Michael Turmelle
About Michael Turmelle
Independent director since January 2022; current age 66. Background spans CFO/COO roles and public-company board leadership in energy and advanced technologies. Education: BA in Economics (Amherst College); graduate of GE’s Financial Management Program. Designated Audit Committee Financial Expert and currently chairs QUBT’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hayward Tyler (UK) | Managing Director | Jan 2018–Jan 2024; joined Feb 2015 | Board member at Hayward Tyler and Energy Steel (subsidiary) 2017–Jan 2024 |
| Implant Sciences Corp. | Chairman of the Board | 2015–2017 | Led board; company focused on explosives/narcotics trace detection |
| SatCon Technology Corp. | CFO, COO, Director | 1992–2005 | Energy management systems; executive leadership in finance and ops |
| Beacon Power (SatCon spin-off) | Director | 1996–2000 | Flywheel energy storage; board oversight |
| Consulting (various) | Principal | Prior to Hayward Tyler | Start-ups/turnarounds in renewable energy, medical, advanced tech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ideal Power Inc. | Chairman; Director | Director since Dec 2017; Chairman since 2021 | Current public company board leadership |
Board Governance
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Committee assignments and independence:
- Audit Committee: Chair; Audit Committee Financial Expert designation under Item 407(d)(5) of Regulation S-K .
- Compensation Committee: Member .
- Nominating & Corporate Governance: Not listed as member; committee chaired by Dr. Weimer .
- Independence: Board affirmed Turmelle as independent; Board majority independent .
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Attendance and engagement:
- Board met 16 times in 2024; each director attended at least 75% of meetings and committee meetings for which they were members. All six then-serving directors attended the 2024 annual meeting .
- Audit Committee held 7 meetings during 2024 .
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Audit oversight:
- Audit Committee (Turmelle as Chair) reviewed 2024 audited financial statements and auditor independence; recommended inclusion in 2024 Form 10-K .
- Company replaced BF Borgers with BPM LLP following SEC suspension of BF Borgers; BPM fees and pre-approval of services disclosed .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Fees Earned (Cash) | $52,000 | Non-employee directors received $9,000 per quarter; committee Chairs +$4,000 per quarter; amounts prorated; Turmelle’s cash total shown in table . |
| 2024 | Stock Awards | $0 | — |
| 2024 | Stock Options (grant-date fair value) | $32,492 | — |
| 2024 | Total | $84,492 | — |
| 2025 | Annual Stipends (approved) | Base $60,000; Audit Chair +$12,000; other Chairs +$6,000 | Cash stipends payable quarterly; Vice Chairman also +$12,000 . |
Performance Compensation
| Category | Detail | Applicable Population | Source |
|---|---|---|---|
| Performance metrics used in incentive programs | Revenue, bookings, EBITDA margin | Executive incentives (company-wide); not disclosed for director pay | The proxy’s Pay vs Performance discussion identifies these metrics in incentive programs . |
No director-specific performance metrics are disclosed; director compensation is primarily cash retainers and option grants .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Ideal Power Inc. | Chairman; Director | No QUBT-related conflicts disclosed in proxy; Board affirms independence after related-party review . |
Expertise & Qualifications
- Finance and operations expert with prior CFO/COO experience; deep technology and energy industry background .
- Audit Committee Financial Expert designation; suited for audit chair responsibilities, including oversight of financial reporting, auditor selection, and related-party reviews .
- Education: BA Economics (Amherst); GE Financial Management Program graduate .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of record date April 21, 2025) | 575,000 shares underlying vested options | Footnote (4): consists entirely of vested options to purchase common stock . |
| Percent of Class | 0.4% | Based on 140,787,131 shares outstanding on record date . |
| Vested vs. Unvested | Vested options only (as disclosed) | Vested instruments deemed outstanding for holder under SEC rules . |
| Pledging/Hedging | Not disclosed | — |
| Lock-up participation (capital raising) | Signed lock-up agreements in Jan, Sep, and Oct 2025 alongside other directors | Alignment signal in recent placements. |
Insider Trades (Form 4) – Recent Activity
| Transaction Date | Type | Security | Quantity | Price | SEC Filing |
|---|---|---|---|---|---|
| 2024-10-04 | Award/Grant | Options to purchase Common Stock | 100,000 | $1.00 | |
| 2025-02-19 | Award/Grant | Options to purchase Common Stock | 100,000 | $7.96 | |
| 2025-06-03 | Exercise/Conversion (Exempt) | Common Stock | 120,740 | $2.37 | |
| 2025-06-03 | Exercise/Conversion (Exempt) | Common Stock | 80,246 | $2.40 | |
| 2025-06-03 | Return to issuer | Options to purchase Shares of Common Stock | 120,740 | $2.37 | |
| 2025-06-03 | Return to issuer | Options to purchase Shares of Common Stock | 80,246 | $2.40 | |
| 2025-06-09 | Sale | Common Stock | 200,986 | $14.18 |
Governance Assessment
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Strengths
- Independent director with Audit Committee Financial Expert designation; chairs Audit and serves on Compensation Committee, indicating strong governance contribution .
- High engagement: Board met 16 times in 2024; Audit Committee met 7 times; all directors met minimum attendance thresholds and attended the annual meeting .
- Audit Committee report reflects robust oversight and auditor independence evaluation; post-BF Borgers suspension, BPM LLP engaged and fees pre-approved .
- Shareholder support: 2025 director election support for Turmelle at 90.35% of votes cast; say-on-pay approval 91.76%—signals investor confidence .
- No related-party transactions >$120,000 involving directors since last fiscal year; Audit Committee screens related-party dealings .
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Watch items / Red flags
- Financial statement restatement (2023/2022) for acquisition purchase accounting, stock-based comp, financing costs after auditor change—ongoing need for rigorous audit oversight; company noted no incentive-based comp requiring clawback under its policy .
- Insider sale after option exercises in June 2025; while common for directors, sizable sale is a monitoring point for alignment optics in small-cap environments .
Director Compensation – Structure Notes
- QUBT standard director program (2024): $9,000 per quarter base; +$4,000 per quarter for committee Chairs; reimbursement of reasonable travel/out-of-pocket expenses .
- 2025 cash stipends approved: Base $60,000; Audit Chair +$12,000; Chairs of Risk, Compensation, Nominating/Governance +$6,000; Vice Chairman +$12,000—paid quarterly .
Other Governance Signals
- Board composition: Up to seven members; majority independent; committee independence aligned with Nasdaq and Exchange Act requirements .
- 2024–2025 committee lineup: Audit (Turmelle Chair), Compensation (Fagenson Chair; Turmelle member), Nominating/Governance (Weimer Chair), Risk (Shabani Chair) .
- Annual meeting outcomes:
- 2024: Turmelle elected with 92.651% of votes cast; say-on-pay 95.434% approval .
- 2025: Turmelle elected with 90.35% of votes cast; say-on-pay 91.76% approval .
Related Party Transactions
- None involving directors/executives >$120,000 since beginning of last fiscal year, excluding disclosed compensation arrangements .
- Audit Committee explicitly reviews and approves related-party transactions .
Say-on-Pay & Shareholder Feedback
| Meeting Year | Say-on-Pay For | % of Votes Cast | Notes |
|---|---|---|---|
| 2024 | 37,877,708 | 95.434% | Advisory approval of NEO compensation |
| 2025 | 36,566,427 | 91.76% | Advisory approval; majority standard |
Conclusion
Michael Turmelle brings deep finance/operations expertise and public board experience, serving as QUBT’s Audit Chair and designated financial expert—key for a company that recently navigated restatements and an auditor transition. Strong attendance and independence, plus consistent shareholder support, bolster board effectiveness; monitor optics around June 2025 option exercises/sale and ensure continued rigor on financial reporting and related-party oversight .