |
| Ms. Turnbull – FY2024 stock awards (grant-date fair value) | $109,998 | |
| Ms. Turnbull – FY2024 total | $213,998 |
Performance Compensation
Non-employee director equity grants are time-based (restricted shares) and vest after one year; no performance metrics are tied to director equity awards.
| Item | Detail |
|---|---|
| Annual director equity grant | $110,000 in restricted stock; one-year cliff vesting |
| Ms. Turnbull restricted shares outstanding (as of 9/30/2024) | 1,525 shares |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Turnbull |
| Interlocks/reciprocal board relationships | None disclosed; no executive officer of a company with an executive officer serving on GFF’s Board/Compensation Committee |
| Related party transactions | None disclosed for Ms. Turnbull; company policy governs review/approval and cites one Voss Capital transaction approved by Audit Committee |
Expertise & Qualifications
- Entrepreneurship and innovation leadership through OSU Keenan Center; prior PE/VC, corporate advisory, and merchant banking roles; assists Board on operational/financial matters .
- Governance experience as Compensation Committee Chair, including oversight of executive pay design and independent consultant engagement (Gallagher) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership | 33,730 shares; <1% of class | |
| Restricted shares outstanding (director grant) | 1,525 shares (as of 9/30/2024) | |
| Anti-pledging/anti-hedging policy | Directors/officers prohibited from pledging and hedging; all directors/officers indicated compliance | |
| Director stock ownership guideline | 4× base annual retainer within 4 years; Board states each director either exceeds or is expected to meet guideline |
Governance Assessment
- Compensation Committee leadership and shareholder engagement: As Chair, Turnbull leads annual outreach; in 2024 outreach contacted institutions holding ~51.3% of shares and engaged holders representing ~19.0%; feedback led to removal of ESG from FY2025 short-term bonus metrics and alignment of CFO/GC equity grants with CEO/COO (ROIC and relative TSR) .
- Board independence and structure: Independent committees, quarterly executive sessions, and strong lead independent director oversight support board effectiveness; Ms. Turnbull is independent .
- Attendance and engagement: Board met 5 times in FY24; directors met ≥75% attendance thresholds, and Compensation Committee met 6 times, indicating active oversight .
- Director pay and alignment: Mix of cash (retainer/fees) and time-based equity with stock ownership guidelines promotes alignment; Ms. Turnbull’s FY2024 compensation totaled $213,998 with $109,998 equity grant value .
- Conflicts/related-party exposure: No related party transactions disclosed involving Ms. Turnbull; company maintains robust related-party review policy .
- Say-on-Pay signal: 2024 say-on-pay approval ~87.1% supports investor confidence in the Compensation Committee’s design decisions .
RED FLAGS: None disclosed specific to Ms. Turnbull (no pledging/hedging, no related-party transactions, no low attendance noted) .