Michael Turner
About Michael Turner
Michael Turner (age 52) is an independent director of Lineage, Inc. (LINE), serving since the company’s IPO following prior service on the Lineage Holdings board since September 2020. He is CEO and co‑founder of Superkey Insurance LLC (since April 2024), and formerly served as President of Oxford Properties Group and as OMERS’ Global Head of Real Estate; earlier roles included senior posts at CBRE. Turner holds a BA (University of British Columbia), a Master of Planning (Queen’s University), a Master of Finance (University of Toronto), and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oxford Properties Group | President; Chair of Oxford’s Investment and Executive Committees; OMERS Global Head of Real Estate (parallel role) | 2010–Apr 2023 (senior roles from 2010; President 2018–2023) | Chaired investment and executive committees; member of OMERS management investment and transaction approval committees |
| CBRE Group, Inc. | Executive Vice President | Prior to 2010 | Senior leadership at a global real estate services firm |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Riot Platforms, Inc. (Nasdaq: RIOT) | Director | Current | Audit Committee member |
| M7 Real Estate (UK) | Director | Prior service | Not disclosed |
| Honest Buildings (sold to NYSE: PCOR) | Director | Prior service | Not disclosed |
| R‑Labs | Director | Prior service | Not disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Turner is independent under Nasdaq rules |
| Committee memberships | Audit Committee (member; financial expert; committee met 4 times in 2024); Compensation Committee (member; committee met 2 times in 2024); Equity Award Committee (member; committee met 1 time in 2024) |
| Committee chair roles | None (Audit chaired by Joy Falotico; Equity Award Committee chaired by Lynn Wentworth) |
| Financial expertise | Identified as an “audit committee financial expert” (SEC Item 407(d)(5)) |
| Attendance | All directors attended at least 75% of Board and committee meetings in 2024 |
| Lead Independent Director | Lynn Wentworth |
| Executive sessions | Independent directors meet in executive session typically after each Board meeting, at least twice per year |
Fixed Compensation (Director)
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $120,000 for non‑employee directors (post‑IPO program) | Paid quarterly; excludes committee retainers |
| Committee member retainers | Audit $15,000; Compensation $15,000; Nominating/Governance $10,000; Other committees $10,000 | Applies per committee |
| Committee chair retainers | Audit $30,000; Compensation $25,000; Nominating/Governance $20,000; Investment $25,000; Other $25,000 | Not applicable to Turner in 2024 |
| 2024 fees earned (Turner) | $101,875 | Reflects pre‑IPO and post‑IPO service and Equity Award Committee pro‑ration |
Performance Compensation (Director)
| Equity Type | Grant/Value | Vesting | Notes |
|---|---|---|---|
| IPO RSU grant (Turner) | 2,632 RSUs | Vested in full on April 1, 2025, subject to continued service | Time‑based (no performance metrics) |
| 2024 stock awards reported (Turner) | $218,140 (grant‑date fair value) | As above | ASC 718 methodology |
| Ongoing annual equity policy | ~$200,000 in RSUs each annual meeting (beginning 2025); vests in 1 year or at next annual meeting | For eligible non‑employee directors |
Observation: Director equity is time‑based and not contingent on performance metrics; equity was the majority of Turner’s 2024 director compensation (approx. $218k stock vs. $102k cash) .
Other Directorships & Interlocks
- Current public directorship: Riot Platforms (Audit Committee). No LINE proxy disclosures indicate interlocks or related‑party transactions involving Turner’s outside roles; none are identified in the related‑party section for Turner specifically .
Expertise & Qualifications
- Skills matrix shows Turner brings Finance & Accounting, Real Estate, Executive/Senior Leadership, Global/International, Technology, and Risk Management experience .
- Audit committee financial expert designation underscores depth in financial reporting and oversight .
Equity Ownership
| Holder | Common Shares Owned | Rights to Acquire (incl. RSUs within 60 days) | Total Beneficial Ownership | % of Outstanding | Pledged? |
|---|---|---|---|---|---|
| Michael Turner | 0 | 2,632 | 2,632 | <1% | No shares pledged (company notes none pledged by any director/NEO) |
- Stock ownership guidelines: Non‑employee directors must hold company securities ≥5x annual cash retainer by no later than July 24, 2029 (or fifth anniversary of appointment) .
- Hedging/pledging: Hedging, short sales, monetization transactions, margin purchases, and pledging are prohibited under the Insider Trading Policy .
Governance Assessment
-
Positive indicators
- Independent status with audit committee financial expert designation; service on key oversight committees (Audit, Compensation) .
- Strong attendance requirement and confirmed 2024 attendance compliance (≥75%) .
- Robust policies: clawback policy adopted per SEC/Nasdaq; stringent hedging/pledging prohibitions; meaningful director ownership guidelines .
- Shareholder support: 2025 election vote for Turner 219,232,184 “For” vs 480,429 “Against”; Say‑on‑Pay passed 185,516,251 “For” vs 34,216,033 “Against”; annual Say‑on‑Pay frequency approved (one‑year) .
-
Watch items / potential conflicts
- Controlled company status: compensation and nominating/governance committees are not required to be fully independent; Compensation Committee includes a Co‑Executive Chairman (Forste) as chair, which can dilute independence despite Turner’s own independent status .
- Controlling shareholder designation: Turner is one of the BGLH‑designated directors under the Stockholders Agreement; while Nasdaq‑independent, designation by a controlling holder can concentrate influence and should be monitored .
- Related‑party ecosystem: Significant related‑party arrangements exist with Bay Grove (e.g., terminated services agreement; ongoing transition services through July 2027); none specifically involve Turner per proxy disclosures, but the environment heightens governance scrutiny .
Compensation Committee Analysis
- Composition and independence: Committee includes Forste (Co‑Executive Chairman, chair), Carrafiell, Turner, Wentworth, and Wyper; Board determined Turner and the other non‑management members are independent under Nasdaq; committee met twice in 2024 .
- Consultant: Pay Governance LLC engaged; committee determined no conflicts of interest; scope included director/NEO pay design, peer group development, and severance arrangements .
- Benchmarking peer group: For 2024, peer set included REITs and logistics/transport names such as Americold, Prologis, Public Storage, Equinix, Digital Realty, J.B. Hunt, Old Dominion, Norfolk Southern, Hilton, Hyatt, C.H. Robinson, Conagra, Kellanova, US Foods, Extra Space, Simon Property (full list in proxy) .
- Clawback: Policy adopted in connection with IPO; applies to erroneously paid incentive comp and can be enforced against time‑based and performance equity .
Director Compensation (Turner) – 2024 Detail
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $101,875 |
| Stock Awards (ASC 718 grant‑date fair value) | $218,140 |
| Total | $320,015 |
| RSUs Outstanding at 12/31/2024 | 2,632 |
| IPO Director RSUs (count) | 2,632 (vested 4/1/2025) |
SAY‑ON‑PAY & Shareholder Feedback (Context)
- 2025 Annual Meeting results:
- Say‑on‑Pay: 185,516,251 For; 34,216,033 Against; 14,876 Abstain; broker non‑votes 2,847,408 .
- Say‑on‑Pay Frequency: One‑year supported (219,399,466 votes) .
- Director Election – Turner: 219,232,184 For; 480,429 Against; 34,547 Abstain; broker non‑votes 2,847,408 .
RELATED PARTY TRANSACTIONS (Company Context; none specific to Turner disclosed)
- The proxy discloses material arrangements with controlling shareholder affiliates (e.g., termination of Bay Grove operating services agreement at IPO; transition services through 2027 at $8.0m per year; legacy equity arrangements), but does not identify any related‑party transactions involving Michael Turner or his immediate family .
Key Implications for Investors
- Turner strengthens audit and risk oversight (financial expert; Audit and Compensation Committee roles), supporting board effectiveness .
- Controlled‑company governance and controlling shareholder designations warrant continued monitoring of director independence in practice, compensation oversight (given Co‑Executive Chair chairs the Compensation Committee), and potential conflicts arising from related‑party structures (though none involve Turner directly per disclosures) .
- Director equity is time‑based; while it aligns interests via ownership guidelines, lack of performance conditions on director equity and the controlled company context may reduce downside accountability; however, strong Say‑on‑Pay and director election results indicate current shareholder support .
Sources: Lineage, Inc. 2025 DEF 14A (Apr 28, 2025) and 8‑K (June 20, 2025 Annual Meeting results) .