James Turley
PRECIGENAbout James Turley
James S. Turley (age 69) has served on Precigen’s board since April 2014 and is the Lead Independent Director and Chair of the Compensation and Human Capital Management Committee. He is the former Chairman and CEO of Ernst & Young LLP (2001–June 2013) and holds both undergraduate and master’s degrees in accounting from Rice University. He also serves on the boards of Citigroup Inc. (since 2013), Emerson Electric Co. (since July 2013), and Northrop Grumman Corporation (since April 2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Chairman & Chief Executive Officer | 2001–June 2013 | Led one of the world’s largest accounting firms; developed deep compensation, litigation, corporate affairs, and governance expertise |
| Ernst & Young LLP | Regional Managing Partner | 1994–2001 | Senior leadership across regions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citigroup Inc. | Director | 2013–present | Public company directorship |
| Emerson Electric Co. | Director | July 2013–present | Public company directorship |
| Northrop Grumman Corporation | Director | April 2015–present | Public company directorship |
| Kohler Co. (private) | Board Member | April 2016–present | Private company board |
| St. Louis Trust & Family Office (private) | Board Member | April 2019–present | Private company board |
| Various philanthropic organizations | Board Member | Ongoing | Not-for-profit boards |
Board Governance
- Independence and potential conflicts: The Board affirmatively determined Turley is independent. It considered that EY, where he was Chairman/CEO until retiring in June 2013, provides consulting, valuation, and technical accounting services to Precigen; given his retirement over 10 years ago, lack of participation, and no material benefit, the Board deemed the relationship immaterial and not impairing independence .
- Lead Independent Director: Turley serves as Lead Independent Director, coordinating independent director activities, setting agendas with the Executive Chairman, calling executive sessions, mentoring the CEO, and ensuring independent Board operations .
- Committees and engagement: Chair, Compensation & Human Capital Management Committee (met 2 times in 2024) . He is not listed on Audit (met 4 times in 2024) or Nominating & Governance (met once in 2024) .
- Attendance: The Board held 11 meetings in 2024; all directors except Caesar Alvarez attended at least 75% of combined Board and committee meetings, and all directors at the time attended the 2024 Annual Meeting (Turley met the ≥75% threshold) .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Related party oversight: Precigen maintains a written Related Person Transactions policy overseen by the Audit Committee with pre-approval/ratification requirements and annual review .
Fixed Compensation
Non-Employee Director Compensation Structure (2024):
| Element | Amount | Key Terms |
|---|---|---|
| Annual Retainer – Board Chair | $100,000 | Payable in cash or shares at director’s option |
| Annual Retainer – Other Directors | $50,000 | Payable in cash or shares at director’s option |
| Committee Chair Additional Retainer | $12,500 | Payable in cash or shares at director’s option |
| Committee Member Additional Retainer | $6,500 | Payable in cash or shares at director’s option |
| Annual Equity – Options | $125,000 | Exercise price at FMV; annual options fully vested at grant |
| Annual Equity – RSUs | $125,000 | RSUs vest in full on 1-year anniversary |
Turley – 2024 Director Compensation:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned (electable in stock) | 63,000 | Turley, like all directors, elected to receive the 2024 retainer entirely in shares |
| Stock Awards (RSUs) | 125,000 | Annual RSU grant; time-based vesting |
| Option Awards | 125,000 | Annual option grant; fully vested at grant |
| Total | 313,000 | Sum of components |
Shares Received In Lieu of 2024 Cash Retainer:
| Director | Shares (#) |
|---|---|
| James Turley | 43,706 |
Outstanding Director Equity (as of 12/31/2024):
| Director | RSUs Outstanding (#) | Stock Options Outstanding (#) |
|---|---|---|
| James Turley | 87,412 | 531,079 |
Additional director compensation features:
- All non-employee directors may elect equity instead of cash fees; elections were in shares in 2024 .
- Equity grants: annual options at FMV, fully vested; RSUs vest after 1 year .
Performance Compensation
| Performance Condition | Applies to Director Pay? | Detail |
|---|---|---|
| Company or TSR-based metrics for directors | No | Director annual equity consists of time-based RSUs (1-year vest) and options (fully vested at grant); no performance metrics apply |
Note: Performance metrics and PSUs described in the CD&A apply to executives, not directors .
Other Directorships & Interlocks
- Current public boards: Citigroup (since 2013), Emerson Electric (since July 2013), Northrop Grumman (since April 2015) .
- Potential interlocks/conflicts: The Board specifically reviewed EY’s service relationship and concluded it does not impair Turley’s independence given his 2013 retirement and lack of involvement/benefit . No additional independence concerns for Turley are indicated in the proxy .
Expertise & Qualifications
- Financial/accounting and governance expertise from serving as EY Chairman & CEO, with experience in compensation, litigation, corporate affairs, and corporate governance .
- Extensive public company board experience across financial services, industrials, and defense sectors .
Equity Ownership
Beneficial Ownership (as of March 31, 2025):
| Holder | Outstanding Shares Beneficially Owned | Right to Acquire Within 60 Days (Options/RSUs) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| James Turley | 595,772 | 599,008 | 1,194,780 | <1% |
Ownership Alignment Policies:
- Director Stock Ownership Guideline: 5x annual cash retainer; measured annually; directors given 5 years to comply; as of Dec 31, 2024, each non-employee director was either in compliance or on track .
- Counting method: includes vested but unexercised options on a net-exercise basis; excludes unvested RSUs .
- Holding requirement: until guidelines met, directors must hold 100% of net shares from option exercise/RSU vest for at least one year .
- Anti-hedging: Directors, officers, and employees are prohibited from short sales, publicly traded options, or hedging transactions in company stock .
Governance Assessment
- Positive signals:
- Lead Independent Director with defined authorities; independent Board majority; regular executive sessions .
- Clear independence determination addressing EY relationship; Board deemed immaterial and not impairing independence .
- Turley chairs an all-independent Compensation Committee; committee oversees say‑on‑pay approach and uses an independent consultant .
- Strong ownership alignment: 5x retainer guideline, full-year retainer taken in stock (43,706 shares in 2024), and anti-hedging policy .
- Watch items:
- Multiple external public company board commitments (Citigroup, Emerson, Northrop) warrant monitoring for workload, though 2024 attendance met ≥75% threshold .
- Annual option grants to directors are fully vested at grant, which provides alignment but limited retentive features; RSUs vest in one year .
Citations: