Michael Turner
About Michael Turner
Michael S. Turner is Chief Legal and Administrative Officer and Corporate Secretary at 908 Devices (MASS); he has served as CLO since March 2023, Secretary since November 2020, and previously VP & General Counsel (2020–2023). Age 58 as of April 28, 2025; education includes a B.A. from Colgate University and a J.D. from Cornell Law School; admitted to practice in MA, ME, and NY . His annual incentives tie primarily to corporate revenue (and in 2024 also operating expense) targets, with a 50% target bonus opportunity; the company maintains stock ownership guidelines and prohibits hedging/short‑selling, supporting alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allied Minds plc (LSE: ALM) | Co‑CEO, General Counsel, Executive Director | 2019–2020 | Led corporate governance and legal strategy at a publicly traded venture firm focused on early-stage tech and life sciences . |
| Allied Minds plc | EVP, General Counsel & Company Secretary | 2014–2019 | Oversaw capital markets, M&A, and governance across portfolio companies . |
| DLA Piper LLP | Partner | 2010–2014 | Counseled public/private companies, banks, PE/VC on capital markets, M&A, governance in tech/life sciences . |
| Goodwin Procter LLP | Partner | 1998–2009 | Advised growth companies and investors on transactions and governance . |
External Roles
No external public company directorships disclosed for Turner in the proxy materials .
Fixed Compensation
| Metric | FY 2023 | FY 2024 (terms as of Feb 1, 2024) |
|---|---|---|
| Base Salary ($) | 345,346 | 364,000 |
| Target Bonus (%) | 50% of base | 50% of base |
| Actual Bonus Paid ($) | 121,800 (paid in 2024 for 2023) | Not disclosed (2024 bonus paid in 2025 not reported for Turner) |
Performance Compensation
| Award Type | Grant Date | Number of Shares/Units | Grant Date Fair Value ($) | Vesting Schedule | Exercise Price ($) |
|---|---|---|---|---|---|
| RSU | 3/1/2023 | 39,638 (year-end outstanding) | 350,004 | Equal annual installments over 4 years from 2/1/2023 | n/a |
| Stock Option | 3/1/2023 | 60,138 unexercisable (year-end outstanding) | 350,004 | 25% on 2/1/2024; remainder vests monthly over 36 months | 8.83 |
| Stock Option | 3/1/2022 | 15,932 unexercisable (year-end outstanding) | — | 25% on 2/1/2023; remainder monthly over 36 months | 16.66 |
| RSU | 3/1/2022 | 13,281 (year-end outstanding) | — | Equal annual installments over 4 years from 2/1/2022 | n/a |
| Stock Option | 11/3/2020 | 28,167 unexercisable (year-end outstanding) | — | Monthly over 48 months from 11/2/2020 | 7.91 |
Performance Compensation – Annual Bonus Design (FY 2023)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate revenue targets | 80% | Not disclosed | Not disclosed | Contributed to 69.6% of target bonus earned |
| Individual performance goals | 20% | Not disclosed | Not disclosed | Included in 69.6% of target bonus earned |
In FY 2024, NEO bonus designs referenced corporate revenue and operating expense targets; Turner’s target bonus remained 50% (actual FY 2024 payout for Turner not disclosed) .
Equity Ownership & Alignment
| Metric | As of Apr 19, 2024 | As of Apr 17, 2025 |
|---|---|---|
| Common shares owned (direct) | 9,105 | 24,603 |
| Options exercisable within 60 days | 100,469 | 155,393 |
| Total beneficial ownership (proxy line) | 109,574 shares (less than 1%) | Not individually listed; amounts included in “Directors and Executive Officers as a group” |
| Stock ownership guidelines | Officers subject to Section 16 must hold ≥1× base salary; CEO 3× salary | Same policy |
| Hedging/short-sales/derivatives | Prohibited for officers/directors/employees; pledging/margin accounts discouraged; waivers require compliance officer approval (none granted) | Same policy |
| Rule 10b5‑1 plans | Permitted under insider trading policy | Same policy |
Employment Terms
| Term | Standard Termination (without cause / good reason) | Change-in-Control (CIC) Termination (within 12 months post‑CIC) |
|---|---|---|
| Cash severance | 6 months base salary continuation | Lump sum = 1× (base salary at separation or pre‑CIC, if higher + average annual cash bonuses/commissions over prior 3 full years) |
| COBRA benefits | Employer share for up to 6 months (earlier of eligibility under another plan or end of COBRA period) | Employer share for up to 12 months (earlier of eligibility under another plan or end of COBRA period) |
| Bonus treatment | Prorated current‑year bonus; prior‑year earned bonus paid if unpaid at termination | Prorated current‑year bonus; prior‑year earned bonus paid if unpaid at termination |
| Equity vesting | No acceleration specified for standard termination | 100% acceleration of time‑based stock options and other stock‑based awards subject solely to time vesting |
| Clawback | Subject to Compensation Recovery Policy (Dodd‑Frank/Nasdaq Rule 10D‑1) | |
| 280G/4999 | Cutback to maximize after‑tax benefit if excise tax would apply | |
| Restrictive covenants | Confidentiality, invention assignment, non‑solicitation, and non‑competition agreements in place |
Compensation Structure Analysis
- Mix: In 2023 Turner’s long‑term incentives were split 50% options and 50% RSUs, emphasizing retention and performance leverage without PSUs; annual cash was at‑risk via revenue‑linked bonus (69.6% of target earned) .
- Governance features: Strong alignment signals via stock ownership guidelines, explicit clawback policy, and prohibition on hedging/short‑sales/derivatives; no tax gross‑ups disclosed .
- CIC economics: Single‑trigger CIC severance paired with double‑trigger style equity acceleration (requires termination in the 12‑month CIC window), which can reduce retention risk through a sale while protecting long‑term equity value .
Say‑on‑Pay & Shareholder Feedback
- As an emerging growth company, the issuer is not required to hold advisory votes on executive compensation or disclose pay‑versus‑performance under Item 402(v) at this time .
Expertise & Qualifications
- Legal, capital markets, M&A, and governance expertise from senior roles at Allied Minds and partnerships at DLA Piper and Goodwin Procter; oversees ESG working group reporting to the board as part of corporate responsibility program .
Work History & Career Trajectory
| Organization | Role | Tenure | Notable Focus |
|---|---|---|---|
| 908 Devices | CLO; Secretary; VP & General Counsel | 2020–present | Corporate legal, administration, ESG governance, risk oversight support to board committees . |
| Allied Minds plc | Co‑CEO/GC/Executive Director; EVP/GC/Company Secretary | 2014–2020 | Portfolio governance, transactions in tech/life sciences . |
| DLA Piper LLP | Partner | 2010–2014 | Capital markets/M&A for growth companies . |
| Goodwin Procter LLP | Partner | 1998–2009 | PE/VC transactions and governance . |
Compensation Committee & Peer Group
- Committee: Independent directors oversee executive pay; Meridian Compensation Partners advises; peer group curated annually (market caps ~$13M–$999M for 2024 decisions) .
- 2024 peer group examples include Akoya Biosciences, Evolv Technologies, Standard BioTools, MaxCyte, Quanterix, etc.; 2025 peer group added Blackline Safety, Byrna Technologies, Genasys; removed certain names following reviews .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; 10b5‑1 permitted; no disclosed related‑party transactions involving Turner; indemnification and D&O insurance customary .
- Compensation risk assessment found programs not reasonably likely to have a material adverse effect; clawback policy adopted in 2023 .
Investment Implications
- Alignment: Turner’s equity (RSUs/options) and ownership guidelines, plus anti‑hedging rules, indicate solid skin‑in‑the‑game and reduced misalignment risk .
- Retention/talent risk: CIC severance (1× pay + average bonus; time‑based equity acceleration) lowers exit friction in a sale scenario, while standard severance is modest (6 months), which can aid disciplined cost control but may slightly elevate retention risk in downturns .
- Trading signals: With hedging/pledging banned and 10b5‑1 plans permitted, any future Form 4 selling would likely reflect pre‑scheduled diversification rather than adverse information; current beneficial ownership shows increased exercisable options into 2025, a potential source of future selling pressure around vest dates .