Sharen J. Turney
Paycom SoftwareAbout Sharen J. Turney
Independent director at Paycom Software, Inc. (PAYC) since 2021; Class I director, age 68. She chairs the Nominating and Corporate Governance Committee and serves on the Compensation Committee. Turney holds a BA in Business Education from the University of Oklahoma and brings senior executive experience in global retail and e-commerce (Victoria’s Secret CEO, Neiman Marcus Direct CEO), governance expertise, and brand-building credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Victoria’s Secret (L Brands) | President & CEO | 2006–2016 | Led large-scale brand, sales, and marketing programs; oversaw financial reporting and risk management |
| Victoria’s Secret Direct | President & CEO | 2000–2006 | Scaled e-commerce operations and direct retail presence |
| Neiman Marcus Group | President & CEO, Neiman Marcus Direct; various exec roles | 1989–2000 | Built direct-to-consumer capabilities; merchandising and creative leadership |
| Gloria Jeans | Chief Executive Officer | 2018–2019 | International retail leadership and global brand management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bread Financial Holdings, Inc. (NYSE: BFH) | Director; Chair of Compensation; Member of Nominating & Governance | Since 2019 | Compensation oversight and governance leadership; public-company interlock |
| Academy Sports and Outdoors, Inc. (NASDAQ: ASO) | Director | 2021–2024 | Former member of compensation and nominating & governance committees |
| M/I Homes, Inc. | Director | 2011–2018 | Board-level governance in homebuilding sector |
| FullBeauty Brands | Director | 2016–2018 | Private company board experience |
| Sycamore Partners Management LP | Advisory/Board role | 2020–2021 | Private equity board participation |
| Happy Socks AB | Director | 2018–2019 | International retail board role |
| Nationwide Children’s Hospital | Director | 2012–2018 | Non-profit governance |
| Wharton Jay H. Baker Retailing Advisory Board | Advisor | Since 2004 | Industry thought leadership |
| University of Oklahoma Foundation Investment Committee | Member | Since 2000 | Investment oversight |
Board Governance
- Committee memberships: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Affirmatively determined independent by the Board under NYSE standards .
- Attendance: All directors attended at least 93% of Board and applicable committee meetings in 2024; Board held 5 meetings; Compensation Committee held 12; Nominating & Corporate Governance Committee held 5; Audit Committee held 5 .
- Executive sessions: Independent directors hold executive sessions at every regularly scheduled Board and Audit Committee meeting; other committees hold executive sessions as appropriate .
- Stockholder engagement: Independent directors (including committee chairs) participated in stewardship meetings; 100% of engagement meetings attended by at least two independent Board members .
Fixed Compensation
| Component | Amount |
|---|---|
| Annual cash retainer | $75,000 |
| Compensation Committee member fee | $13,000 |
| Nominating & Corporate Governance Committee chair fee | $15,000 |
| Total cash fees paid in 2024 | $103,000 |
Performance Compensation
| Grant Type | Grant Value | Grant Date | Vesting |
|---|---|---|---|
| Restricted Stock (RSA) | $234,919 (aggregate grant-date fair value) | 2024 annual meeting date (grant occurs on meeting date) | Cliff vest on the 7th day following the first anniversary of the 2024 annual meeting, subject to continued service; forfeiture if service ends prior to vest date (with limited exceptions aligned to vest timing) |
- No director options or PSUs; director equity is time-based restricted stock; no performance metrics tied to director compensation .
Other Directorships & Interlocks
- Compensation Committee interlocks: In 2024, Turney served on PAYC’s Compensation Committee; no PAYC officer served on another company’s board or comp committee during periods when that company’s executive served on PAYC’s Board (no interlocks) .
- Entities affiliated with certain directors transacted with PAYC at standard rates for software; Board affirmed director independence after considering such relationships; no Item 404 related-party transactions disclosed for Turney .
Expertise & Qualifications
- Senior leadership in global retail/e-commerce, sales, marketing, brand growth; risk management and financial reporting experience; public company governance; global experience advising international brands .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RSAs |
|---|---|---|---|
| Sharen J. Turney | 3,003 | <1% of 57,852,318 outstanding shares | 1,216 (as of 12/31/2024) |
- Director stock ownership guidelines: Non-employee directors must hold PAYC shares equal to 5x annual cash compensation (excluding lead director/chair fees); as of March 12, 2025, each non-employee director has met or is expected to meet within required period .
- Insider trading/hedging policy: Pre-clearance required for any hedging or similar transactions; policy designed to promote compliance with laws and NYSE standards .
- No pledging or hedging by directors is disclosed; no loans from the Company to directors .
Governance Assessment
- Committee leadership and engagement: Turney’s chair role on Nominating & Corporate Governance and service on Compensation indicate strong governance involvement with oversight of board composition, governance standards, sustainability policy, and executive pay .
- Independence and attendance: Affirmed independent with strong attendance (≥93% in 2024), supporting board effectiveness and reliability for investors .
- Pay alignment: Director compensation balanced mix of cash plus time-based RSAs, with reasonable fee levels and vesting that promotes retention without short-term performance gaming; no options or performance metrics for directors reduces risk of misaligned incentives .
- Ownership alignment: Beneficial ownership and robust ownership guidelines (5x cash comp) foster skin-in-the-game; presence of unvested RSAs aligns with long-term service .
- Conflicts and related-party exposure: No related-party transactions disclosed for Turney; Board reviewed standard-rate transactions with entities affiliated with certain directors and maintained independence determinations; no compensation committee interlocks .
- RED FLAGS: None evident specific to Turney. Company-level items to monitor: CEO’s sponsorship arrangement with National Duals Invitational LLC (audited under related-party policy), but not linked to Turney . Overboarding risk appears low (currently two public boards including PAYC; guideline limit is four) .