Cynthia Turner-Graham
About Cynthia Turner-Graham
Dr. Cynthia Turner-Graham (age 70) has served as an independent director of Kartoon Studios, Inc. (TOON) since June 2021. A board‑certified psychiatrist and Distinguished Life Fellow of the American Psychiatric Association, she retired from clinical practice in March 2024 and brings ~40 years of experience across child/adolescent/adult psychiatry, healthcare administration, and mental health education, including academic appointments and leadership in professional societies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private/Public Outpatient Psychiatry (various) | Practicing Psychiatrist | 1988–March 2024 | Clinical practice and patient care |
| Inner City Family Services (Washington, DC) | Medical Director | Feb 2014–Nov 2019 | Oversight of clinical operations |
| ForSoundMind Enterprises, Inc. / The Company ForSoundMinds | Founding President | 2004–present | Developed educational workshops to improve relationships and emotional literacy |
| Vanderbilt University School of Medicine | Clinical Assistant Professor of Psychiatry (prior) | Not disclosed | Medical education |
| Howard University School of Medicine | Clinical Assistant Professor of Psychiatry (prior) | Not disclosed | Medical education |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Morehouse School of Medicine (Dept. of Psychiatry) | Adjunct Clinical Professor | Current | Atlanta-based |
| Suburban Maryland Psychiatric Society | Past President | Prior | Professional society leadership |
| Washington Psychiatric Society | Director | Prior | Professional society director role |
| Black Psychiatrists of America, Inc. | Immediate Past President | Prior | National leadership |
| Other public company boards | None disclosed | — | No other public company directorships disclosed |
Board Governance
- Independence: The Board determined Dr. Turner‑Graham is independent under NYSE American rules .
- Committee assignments: Member, Nominating Committee (effective December 12, 2024) .
- Attendance: In 2024, the Board met 6 times and the Nominating Committee met once; no director attended fewer than 75% of Board and applicable committee meetings .
- Tenure on Board: Director since June 2021 .
- Policies: Kartoon’s insider trading policy prohibits hedging, short sales, trading in public options on Company stock, margin accounts, and pledging of Company securities .
Fixed Compensation
Director compensation structure: $10,000 per quarterly Board meeting attended; $10,000 for service as a committee chair; $5,000 for service as a committee member. The Compensation Committee sets the cash vs stock mix .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $11,000 | $22,500 |
| Stock/Option Awards ($) (grant-date fair value) | $20,000 | $22,500 |
| All Other Compensation ($) | $0 | $0 |
| Total ($) | $31,000 | $45,000 |
| Notes | 2023 fees reflect Board service; equity is RSU/option awards per plan | 2024 breakdown includes $40,000 for Board service + $5,000 for Nominating Committee membership |
Performance Compensation
- Equity awards: As a non‑employee director, Dr. Turner‑Graham received stock awards (grant‑date fair value) and holds director options; the Company does not disclose performance metrics tied to director equity, and director compensation is structured as fixed retainers/meeting fees plus equity .
| Equity Item | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $20,000 (grant-date fair value) | $22,500 (grant-date fair value) |
| Options Outstanding (count at year-end) | 2,000 | 2,000 |
| Vesting/Performance Metrics | Not disclosed for director grants | Not disclosed for director grants |
Other Directorships & Interlocks
- No current public company directorships disclosed; external roles are primarily academic and professional society leadership in psychiatry .
- No related interlocks with TOON’s competitors/suppliers/customers disclosed in her biography .
Expertise & Qualifications
- Board‑certified psychiatrist; Distinguished Life Fellow of the American Psychiatric Association .
- Healthcare administration experience across Tennessee, Maryland, Washington, DC; leadership roles in psychiatric societies .
- Selected to the Board for expertise with children and broad mental health background .
Equity Ownership
| Date (Record) | Total Beneficial Ownership (shares) | Common Shares Held Directly (breakdown per footnote) | Options Exercisable within 60 days (count) | Ownership % |
|---|---|---|---|---|
| April 1, 2024 | 14,731 | 8,527 | 2,000 | <1% |
| March 17, 2025 | 48,079 | 46,079 | 2,000 | <1% |
- Hedging/pledging: Company policy bars hedging, short sales, public options trading, margin use, and pledging of Company securities by directors .
- Group benefit grants: Non‑employee directors as a group received RSUs totaling 161,767 and grant‑date fair value of $142,115 in 2024; individual share counts for Dr. Turner‑Graham were not disclosed .
Governance Assessment
- Investor support: In the May 23, 2024 annual meeting, Dr. Turner‑Graham received 8,746,541 votes “For” and 689,786 “Withheld,” indicating solid shareholder support relative to peers in that slate .
- Attendance/engagement: Company reports no director under 75% attendance, with Dr. Turner‑Graham newly added to the Nominating Committee in December 2024—consistent with engaged governance .
- Compensation alignment: Modest director pay split between cash and equity with standardized meeting/committee fees; no performance‑based director metrics disclosed, limiting pay‑for‑performance considerations at the director level .
- Ownership alignment: Beneficial ownership increased from 14,731 (April 2024) to 48,079 shares (March 2025), plus 2,000 director options, improving “skin in the game” optics (still <1%) .
- Conflicts/related party: No related‑party transactions disclosed involving Dr. Turner‑Graham; Company’s related‑party items primarily involve the CEO and other parties, not her .
- Section 16 compliance: Company disclosed late Form 4 filings across many directors in 2023, including Dr. Turner‑Graham; 2024 disclosure narrowed late filings to others, implying improvement in 2024 cycle .
- Board structure: Combined CEO/Chair role persists due to Company size; independent committee structure intact (Audit, Compensation, Nominating, Investment) .
Board Governance (detail)
| Attribute | Data |
|---|---|
| Independence | Independent under NYSE American |
| Committees | Nominating Committee member (effective Dec 12, 2024) |
| Attendance | ≥75% of Board/committee meetings for all directors in 2024; Board (6), Audit (4), Compensation (1), Nominating (1), Investment (1) |
| Election outcome (2024) | For: 8,746,541; Withheld: 689,786 |
| Family relationships | None with executive officers/directors |
| Policies | Insider trading policy and hedging/pledging prohibitions |
Fixed Compensation (detail)
| Component | Structure |
|---|---|
| Board meeting fee | $10,000 per quarterly meeting (cash and stock mix determined by Compensation Committee) |
| Committee chair fee | $10,000 per committee chaired |
| Committee member fee | $5,000 per committee membership (Dr. Turner‑Graham: Nominating Committee member) |
Performance Compensation (metrics)
| Metric | Director application |
|---|---|
| Revenue, EBITDA, TSR, ESG metrics | No performance metrics disclosed for director compensation; director equity is retainer‑based rather than performance‑contingent |
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed |
Expertise & Qualifications
- Board‑certified psychiatrist with multi‑decade clinical and administrative experience; leadership in psychiatric societies and academic appointments .
- Chosen for Board for expertise with children and mental health domains relevant to Kartoon’s content focus .
Equity Ownership
- Beneficial ownership and options shown above; percent of class <1% as of March 17, 2025 .
- Company policy prohibits hedging, pledging, short sales, and public options transactions on Company stock by directors .
Governance Assessment
- Strengths: Independence; committee participation; solid shareholder support; increased personal ownership; no related‑party exposure .
- Watch items: Historical late Section 16 filing (2023) alongside others; continued combined CEO/Chair structure (size‑based rationale) .